ABS-CBN Broadcasting Corporation Sgt
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ABS-CBN Broadcasting Corporation Sgt. Esguerra Avenue, Quezon City, Philippines April 19, 2010 Philippine Stock Exchange, Inc. Exchange Road, Ortigas Center Pasig City Attention: Ms. Janet A. Encarnacion Head, Disclosure Department Dear Ms. Encarnacion, We hereby submit to the Philippine Stock Exchange (PSE) the Definitive Information Statement of ABS- CBN Broadcasting Corporation (ABS-CBN or the Company). Based on the Securities and Exchange Commission’s (SEC) letter dated April 16, 2010, which provided a list of prescribed amendments to the Preliminary Information Statement the Company submitted to the SEC and the PSE last April 13, 2010, we made the following revisions: 1. Updated to March 31, 2010 the following information: a. Number of Shares Outstanding on page 7. b. Security Ownership of Certain Record and Beneficial Owners of more than 5% on page 7. c. Security Ownership of Directors and Management on page 8. d. List of Directors and Executive Officers on pages 9 to 18. e. Top 20 Shareholders on page 50. 2. Disclosure of any relationship of Mr. Oscar M. Lopez with any of the nominees for Independent Director on page 9. 3. Compliance with the five year rotation requirement of external auditor on page 20. 4. Brief reason(s) for and the general effect of the proposed amendment of the Company’s Articles of Incorporation on page 22. 5. Submission of 1st Quarter 2010 report on page 42. 6. Share price information as of the latest practicable trading date (April 19, 2010) on page 49. 7. Disclosure on dividend policy and restrictions on page 49. Thank you. Very truly yours, Charles A. Gamo Compliance Officer for Corporate Governance and Head, Investor Relations and Corporate Planning ABS-CBN Broadcasting Corporation Sgt. Esguerra Avenue, Quezon City, Philippines April 19, 2010 Securities and Exchange Commission SEC Building, EDSA, Greenhills Mandaluyong City Attention: Director Justina F. Callangan Corporate Finance Department Dear Director Callangan, We hereby submit to the Securities and Exchange Commission (SEC) the Definitive Information Statement of ABS-CBN Broadcasting Corporation (ABS-CBN or the Company). Based on the SEC’s letter dated April 16, 2010, which provided a list of prescribed amendments to the Preliminary Information Statement the Company submitted to the SEC last April 13, 2010, we made the following revisions: 1. Updated to March 31, 2010 the following information: a. Number of Shares Outstanding on page 7. b. Security Ownership of Certain Record and Beneficial Owners of more than 5% on page 7. c. Security Ownership of Directors and Management on page 8. d. List of Directors and Executive Officers on pages 9 to 18. e. Top 20 Shareholders on page 50. 2. Disclosure of any relationship of Mr. Oscar M. Lopez with any of the nominees for Independent Director on page 9. 3. Compliance with the five year rotation requirement of external auditor on page 20. 4. Brief reason(s) for and the general effect of the proposed amendment of the Company’s Articles of Incorporation on page 22. 5. Submission of 1st Quarter 2010 report on page 42. 6. Share price information as of the latest practicable trading date (April 19, 2010) on page 49. 7. Disclosure on dividend policy and restrictions on page 49. We trust that we have sufficiently complied with the SEC’s requirements. Thank you. Very truly yours, Charles A. Gamo Compliance Officer for Corporate Governance and Head, Investor Relations and Corporate Planning COVER SHEET 1 8 0 3 SEC Registration Number A B S - C B N B R O A D C A S T I N G C O R P O R A T I O N (Company’s Full Name) S G T . E S G U E R R A A V E . C O R N E R M O . I G N A C I A S T . Q U E Z O N C I T Y (Business Address: No. Street City/Town/Province) Rolando P. Valdueza 415-2272 (Contact Person) (Company Telephone Number) Definitive Information Statement 1 2 3 1 2 0 - I S 0 5 2 7 Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 6,632 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. 1 NOTICE OF ANNUAL STOCKHOLDERS’ MEETING To: All Stockholders of ABS-CBN Broadcasting Corporation Please take notice that the Annual Meeting of Stockholders of ABS-CBN Broadcasting Corporation will be held on Thursday, May 27, 2009 at 8:00 a.m. at the Dolphy Theater, ABS-CBN Broadcast Center, Sgt. Esguerra Ave. corner Mo. Ignacia St., Diliman, Quezon City, to discuss the following: A G E N D A 1. Call to Order 2. Proof of Service of Notice 3. Certification of Presence of Quorum 4. Approval of the Minutes of the Annual Stockholders’ Meeting held on June 18, 2009 5. Report of Management 6. Approval of Audited Financial Statements 7. Election of Directors for Ensuing Year 8. Ratification of all acts of the Board of Directors, Executive Committee and Management for the period covering January 