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 August 2009**
 

 

**Commission File Number 1-03006**

 

 

Philippine Long Distance Telephone Company
(Exact Name of Registrant asSpecified in Its Charter)

 

**Ramon****Cojuangco Building**

**Makati Avenue**

**Makati****City**

**Philippines**

(Address of principal executiveoffices)

 

 

(Indicate by check markwhether the registrant files or will file annual reports under cover Form 20-For Form 40-F.)

 

Form20-F      Ö                                  Form40-F

 

 

(Indicate by check markwhether by furnishing the information contained in this Form, the registrant isalso thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes                                                        No       Ö

 

 

(If "Yes" ismarked, indicate below the file number assigned to the registrant in connectionwith Rule 12g3-2(b): 82- ________ )
****
 

 

NOTE REGARDINGFORWARD-LOOKING STATEMENTS

 

Some information in this report may containforward-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 of1934.  We have based these forward-looking statements on our current beliefs,expectations and intentions as to facts, actions and events that will or mayoccur in the future.  Such statements generally are identified byforward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,”“expect,” “may,” “will” or other similar words.

A forward-looking statement may include astatement of the assumptions or bases underlying the forward-lookingstatement.  We have chosen these assumptions or bases in good faith.  Theseforward-looking statements are subject to risks, uncertainties and assumptions,some of which are beyond our control.  In addition, these forward-lookingstatements reflect our current views with respect to future events and are nota guarantee of future performance.  Actual results may differ materially frominformation contained in the forward-looking statements as a result of a numberof factors, including, without limitation, the risk factors set forth in“Item 3. Key Information – Risk Factors” in our annual report on Form 20-Ffor the fiscal year ended December 31, 2008.  You should also keep in mind thatany forward-looking statement made by us in this report or elsewhere speaksonly as at the date on which we made it.  New risks and uncertainties come upfrom time to time, and it is impossible for us to predict these events or howthey may affect us.  We have no duty to, and do not intend to, update or revisethe statements in this report after the date hereof.  In light of these risksand uncertainties, you should keep in mind that actual results may differmaterially from any forward-looking statement made in this report or elsewhere.

 
 

 

**EXHIBITS**
 

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

1

 

 

 

2

 

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:

 

Press release regarding the Company’s unaudited financial condition and results of operations for the six (6) months ended June 30, 2009;

 

Mandatory conversion of outstanding shares of Series VI Convertible Preferred Stock issued on November 8, 2002; and 

 

Cash dividend declaration on the Company’s Common Capital Stock, Series IV Cumulative Non-Convertible Redeemable Preferred Stock, Series V Convertible Preferred Stock and Series B, F, Q, V and Z 10% Cumulative Convertible Preferred Stock.

 

 

 

 

 

 

 

10

 

 

 

10

 

 

 

 

 

 

 

Exhibit 1
 

 
 

 
August4, 2009
 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Ms. Janet A. Encarnacion

Head – Disclosure Department 
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) and Section 17.3 of the Securities RegulationCode, we submit herewith a copy of SEC Form 17-C with a press release attachedthereto regarding the Company’s unaudited financial condition and results ofoperations for the six (6) months ended June 30, 2009.

            Thisshall also serve as the disclosure letter for the purpose of complying with PSERevised Disclosure Rules.

 

 
 

 

Very truly yours,

** **

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
** **

** **

/s/ Florentino D. Mabasa, Jr.

**FLORENTINO D. MABASA, JR.**
Assistant Corporate Secretary

 

 

 

 

 

Page 1 of 10

   

 

Exhibit 1
 

 

August4, 2009 
 

 

Securities & ExchangeCommission

SEC Building, EDSA

Mandaluyong City

 

Attention:  DirectorJustina F. Callangan
Corporation Finance Department
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) of Securities Regulation Code and SRC Rule17.1, we submit herewith three (3) copies of SEC Form 17-C with a press releaseattached thereto regarding the Company’s unaudited financial condition andresults of operations for the six (6) months ended June 30, 2009. 

 

 

Very truly yours,

** **

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
** **

** **

/s/ Florentino D. Mabasa, Jr.

**FLORENTINO D. MABASA, JR.**
Assistant Corporate Secretary

 

 

Page 2 of 10

  

Exhibit1

 

COVER SHEET

 

 
P

W

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5

5

 
 

S.E.C. Registration No.

