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 February 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 in connection with the Annual Meeting of Stockholders of the Company.
February 27, 2006
Philippine Stock Exchange
4/F Philippine Stock Exchange Center
Exchange Road, Ortigas Center
Pasig City
Attention: Ms. Jurisita M. Quintos
SVP – Operations Group
Gentlemen:
In compliance with the disclosure requirements of the Philippine Stock Exchange, we advise that the Annual Meeting of Stockholders of the Company will be held on June 13, 2006 (the second Tuesday of June as provided in the Company’s By-laws) at 4:00 o’clock P.M. in Makati City, Philippines.
We enclose a copy of the resolution fixing April 17, 2006 as the record date for the determination of stockholders entitled to notice of and to vote at said Annual Meeting.
We also advise that per our Company’s By-Laws the nominations for election of directors at the Annual Meeting of Stockholders shall be submitted to the Board of Directors through the President or Corporate Secretary at the Company’s principal place of business at least sixty (60) working days before the meeting or by March 15, 2006.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary
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SECRETARY’S CERTIFICATE
I, MA. LOURDES C. RAUSA-CHAN, Corporate Secretary of Philippine Long Distance Telephone Company (the “Company”) hereby certify that:
1. At a meeting of the Board of Directors of the Company held on February 27, 2006, the following resolution was passed and adopted:
“RESOLVED, that April 17, 2006 be, and said date is hereby, fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders of the Company which will be held in accordance with the Company’s By-laws in Makati City, on Tuesday, June 13, 2006 at 4:00 o’clock P.M.”
2. The aforequoted resolution is still in full force and effect.
IN WITNESS WHEREOF, I have set my hand and affixed the seal of the Company this 27th day of February, 2006 at Makati City, Philippines.
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MA. LOURDES C. RAUSA-CHAN Corporate Secretary PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
SUBSCRIBED AND SWORN to before me this _____ day of February, 2006 affiant exhibiting to me her Community Tax Certificate No. 24794886 issued on January 6, 2006 at Makati City.
Doc. No. ____
Page No. ____
Book No. ____
Series of 2006.
February 27, 2006
Securities & Exchange Commission
Money Market Operations Department
SEC Building, EDSA
Mandaluyong City
Attention: Director Justina F. Callangan
Corporations Finance Department
Gentlemen:
In accordance with Section 17 of Securities Regulation Code (“SRC”), we are submitting herewith five (5) copies of SEC Form 17-C in connection with the Annual Meeting of Stockholders of the Company.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary
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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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816-8405 |
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SEC FORM 17-C |
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Annual Meeting |
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2,193,261 As of January 31, 2006 |
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Document I.D. |
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STAMPS
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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. 27 February 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) 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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In compliance with the disclosure requirements of the Securities and Exchange Commission, we advise that the Annual Meeting of Stockholders of the Company will be held on June 13, 2006 (the second Tuesday of June as provided in the Company’s By-laws) at 4:00 o’clock P.M. in Makati City, Philippines.
The Board of Directors of the Company has fixed April 17, 2006 as the record date for the determination of stockholders entitled to notice of and to vote at said Annual Meeting. The transfer books of the Company will not be closed.
We also advise that per our Company’s By-Laws the nominations for election of directors at the Annual Meeting of Stockholders shall be submitted to the Board of Directors through the President or Corporate Secretary at the Company’s principal place of business at least sixty (60) working days before the meeting or by March 15, 2006.
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 |
February 27, 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: February 27, 2006