SEC tells Philcomsat to defer June 25 stockholders’ meet

The Securities and Exchange Commission (SEC) has enjoined Philcomsat Holdings Corp. (PHC) from holding its annual meeting pending comments from PHC mother companies Philippine Overseas Telecommunications Corp. (POTC) and Philippine Communications Satellite Corp. (Philcomsat).

"The holding of the annual meeting of PHC shall be held in abeyance until further orders from the Commission," the SEC said in its order dated May 17, 2004.

The SEC has directed the board of directors and responsible officers of POTC and Philcomsat to file their respective comments. Citing time constraints, PHC moved its annual stockholders’ meeting to June 25 to allow it to comply with the rules of the SEC and the Philippine Stock Exchange.

PHC was earlier ordered by the SEC to hold its stockholders‚ meeting and elect a new board last May 28 to comply with the Corporation Code, which requires the annual election of directors.

In a letter to the SEC, PHC said the scheduled May 28 meeting was too soon since it would need to file definitive proxy/information statements with the SEC and have them distributed to all stockholders not less than 15 business days prior to the stockholders’ meeting.

PHC said while it is immediately taking the necessary steps to comply with the SEC order, management reserves the right to take whatever legal action may be appropriate in relation to the directive for the protection of the company and its stockholders.

PHC, formerly Liberty Mines Inc., has not held its annual membership meeting for the past three years due to a pending dispute between the Ilusorio group and the group of Amb. Manuel Nieto over the composition of the governing board of directors of the firm’s parent companies.

In issuing the order, the SEC stressed that the holding of the annual meeting is mandatory under Sec. 50 of the Corporation Code.

The SEC order was in response to PHC’s suggestion that it first direct Philcomsat and POTC to hold their respective stockholders’ meetings before PHC conducts its own.

But the SEC argued that PHC has a separate and distinct personality from its parent companies.

To ensure an orderly election of board directors, the SEC has designated lawyers Myla Amboy and Nicanor Patricio as its representatives.

PHC’s operations consist primarily of leasing its condominium unit and its motor vehicles. On the other hand, its mother company, Philcomsat has pending applications with the National Telecommunications Commission for licenses to provide and operate international gateway facilities, small aperture satellite terminals, local exchange carrier service, regional teleports and rural telephony and pay phones, among others.