 

P

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T

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C

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P

A

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Y

 

 

 

 

 

 

(Company’s Full Name)

 

R

A

M

O

N

 

 C

O

J

U

A

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C

O

 

B

L

D

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C

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(Business Address: No. Street City/Town/Province)

 

MS. JUNE CHERYL A. CABAL 

 

816-8534

Contact Person

 

Company Telephone Number

 

 
 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

 
Month

Day

FORM TYPE

Month

Day

Fiscal Year

 

Annual Meeting

 
 

 
C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

 
2,183,226

As of June 30, 2009

 

N/A

 

 

N/A

 
 
Total No. of Stockholders

 

Domestic

 

Foreign

---------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

 

**STAMPS**
 

Remarks: Please use blackink for scanning purposes.

** **

Page 3 of 10

   

 

Exhibit 1

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 4 August 2009

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number PW-55

 

3.                 BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in its charter

 

5.         PHILIPPINES                                                      6.____________(SEC Use Only)  

Province, country or other jurisdiction                    IndustryClassification Code

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City                         1200 

Address of principal office                                                                  PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code and Sections 4 and 8 of the Revised SecuritiesAct

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

 

________________________________________________________________

________________________________________________________________

________________________________________________________________

 

 

Page 4 of 10

  Exhibit 1

**PRESS RELEASE**

 

** **

**FIRST HALF 2009 CONSOLIDATED CORE NET INCOME UP 11% TO P20.8 BILLION**

**REPORTED NET INCOME UP 2% TO P19.7 BILLION**

**EBITDA AT P44.1 BILLION; FREE CASH FLOW AT P31.6 BILLION**

**CELLULAR SUBSCRIBER BASE REACHES 38.5 MILLION, UP 16%**

**TOTAL BROADBAND SUBSCRIBERS AT 1.2 MILLION, UP 22%**

**INTERIM REGULAR DIVIDEND OF P77 PER SHARE DECLARED, A 10% INCREASE**

 

•         Consolidated core net income for the first half of 2009 at P20.8 billion, an increase of 11% from the P18.7 billion recorded in the first half of 2008  

•         Consolidated net income of P19.7 billion for 2009, 2% higher than the P19.3 billion net income in 2008 

•         Consolidated service revenues grew 4% year-on-year to P72.9 billion. Wireless service revenues increase 5% to P48.1 billion; fixed line service revenues up 3% to P25.4 billion; and ePLDT service revenues improve 5% to P5.2 billion

•         Consolidated EBITDA stable at P44.1 billion; consolidated EBITDA margin at 60% of service revenues

•         Consolidated free cash flow improves to P31.6 billion for the first half of 2009

•         Cellular subscriber base reaches 38.5 million; net subscriber additions of 3.3 million for first half 2009; growth year-on-year of 16%

•         Total broadband subscribers at 1.2 million, with aggregate revenue contribution from broadband and internet services of P6.5 billion for the first half of 2009, 27% higher than last year

•         Interim regular dividend of P77 per share declared, a 10% increase over the P70 interim dividend in the first half of 2008

** **

**MANILA, Philippines, 4th August 2009** –– Philippine Long Distance Telephone Company (“PLDT”) (PSE: TEL) (NYSE: PHI) today announced its financial results for the first six months of 2009 with Core Net Income, net of exceptional items, rising 11% to P20.8 billion, from P18.7 billion for the same period in 2008. Consolidated Reported Net Profit of P19.7 billion also increased by 2% from the P19.3 billion in the same period last year. This half’s results reflected the higher recurring net income, the impact of net losses from the foreign exchange revaluation of our financial assets and liabilities and derivatives (compared to a net gain in the first half last year), and the lower statutory tax rate. Consolidated service revenues increased by 4% to P72.9 billion, fueled mainly by the 6% growth in data and broadband revenues. Consolidated EBITDA was stable at P44.1 billion while EBITDA margin was 60%.

 

Consolidated free cash flow remained strong at P31.6 billion in the first six months of 2009. Consolidated capital expenditures stood at P10.7 billion for the half. Capital expenditures for 2009 are estimated to reach P27.0 billion. 

