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
Report on Form 6-K dated June 8, 2004
(Commission File No. 1-15024)
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
(Name of Registrant)
Ramon Cojuangco Building
Makati Avenue, Makati City
Philippines 0721
(Address of Principal Executive Officers)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: y Form 40-F: o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes: o No: y
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation by Regulation S-T Rule 101 (b) (7):
Yes: o No: y
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes: o No: y
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.
Security Code # CM-040
June 8, 2004
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, we submit herewith a copy of a Current Report 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 8, 2004
Securities and Exchange Commission
SEC Building
EDSA, Mandaluyong City
Attention: Atty. Justina F. Callangan
Director, Corporate Finance Dept.
Gentlemen:
In accordance with Section 17.1 (b) of the Securities Regulation Code, we submit herewith five (5) copies of a Current Report 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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(Company’s Full Name)
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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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814-3552 |
Contact Person Company Telephone Number
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CURRENT REPORT UNDER THE SECURITIES REGULATION CODE |
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Every 2nd Tuesday |
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Annual Meeting
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Dept. Requiring this Doc. Amended Articles
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2,205,655 As of April 9, 2004 |
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Total No. of Stockholders Domestic Foreign
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To be accomplished by SEC Personnel concerned
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File Number ____________________________________
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Document I.D. ____________________________________
Cashier
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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
1. June 8, 2004 __________
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 registrant as specified in its charter
5. Philippines ___________________________
6. (SEC Use Only)
Province, country or other jurisdiction or Industry Classification Code:
Incorporation
7. Makati Avenue, Makati City, Philippines ________________ ______________
Address of principal office Postal Code
8. (632) 814-3664 ___________________________________________________________
Registrant’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
Title of Each Class Number of Shares of Common Stock
Outstanding and Amount of Debt Outstanding
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
11. Indicate the item numbers reported herein: __________ ___________________________
We disclose that at the Annual Meeting of Stockholders of the Company held on June 8, 2004, the following persons were elected as directors of the Company for the ensuing corporate year:
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Antonio O. Cojuangco Helen Y. Dee Ray C. Espinosa Napoleon L. Nazareno Bienvenido F. Nebres Manuel V. Pangilinan Corazon S. de la Paz |
Albert F. del Rosario Pedro E. Roxas Juan B. Santos Teresita T. Sy Mitsuhiro Takase Shigeru Yoshida
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At least four (4) of the elected directors namely, Rev. Fr. Bienvenido F. Nebres, S.J., Mr. Pedro E. Roxas, Mr. Juan B. Santos and Ms. Teresita T. Sy are independent directors who are not officers or employees of the Company or any of its subsidiaries, and do not have a relationship with the Company or any of its subsidiaries which could, or could be reasonably perceived to, materially interfere with the exercise of independent judgment in carrying out their responsibilities as directors.
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 George N. Lim Claro Carmelo P. Ramirez Victorico P. Vargas Rosalie R. Montenegro Ariel A. Roda Alfredo S. Panlilio Ernesto R. Alberto Jun R. Florencio
Celso T. Dimarucut Florentino D. Mabasa, Jr.
Eriberto B. Gesalta Ramon B. Rivera, Jr. Eugenio F. Garcia Emiliano R. Tanchico, Jr. Ricardo M. Sison Jesus C. Pasicolan Miguela F. Villanueva Cesar M. Enriquez Menardo G. Jimenez, Jr. Raymond S. Relucio Erlinda S. Kabigting Alfredo B. Carrera Mario C. Encarnacion Ma. Luz Natividad A. Lim Ramon Alger P. Obias Jesus M. Tañedo Richard H. Pratte Leo I. Posadas Nerissa S. Ramos Ricardo C. Rodriguez Arnel S. Crisostomo Rebecca Jeanine R. De Guzman Jose Antonio T. Valdez Emeraldo L. Hernandez Joseph Nelson M. Ladaban |
Chairman of the Board President & CEO Senior Vice President, Corporate Secretary and General Counsel Senior Vice President and Treasurer 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 Audit and Assurance Head First Vice President and Controller First Vice President, Assistant Corporate Secretary and Acting Corporate Governance Compliance Officer
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 |
Also at the same meeting:
(1) The following were appointed members of the Advisory Board/Committee:
Amado S. Bagatsing
Oscar S. Reyes
Roberto R. Romulo
Benny S. Santoso
Christopher H. Young
Ricardo R. Zarate
(2) The following were appointed Chairmen and Members of the Audit Committee, Executive Compensation Committee, Nomination Committee and Finance Committee:
Audit Committee
Rev. Fr. Bienvenido F. Nebres, S.J., Chairman
Pedro E. Roxas, Member
Juan B. Santos, Member
Corazon S. de la Paz, Advisor
Roberto R. Romulo, Advisor
Shigeru Yoshida, Advisor
Executive Compensation Committee
Albert F. del Rosario, Chairman
Ray C. Espinosa, Member
Pedro E. Roxas, Member
Oscar S. Reyes, Member
Shigeru Yoshida, Advisor
Nomination Committee
Rev. Fr. Bienvenido F. Nebres, Chairman
Pedro E. Roxas, Voting Member
Juan B. Santos, Voting Member
Victorico P. Vargas, Non-voting Member
Finance Committee
Corazon S. dela Paz, Chairman
Antonio O. Cojuangco, Member
Teresita T. Sy, Member
Amado S. Bagatsing, Member
Christopher H. Young, Member
Mitsuhiro Takase, Advisor
The Chairman (Rev. Fr. F. Nebres, S.J.) and two (2) members (Messrs. Pedro E. Roxas and Juan B. Santos) of the Audit Committee and Nomination Committee are Independent Directors. At least one (1) member (Mr. Pedro E. Roxas) of the Executive Compensation Committee is an Independent Director. At least one (1) member (Ms. Teresita T. Sy) of the Finance Committee is an Independent Director.
(3) Sycip Gorres Velayo & Co. was appointed as the Company’s independent auditors to audit the financial statements of the Company for the fiscal year 2004.
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 8, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By: MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Date: June 8, 2004