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6-K Filing
PLDT (PHI) 6-KReport of Foreign Private Issuer
Filed: 1 Dec 15, 12:00am
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 December 2015
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 Form 20-F or Form 40-F.)
Form 20-FÖ Form 40-F
(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 of 1934.)
Yes NoÖ
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2014. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
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EXHIBITS
Exhibit Number | Page | |||
1 | Copies of the disclosure letters that we filed today |
with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the retirement of Mr. Napoleon L. Nazareno as President and CEO of the Company effective December 31, 2015 and the assumption by Mr. Manuel V. Pangilinan of said offices/positions. |
Exhibit 1
December 1, 2015
Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Ms. Janet A. Encarnacion
Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as our disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.
Very truly yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
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Exhibit 1
December 1, 2015
SECURITIES & EXCHANGE COMMISSION
SEC Building, EDSA
Mandaluyong City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
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Exhibit 1
COVER SHEET
SEC Registration Number | ||||||||||||
P | W | - | 5 | 5 | ||||||||
Company Name
P | H | I | L | I | P | P | I | N | E | L | O | N | G | D | I | S | T | A | N | C | E | |||||||||||||||||||||||||
T | E | L | E | P | H | O | N | E | C | O | M | P | A | N | Y | |||||||||||||||||||||||||||||||
Principal Office (No./Street/Barangay/City/Town/Province)
R | A | M | O | N | C | O | J | U | A | N | G | C | O | B | U | I | L | D | I | N | G | |||||||||||||||||||||||||
- | ||||||||||||||||||||||||||||||||||||||||||||||
M | A | K | A | T | I | A | V | E | N | U | E | M | A | K | A | T | I | C | I | T | Y | |||||||||||||||||||||||||
Form Type | Department requiring the report | Secondary License | ||||||||||||||||||||||
Type, If Applicable | ||||||||||||||||||||||||
1 | 7 | - | C | M | S | R | D | |||||||||||||||||
COMPANY INFORMATION
Company’s Email Address | Company’s Telephone Number/s | Mobile Number | ||
816-8553 | ||||
No. of Stockholders | Annual Meeting Month/Day | Fiscal Year Month/Day | ||
11,844 As of October 31, 2015 | Every 2nd Tuesday of June | December 31 | ||
CONTACT PERSON INFORMATION
The designated contact personMUST be an Officer of the Corporation
Name of Contact Person | Email Address | Telephone Number/s | Mobile Number | |||
Ma. Lourdes C. Rausa-Chan | lrchan@pldt.com.ph | 816-8553 | ||||
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Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | December 1, 2015 |
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. | PHILIPPINES6. (SEC Use Only) | |||||
Province, country or other jurisdictionIndustry Classification Code | ||||||
of Incorporation | ||||||
7. | Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office | 1200 Postal Code |
8. (632) 816-8553
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 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
Exhibit 1
11. Item 4 (Resignation and Election of Officer)
We disclose the retirement of Mr. Napoleon “Polly” Nazareno as President and CEO of PLDT and Smart Communications, Inc, (“Smart”) effective 31st December 2015, and his subsequent appointment as Strategic Advisor to the PLDT Group. Mr. Nazareno was due for mandatory retirement in 2014 but was requested by the Board of Directors of PLDT to stay on for another year so that he could launch the Group’s digital transformation program and work on a succession plan. Mr. Nazareno will remain a director of PLDT until a replacement shall have been appointed. He will remain as non-Executive Director of First Pacific Company Limited and a member of the Board of Directors of Rocket Internet.
Under his leadership, PLDT and Smart achieved unprecedented success in becoming the country’s leading telecommunications companies. He led the transformation of the landline business from an overwhelmingly voice-driven service to a broadband data-powered business. On the wireless side, he led Smart’s successful climb from third player to market leader, as far back as 2006, a position that the company maintains to this day. He was also instrumental in restructuring Piltel’s debts in 2001, the largest debt restructuring in the country that was done on a consensual basis. He oversaw the integration of both Piltel and Digitel with Smart, ensuring that the expanded organization sustained its position as the foremost wireless service provider.
We also disclose that Mr. Manuel V Pangilinan, present Chairman of the Boards of PLDT and Smart, shall assume the position of President and CEO. In his 12 years as Chairman, Mr. Pangilinan has played an active role in the companies’ strategic goal setting and operations. With the guidance of the Board’s Governance and Nominations Committee (GNC), Mr. Pangilinan will assume and manage the search, through the GNC, for a new President and CEO of PLDT – a process initiated by Mr. Nazareno in 2014.
Pursuant to the requirements of the Securities Regulation Code, PLDT has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
By: | ||
/s/ Ma. Lourdes C. Rau | sa-Chan | |
MA. LOURDES C. RAUSA-C Corporate Secretary | HAN |
December 1, 2015
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 : /s/Ma. Lourdes C. Rausa-Chan |
Name : Ma. Lourdes C. Rausa-Chan Title : Senior Vice President, Corporate Affairs and Legal Services Head and Corporate Secretary |
Date: December 1, 2015
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