 

Page 5 of 10

   
 The Group’s consolidated debt balance as of 30th June 2009 was US$1.8 billion with net debt at approximately US$900 million.  Net debt to EBITDA stood at 0.5x. The Company’s debt maturities continue to be well spread out, with the bulk of debt repayments due in and after 2013. US dollar-denominated debt now represents only 63% of the Group’s debt portfolio, down from 79% at the end of 2008. Taking into account our peso borrowings, our hedges and our U. S. Dollar cash holdings, only 27% of total debt remains unhedged.  For 2009, the planned gross borrowings for the group are estimated at P38 billion.  At the end of the first semester, P33 billion had already been put in place, of which P19 billion has been drawn.  The additional debt, mainly denominated in Pesos, will be used to fund capital expenditures and support various investments, including the 20% stake in Meralco.  Net borrowing for the year is projected at P20 billion, resulting in a consolidated ratio of net debt to EBITDA at year end of about 0.9x. The Group’s cash and short-term securities are invested primarily in bank placements and Government securities.

 

Consistent with the Company’s stated dividend policy, the PLDT Board of Directors approved earlier today an interim dividend of P77 per share to common shareholders of record as of 20th August 2009. Dividend payment date is 22nd September 2009. To date, approximately 2.7 million shares have been bought back under the approved share buyback program and are being held as treasury shares. 

 

“Notwithstanding a more challenging environment, we are pleased to be able to sustain our committed minimum dividend payout of approximately 70% of core earnings with the declaration of this interim dividend of P77 per share.  This is 10% higher than the P70 per share interim dividend we declared last year,” declared **Manuel V. Pangilinan, Chairman of PLDT**.

 

**Wireless:   Continuing to Climb**
 

Wireless service revenues rose to P48.1 billion for the first half of 2009, 5% higher than the P45.8 billion recognized in the same period last year. Cellular subsidiaries, Smart Communications, Inc. (“Smart”) and Pilipino Telephone Corporation (“Piltel”) continue to lead the industry with their solid performances. 

 

Wireless EBITDA improved by 2% to P30.2 billion in the first six months of this year from P29.7 billion in the same period last year.  EBITDA margin decreased slightly to 63% due primarily to adjustments in compensation and employee benefits expenses relating to the long-term incentive plan as well as higher rent expenses for international leased circuits.  

 

The PLDT Group’s total cellular subscriber base for the first half of 2009 grew to 38.5 million subscribers, a 16% growth year-on-year.  For the first six months of 2009, Smart and Piltel added 3.3 million subscribers, as compared with 3.2 million in the first half of 2008. Smart recorded net additions of over 970,000 subscribers to end the period with 21.9 million subscribers while *Talk ‘N Text* added 2.3 million subscribers to end the half with 16.6 million subscribers. Together, Smart and Piltel maintained their leading market share in terms of both revenues and subscribers.

 

Cellular data revenues were up 2% to P24.2 billion, making up 54% of net cellular service revenues.  Cellular voice revenues were likewise up, improving by 5% to P19.1 billion. 

 

Smart continues to expand and improve its 2G network capacity while the rollout of the 3G and HSPA networks has been accelerated to meet expected demand. 

 | 
Page 6 of 10

   
  

In May 2009, Smart introduced Sandbox, its web platform which unites social networking, online media content downloading, as well as web services. Browsing on the portal is free of charge but downloading content is charged accordingly. Content is delivered straight to the subscriber’s mobile and the cost for any requested music, game, and video is automatically charged to the subscriber’s prepaid load or added to the monthly service fee for postpaid subscribers. Sandbox was also made available on mobile in June 2009.

 

”Research proves that Filipinos are an interactive people who constantly engage in on-line activities such as networking, blogging, uploading video and music,” added **Orlando B. Vea****,****Chief Wireless Adviser****of Smart****.**“With Sandbox, we are taking that experience one step further by enabling all these in one accessible online portal.”

 

Also in June, *Smartalk*, Smart’s unlimited voice offering, was made available to all Smart Buddy and Smart Gold subscribers nationwide. The new service enables Smart Buddy and Smart Gold subscribers to make unlimited calls to over the 38 million mobile phone users on the SMART network. SMART subscribers will be able to avail of the service, via registration, by purchasing loads for unlimited calls which come in two denominations: “*Smartalk* 100” which for P100 offers 5 days of unlimited calls and “*Smartalk* 500”, offers 30 days of unlimited calls to any subscriber on the SMART network for only P500.