1, 2009 through December 31, 2009 adopted in the ordinary course of business 9. Appointment of External Auditors 10. Amendment of Article I of the Articles of Incorporation to change the corporate name to ABS-CBN Corporation 11. Adjournment For purposes of the meeting, only stockholders of record as of March 26, 2010 are entitled to attend and vote in the said meeting. Copies of the minutes of Annual Stockholders' Meeting held on June 18, 2009 will be available upon request. Should you be unable to attend the meeting in person, you may appoint a Proxy by executing the appropriate form. MANAGEMENT IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND MANAGEMENT A PROXY . For validation, however, please return your proxies to the undersigned at 4/F Benpres Bldg., Meralco Ave. corner Exchange Rd., Ortigas Center, Pasig City not later than May 17, 2010. For your convenience in registering your attendance, please have some form of identification such as a passport, driver’s license or voter’s I.D. By order of the Board of Directors: MANUEL L.M. TORRES Corporate Secretary 2 MANAGEMENT IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND MANAGEMENT A PROXY. However, if a shareholder on record as of March 26, 2010 is unable to attend the Annual Stockholders’ Meeting of ABS-CBN Broadcasting Corporation on May 27, 2010 and would like to be represented by a proxy, kindly accomplish the proxy form below and submit the accomplished proxy form addressed to the Corporate Secretary of ABS-CBN at 4/F Benpres Bldg., Meralco Ave. corner Exchange Rd., Ortigas Center, Pasig City not later than May 17, 2010 . The proxy form need not be notarized. ------------------------------------------------------------------------------------------------------------------------------------------------------ PROXY KNOW ALL MEN BY THESE PRESENTS: The undersigned stockholder of ABS-CBN Broadcasting Corporation hereby constitutes and appoints _________________________________________________, as Proxy to represent the undersigned, and vote all the shares owned by, and/or registered in the name of the undersigned in the books of the Corporation at any and all regular and special meetings of the stockholders of the Corporation and adjournments thereof as fully to all intents and purposes as the undersigned might do if present and acting in person. This proxy supersedes any previous proxies executed by the undersigned and shall continue to be in effect until withdrawn by written notice delivered to the Secretary of the Corporation, but shall not apply in instances wherein the undersigned personally attends the meeting. IN WITNESS WHEREOF, the undersigned has executed this proxy this ___________ day of ____________, 2010 at_______________________. _______________________________________ (Printed Name of Stockholder and Signature) _______________________________________ _______________________________________ _______________________________________ (Address) 3 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b) OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ / ] Preliminary Information Statement [ /] Definitive Information Statement 2. Name of registrant as specified in its charter: ABS-CBN BROADCASTING CORPORATION 3. Province, Country or other jurisdiction of incorporation or organization QUEZON CITY, PHILIPPINES 4. SEC Identification Number: 1803 5. BIR Tax Identification Number: 301-000-406-761V 6. Address of Principal Office ABS-CBN Broadcast Center Sgt. Esguerra Avenue corner Mother Ignacia Street Quezon City 1103 Philippines 7. Registrant’s telephone no. and area code: (632) 924-41-01 up to 22 / (632) 415-22-72 8. Date, time and place of the meeting of security holders Date : May 27, 2010 Time : 8:00 A.M. Place : Dolphy Theater, ABS-CBN Broadcast Center Sgt. Esguerra Avenue corner Mother Ignacia St., Quezon City 1103 Philippines 9. Approximate date of which the Information Statement is first to be sent or given to security holders May 5, 2010 4 10. Securities registered pursuant to Sections 8 & 12 of the Code or Section 4 and 8 of the Revised Securities Act: a. Authorized Capital Stock Php1,500,000,000 (Php1.00 par value) b. Number of Shares Outstanding as of February 28, 2010 Common Shares 779,584,602 shares c. Amount of Debt Outstanding as of February 28, 2010 Short Term & Long Term Debt (current & noncurrent) Php9,127 million 11. Are any or all of these securities listed on the Philippine Stock Exchange? Yes [ / ] No [ ] The Company’s common shares have been listed on the Philippine Stock Exchange since 1992. - 0 - 5 ABS-CBN BROADCASTING CORPORATION INFORMATION STATEMENT This information statement is dated April 19, 2010 and is being furnished to stockholders of record of ABS-CBN Broadcasting Corporation (“ABS-CBN” or the “Company”) as of March 26, 2010 in connection with the Annual Stockholders’ Meeting.