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 28, 2005
(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:
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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):
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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):
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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:
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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 in connection with the amendments to the By-Laws of Philippine Long Distance Telephone Company.
Security Code # CM-040
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June 28, 2005
Philippine Stock Exchange
Philippine Stock Exchange Center
Exchange Road, Ortigas Center
Pasig City
Attention: Ms. Jurisita M. Quintos
SVP, Operations Group
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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 in connection with the amendments to the By-Laws of Philippine Long Distance Telephone Company.
This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
June 28, 2005
Securities and Exchange Commission
SEC Building
EDSA, Mandaluyong City
Attention: Atty. Justina F. Callangan
Director, Corporation Finance Department
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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 in connection with the amendments to the By-Laws of Philippine Long Distance Telephone Company.
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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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S.E.C. Registration No.
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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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SEC FORM 17-C |
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Every 2nd Tuesday |
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Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting
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Dept. Requiring this Doc. Amended Articles
Number/Section
Total Amount of Borrowings
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2,197,337 As of May 31, 2005 |
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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 ____________________________
LCU
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Document I.D. ____________________________
Cashier
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STAMPS
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Remarks: Please use black ink for scanning purposes.
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. 28 June 2005
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) 814-3664
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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11. Item 9 (Other Events)
At its meeting held on June 28, 2005, the Board of Directors of Philippine Long Distance Telephone Company (the “Company”), exercising its own power and the authority to amend the Company’s By-Laws duly delegated to it by the stockholders of the Company, authorized and approved the amendments to Article XI (Independent Auditor) of the Company’s By-Laws.
Article XI, with the amendments thereto underscored, is quoted below:
ARTICLE XI
INDEPENDENT AUDITOR
* Section 1. The Audit Committee constituted by the Board of Directors shall be directly responsible for the appointment, retention, removal or termination of engagement and oversight of the Independent Auditor, including resolving disagreements between management and the Independent Auditor regarding financial reporting and approving all audit engagement fees and terms.
(Amended on June 28, 2005)
* Section 2. At the regular meeting of the Audit Committee immediately preceding the annual meeting of the stockholders of the corporation, the Audit Committee shall appoint the Independent Auditor. In case of resignation, removal or termination of engagement of the Independent Auditor, the Audit Committee shall, as soon as practicable, select and appoint a replacement.
(*New provision adopted on June 28, 2005)
* Section 3. The Independent Auditor or the lead, engagement or coordinating audit partner having the primary responsibility for the audit or reviewing the audit of the corporation’s financial accounts shall be rotated after five (5) years of service (with time of service counted from January 1, 2003) for a time out period of at least five (5) years.
(*New provision adopted on June 28, 2005)
* Section 4. The Independent Auditor shall report directly to the Audit Committee.
(*New provision adopted on June 28, 2005)
The amendments to the By-Laws shall take effect upon approval by the Securities and Exchange Commission of the Amended By-Laws.
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.
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PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By:
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
June 28, 2005
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 28, 2005