 

“We are very conscious of the need to adapt our service offerings to the needs of our subscribers and the economic conditions. Smartalk is one more example of Smart’s ability to answer the call for “tipid sulit” – offering the best value at the lowest price," stated **Napoleon L.****Nazareno****, President and CEO of PLDT and Smart**. 

 

*SmartBro*, Smart’s wireless broadband service – through its wholly-owned subsidiary Smart Broadband, Inc. -  continued to expand as its wireless broadband subscriber base grew 26% to reach 689,000 as at end-June 2009, 261,000 of which were on *SmartBro’s* prepaid service. Wireless broadband revenues grew 30% to P2.6 billion, a significant improvement over the P2.0 billion recorded in the first half of 2008. 

 

PLDT Fixed Line:  Continued Resilience

 

Fixed line service revenues increased by 3% to P25.4 billion in the first six months of 2009 from P24.6 billion in the same period last year as significant gains in data revenues, both from corporate data and residential DSL services, were somewhat attenuated by declines in other segments of the business. National long distance revenues decreased while international long distance revenues continued to weaken due to the shifting of traffic to cellular and other means of communications.  Local exchange revenues declined 2% due to the bundling of voice and data services. Data service revenues contributed 41% of the fixed line’s service revenues as compared with only 36% in the same period last year. 

 

The fixed line business continues to pursue initiatives aimed at tapping new markets and generating new and higher ARPUs.  These were enabled by leveraging both the fixed and wireless networks and creating new products for different market segments.

 

Page 7 of 10

   
 Our expanded fixed line offers include:  PLDT Landline Plus and Call All: fixed-wireless landline services that allow free landline calls within the same calling area. SMEs are offered bundles that include hardware and connectivity that address their voice and broadband needs.  Among products available are:  Watcher, Negosyo Boost and myDSL biz.  

 

Retail DSL continued its strong performance as broadband subscribers grew by over 77,000 to 510,000 at the end of June 2009 from 433,000 at the end of 2008.  PLDT DSL generated P3.3 billion in revenues in the first half of 2009, up 27% from P2.6 billion in the same period in 2008.  

Fixed line EBITDA in 2008 declined to P13.3 billion due to higher cash operating expenses mainly compensation and employee benefits and rent expenses. Whilst EBITDA margin has decreased to 52% for the first half of 2009 as compared with 56% in the same period last year, this year’s margin is in line with the full year EBITDA margin reported in 2008.

 

"Achieving growth in the fixed line business is a feat in itself and being able to sustain this growth is even more laudable. In a data world that requires delivery of more complex services, the fixed line business is retooling its people and transforming processes.  Our modest success inspires us to stay on this path of transformation," declared **Nazareno**.****

**ePLDT:  Managing Challenges**

 

ePLDT, the Group’s information and communications technology arm, reported service revenues of P5.2 billion in the first half of 2009, an increase of 5% from the same period last year. ePLDT’s EBITDA increased to P511 million in the first six months of 2009 as compared with P493 million in the same period last year, mainly due to the favorable impact of the depreciation of the peso offset by  higher cash operating expenses, specifically compensation and employee benefits expense relating to salary adjustments and provision for incentive plans and redundancy programs. EBITDA margin at 10% was flat relative to the same period last year but higher than the 8% recorded in the first three months of 2009.  ePLDT’s revenues account for 7% of PLDT’s consolidated revenues. 

 

Customer interaction services (more commonly known as “call center”) revenues grew 2% to P1.7 billion. ePLDT Ventus, the umbrella brand for ePLDT’s customer interaction business, now operates six customer interaction service facilities with combined seats of close to 6,500 and an employee base of over 6,300. 

 

SPi Technologies, Inc. (“SPi”), ePLDT’s knowledge processing arm (also known as business process outsourcing or “BPO”), generated revenues of P2.5 billion in the first half of 2009, approximately the same amount as the same period last year. At the end of 2008, SPi chose to wind down the operations of its underperforming Electronic Discovery Data  (“EDD”) business**in its legal vertical. Revenues and EBITDA margins in the publishing and medical billing verticals continue to be broadly in line with expectations. In addition to the Philippines and the USA, SPi has operations in India and Vietnam. 

