SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6 -K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934
For the month of June 2006
Commission File Number 1-03006
Philippine Long Distance Telephone Company
(Exact Name of Registrant as specified in its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
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Form 20-F: y |
Form 40-F: o |
(Indicate by check mark whether by furnishing the information contained in this form, the registrant is also thereby furnishing the information to the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act 1934.)
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Yes: o |
No: y |
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____)
Enclosure:
A copy of the disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission with respect to certain discloseable events/information.
June 13, 2006
Philippine Stock Exchange
Philippine Stock Exchange Center
Exchange Road, Ortigas Center
Pasig City
Attention: Ms. Jurisita M. Quintos
Senior Vice President
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary
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June 13, 2006
Securities and Exchange Commission
SEC Building
EDSA, Mandaluyong City
Attention: Atty. Justina F. Callangan
Director, Corporation Finance Dept.
Gentlemen:
In accordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith five (5) copies of SEC Form 17-C with respect to certain discloseable events/information.
Thank you.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
COVER SHEET
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(Business Address: No. Street/City/Town/Province)
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ATTY. MA. LOURDES C. RAUSA-CHAN |
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816-8405 |
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SEC FORM 17-C |
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2,192,165 As of April 30, 2006 |
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Remarks: Please use black ink for scanning purposes
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. 13 June 2006
Date of Report (Date of earliest event reported)
2. SEC Identification Number PW-55
3. BIR Tax Identification No. 000-488-793
4. PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
Exact name of issuer as specified in its charter
5. PHILIPPINES 6.____________ (SEC Use Only)
Province, country or other jurisdiction Industry Classification Code
of Incorporation
7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200
Address of principal office Postal Code
8. (632) 816-8405
Issuer's telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act
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Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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We disclose that at the Annual Meeting of Stockholders of the Company held on June 13, 2006, the following persons were elected as directors, four (4) of whom are independent directors, of the Company for the ensuing corporate year:
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Antonio O. Cojuangco Helen Y. Dee Ray C. Espinosa Tatsu Kono Napoleon L. Nazareno Bienvenido F. Nebres – Independent Director Manuel V. Pangilinan |
Corazon S. de la Paz Oscar S. Reyes – Independent Director Albert F. del Rosario Pedro E. Roxas – Independent Director Alfred V. Ty – Independent Director Shigeru Yoshida
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At the meeting of the Board of Directors of the Company that immediately followed the adjournment of the said Annual Meeting of Stockholders, the following persons were elected to the positions indicated opposite their respective names:
NAME POSITION
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Manuel V. Pangilinan Napoleon L. Nazareno Maria Lourdes C. Rausa-Chan
Anabelle L. Chua Rene G. Bañez
George N. Lim Claro Carmelo P. Ramirez Victorico P. Vargas Rosalie R. Montenegro Alfredo S. Panlilio Ernesto R. Alberto Menardo G. Jimenez, Jr. Jun R. Florencio Celso T. Dimarucut Florentino D. Mabasa, Jr.
Eriberto B. Gesalta Ramon B. Rivera, Jr. Emiliano R. Tanchico, Jr. Ricardo M. Sison Miguela F. Villanueva Cesar M. Enriquez Raymond S. Relucio Richard N. Ferrer Nerissa S. Ramos Ramon Alger P. Obias Alfredo B. Carrera Mario C. Encarnacion Ma. Luz Natividad A. Lim Jesus M. Tañedo Leo I. Posadas Ricardo C. Rodriguez Arnel S. Crisostomo Rebecca Jeanine R. De Guzman Jose Antonio T. Valdez Emeraldo L. Hernandez Joseph Nelson M. Ladaban Anna Isabel V. Bengzon Roberto G. Pador Lilibeth F. Pasa Enrique S. Pascual, Jr. Jose Lauro G. Pelayo Genaro C. Sanchez Jose A. Apelo June Cheryl C. Furigay Ma. Josefina T. Gorres Emmanuel B. Ocumen Gerardo C. Pena Alejandro C. Fabian Elisa B. Gesalta Ma. Criselda B. Guhit |
Chairman of the Board President & CEO Senior Vice President, Corporate Secretary and General Counsel Senior Vice President and Treasurer Senior Vice President and Chief Governance Officer Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President First Vice President and Controller First Vice President and Assistant Corporate Secretary First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Also, at the same Board meeting:
(1) The following were appointed members of the Advisory Board/Committee:
Amado S. Bagatsing
Roberto R. Romulo
Benny S. Santoso
Christopher H. Young
Ricardo R. Zarate
(2) The following were appointed Chairmen, Members and Advisors of the Audit Committee, Governance and Nomination Committee, Executive Compensation Committee and Finance Committee:
Audit Committee
Rev. Fr. Bienvenido F. Nebres, S.J., Chairman
Oscar S. Reyes, Member
Pedro E. Roxas, Member
Corazon S. de la Paz, Advisor
Roberto R. Romulo, Advisor
Shigeru Yoshida, Advisor
Tatsu Kono, Advisor
Governance and Nomination Committee
Manuel V. Pangilinan, Chairman
Tatsu Kono, Member
Rev. Fr. Bienvenido F. Nebres, S.J., Member
Oscar S. Reyes, Member
Alfred V. Ty, Member
Rene G. Bañez, Non-voting member
Victorico P. Vargas, Non-voting Member
Executive Compensation Committee
Albert F. del Rosario, Chairman
Oscar S. Reyes, Member
Pedro E. Roxas, Member
Alfred V. Ty, Member
Shigeru Yoshida, Member
Victorico P. Vargas, Non-voting Member
Finance Committee
Corazon S. dela Paz, Chairman
Alfred V. Ty, Member
Antonio O. Cojuangco, Member
Amado S. Bagatsing, Member
Christopher H. Young, Member
Shigeru Yoshida, Advisor
Tatsu Kono, Advisor
All the members including the Chairman of the Audit Committee are Independent Directors. Majority of the voting members of the Governance and Nomination Committee, namely, Rev. Fr. Bienvenido F. Nebres, Mr. Oscar S. Reyes and Mr. Alfred V. Ty are Independent Directors. Majority of the voting members of the Executive Compensation Committee, namely, Messrs. Oscar S. Reyes, Pedro E. Roxas and Alfred V. Ty are Independent Directors. One member, Mr. Alfred V. Ty, of the Finance Committee is an Independent Director.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY
By:
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
June 13, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By :
Name : Ma. Lourdes C. Rausa-Chan
Title : Corporate Secretary
Date: June 13, 2006