 

Page 8 of 10

   
 “Global uncertainties in the last few months have led to longer time for decision-making.  Nonetheless, businesses are back to focusing on creating value by looking at cost efficiencies, including outsourcing.  Slowly but surely, we are making headway in our goal of lifting SPi’s financial performance. We continue to focus on improving various operating metrics while looking out for new business opportunities. Vitro continues to be a bright spot as it sustains its significant revenue growth trend,” said **Ray C. Espinosa, ePLDT President and CEO.**

 

Conclusion

 

“While our first half performance remained robust, we are slightly concerned about what the second semester may bring – the third quarter is traditionally the slowest one in the year and we worry that the adverse effects of the global economic crisis may have a lagged effect on our economy.  We are seeing some signs that consumers generally may be wary about spending or committing to spend.  Nonetheless, I remain confident that we are up to the challenge. We have faced tough times before and come out a stronger and better company.  On the back of our strong first half performance, we have adjusted our core profit guidance for the year from P40 billion to P41 billion,” concluded **Manuel V. Pangilinan, PLDT Chairman.**

####

 | 
Page 9 of 10

   
  

 

 

*This press release may contain some statements which constitute “forward-looking statements” that are subject to a number of risks and uncertainties that could affect PLDT’s business and results of operations. Although PLDT believes that expectations reflected in any forward-looking statements are reasonable, it can give no guarantee of future performance, action or events.*
****
** **

**For further information, please contact:**

 

Anabelle L. Chua                     Melissa V. Vergel de Dios                   Ramon R. Isberto
Tel No: 816-8213                    Tel No: 816-8024                                Tel No: 511-3101

Fax No: 844-9099                   Fax No: 810-7138                               Fax No: 893-5174

 

** **

**About PLDT**

PLDT is the leading telecommunications provider in the Philippines. Through its three principal business groups – fixed line, wireless, and information and communications technology – PLDT offers a wide range of telecommunications services across the Philippines’ most extensive fiber optic backbone and fixed line, cellular and satellite network.

PLDT is listed on the Philippine Stock Exchange (PSE:TEL) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE:PHI).  PLDT has one of the largest market capitalizations among Philippine listed companies.

Further information can be obtained by visiting the web at www.pldt.com.ph.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 10 of 10

    

Exhibit 2

 

 

 

August 4, 2009

 

 
The Philippine Stock Exchange
4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:        Ms.Janet A. Encarnacion

Head- Disclosure Department

 

Gentlemen:

 

In compliance with Section 17.1 (b) and Section 17.3of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-Cwith respect to certain discloseable events/information.    

 

This shall also serve asour disclosure letter for the purpose of complying with the PSE RevisedDisclosure Rules.

 

 

Respectfully yours,

 

 

/s/ Florentino D. Mabasa, Jr.

**FLORENTINO D. MABASA, JR.**

Assistant CorporateSecretary

 

Page 1 of 10

  **** 

Exhibit 2
 

 

 

 

August 4, 2009

 

 

SECURITIES &EXCHANGE COMMISSION

CorporationFinance Department 

SEC Building, EDSA

Mandaluyong City

 

Attention:        DirectorJustina F. Callangan

                        CorporationFinance Department

 

Gentlemen:

 

In accordance with Section 17.1 (b) of the SecuritiesRegulation Code, we submit herewith three (3) copies of SEC Form 17-C withrespect to certain discloseable events/information.    

 

 

Respectfully yours,

 

 

/s/ Florentino D. Mabasa, Jr.

**FLORENTINO D. MABASA, JR.**

Assistant CorporateSecretary

 

Page 2 of 10

   

Exhibit2

COVER SHEET

 

 

P

W

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5

5

 

SEC Registration No.

 

P

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T

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(Company’s Full Name)

 

R

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(Business Address: No.Street/City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8553

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month

 

Day

 

FORM TYPE

 

Month

Day

 

 
Fiscal Year

 

Annual Meeting

 
 

C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

2,183,226

As of June 30, 2009

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnelconcerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

STAMPS

  

 

 

 

Remarks: Please use blackink for scanning purposes

 

Page 3 of 10

    

Exhibit 2

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.         4August 2009

Date of Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIRTax Identification No. 000-488-793

 

4.         PHILIPPINELONG DISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in its charter

 

5.         PHILIPPINES                                                      6.____________(SEC Use Only)  

Province, country or other jurisdiction                    IndustryClassification Code

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City                         1200 

            Address of principal office                                                                    PostalCode

 

8.         (632)816-8553 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

11.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code and Sections 4 and 8 of the Revised SecuritiesAct

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

 

Page 4 of 10

    

Exhibit 2

 

11.       Item 9 (Other Events)

 

We disclose that at themeeting of the Board of Directors of Philippine Long Distance Telephone Company(respectively, the “Board” and the “Company”) held on August 4, 2009:

 

1.     The Board approved the following:

 

(a)    The issuance of a notice to theholders of all outstanding shares of the Company’s Series VI ConvertiblePreferred Stock originally issued on November 8, 2002, (the “November 8, 2002CPS”), that all November 8, 2002 CPS outstanding as of the record date fixed bythe Board shall be mandatorily converted into shares of the Company’s CommonStock effective on November 9, 2009.

 

(b)    The record date for thedetermination of holders of outstanding November 8, 2002 CPS subject tomandatory conversion is November 8, 2009.

 

Enclosedis a copy of the aforementioned notice.

 

2.     The Board declared the following cash dividends outof the audited unrestricted retained earnings of the Company as at December 31,2008, which are sufficient to cover the total amount of dividends declared:

 

1.     Regular dividend of P77.00 per outstanding share ofthe Company’s Common Stock, payable on September 22, 2009 to the holders ofrecord on August 20, 2009

 

2.     A total of P12,420,000.00 on all of the outstandingshares of the Company’s Series IV Cumulative Non-Convertible RedeemablePreferred Stock, for the quarter ending September 15, 2009, payable onSeptember 15, 2009 to the holder of record on August 19, 2009.

 

3.     P0.051944 per day per outstanding share of theCompany’s Series V Convertible Preferred Stock which were originally issued onAugust 22, 2002 and scheduled for mandatory conversion into Common Stock of theCompany on August 23, 2009 (the “Converted CPS V”), for the period July 16,2009 to August 22, 2009, payable on September 10, 2009 to the holder of recordof said Converted CPS V at the close of business on August 22, 2009.

 

4.     P1.00 per outstanding share of the Company’s Series B10% Cumulative Convertible Preferred Stock, for the annual period ending August31, 2009, payable on September 30, 2009 to the holders of record on September1, 2009.

Page 5 of 10

  Exhibit 2

 

 

5.     P1.00 per outstanding share of the Company’s Series F10% Cumulative Convertible Preferred Stock, for the annual period ending August31, 2009, payable on September 30, 2009 to the holders of record on September1, 2009.

 

6.     P1.00 per outstanding share of the Company’s Series Q10% Cumulative Convertible Preferred Stock, for the annual period ending August31, 2009, payable on September 30, 2009 to the holders of record on September1, 2009.

 

7.     P1.00 per outstanding share of the Company’s Series V10% Cumulative Convertible Preferred Stock, for the annual period ending August31, 2009, payable on September 30, 2009 to the holders of record on September1, 2009.

 

8.     P1.00 per outstanding share of the Company’s Series Z10% Cumulative Convertible Preferred Stock, for the annual period ending August31, 2009, payable on September 30, 2009 to the holders of record on September1, 2009.

 

** **

   

Pursuant to therequirements of the Securities Regulation Code, PLDT has duly caused thisReport to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By:

** **

/s/ Florentino D. Mabasa, Jr.

FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

 

 

August 4, 2009

Page 6 of 10

   

Exhibit2

** **

** **

**NOTICE OF MANDATORY CONVERSION OF**

**SERIES VI CONVERTIBLE PREFERREDSTOCK**

**OF PHILIPPINE LONG DISTANCETELEPHONE COMPANY**

 

 

**To the Holder(s) ofSeries VI Convertible Preferred Stock of**

**Philippine LongDistance Telephone Company**

** **

 

           We wish toadvise that pursuant to the terms of the Company’s Series VI ConvertiblePreferred Stock (“CPS VI”), all outstanding shares of CPS VI originally issuedon November 8, 2002 (the “November 8, 2002 CPS”) will be mandatorily convertedinto shares of the Company’s Common Stock effective on November 9, 2009(respectively, the “Mandatory Conversion” and the “Mandatory Conversion Date”).

 

           The Companyhas fixed November 8, 2009 as the Record Date for the determination ofholder(s) of outstanding November 8, 2002 CPS subject to Mandatory Conversion.On Mandatory Conversion Date, each share of November 8, 2002 CPS VI outstandingas of the Record Date will be converted into one (1) share of Common Stock ofthe Company (the “Converted Common Shares”). The stock certificate(s)representing the Converted Common Shares will be registered in the name(s) ofthe registered owner(s) of the converted November 8, 2002 CPS. 

 

           The Hongkongand Shanghai Banking Corporation (HSBC), transfer agent of the Company, willnotify the registered owner(s) of the converted November 8, 2002 CPS (the“Holder”) of the availability of the stock certificate(s) representing theConverted Common Shares. HSBC will release the stock certificate(s) to eachHolder only upon compliance by such Holder of the following: (1) surrender toHSBC of duly endorsed certificate(s) representing its converted November 8,2002 CPS; (2) submission to HSBC of a letter in the form of Annex A hereof,containing representations, warranties and undertakings in favor of PLDT; and(3) payment of any taxes, duties and fees which are for such Holder’s account. 

 

Holder(s)will have the right to require the Company to repurchase the Converted CommonShares within 30 days following the Mandatory Conversion Date (the "PutOption"). We will provide more details regarding the Put Option, includingexercise and price information, on the Mandatory Conversion Date.

 

Paymentof dividends on the converted November 8, 2002 CPS accruing  from October 16,2009 to November 8, 2009, will be made  on December 8, 2009, and thecorresponding dividend check(s) will be  delivered to the respective addresseson record of the Holder(s) of converted November 8, 2002 CPS.

Page 7 of 10

    

Exhibit 2

 

            Any inquiriesyou may have with respect to the Mandatory Conversion should be addressed toHSBC c/o Mr. Weiser Co at telephone number (632) 5817516 or via e-mail atweiserco@hsbc.com.ph. 

 

 

 

 

PHILIPPINE LONG DISTANCETELEPHONE COMPANY

 

 

 

By        :     FLORENTINOD. MABASA, JR.

 

Title     :     FVPand Assistant Corporate Secretary

 

 

Page 8 of 10

    

Exhibit 2

**ANNEX A**

 

** **

Date:
 
 
To:       Philippine Long Distance Telephone Company
            ("PLDT")
 

 

(A)       Weare the registered holders, as of November 8, 2009, of _________ Series VIConvertible Preferred Shares of PLDT originally issued on November 8, 2002 (our“November 8, 2002 CPS VI”).  In connection with the Mandatory Conversion of ourNovember 8, 2002 CPS VI, on November 9, 2009, we agree to accept ________shares of common stock of Pesos 5.00 each in the capital of PLDT (the "ConvertedCommon Shares") issued upon mandatory conversion of our November 8, 2002CPS VI, and hereby authorize the entry of our name in the register ofstockholders of PLDT in respect thereof.

 

(B)       We,or the person(s) who own the beneficial interest in the November 8, 2002 CPSVI, understand that the Converted Common Shares  issued upon mandatoryconversion of such November 8, 2002 CPS VI have not been and will not beregistered under the Securities Act and agree that if we, or such person(s),should sell or transfer such Converted Common Shares we, or such person(s),will do so only in compliance with the Securities Act and other applicable lawsand only:-

 

(a)        outside the United States in accordance with Regulation S; or 

 

(b)        in accordancewith Rule 144 under the Securities Act, if available.

 

We,or the person(s) who own the beneficial interest in the November 8, 2002 CPSVI, understand and agree that the Converted Common Shares issued on conversionof the November 8, 2002 CPS VI shall not be deposited into any unrestricteddepository receipt facility for Common Shares established or maintained by adepository bank unless and until such Common Shares are no longer"restricted securities" within the meaning of Rule 144 under theSecurities Act.

 

We,or the person(s) who own the beneficial interest in the Novembers 8, 2002 CPSVI, understand and agree that the Converted  Common Shares issued on conversionof the November 8, 2002  CPS VI will bear a legend substantially as follows.

 

THECOMMON SHARES REPRESENTED BY THIS SHARE CERTIFICATE HAVE NOT BEEN AND WILL NOTBE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND   NEITHER  SUCH   COMMON   SHARES   NOR   ANY   INTEREST 

Page 9 of 10

    

Exhibit 2

 

THEREINMAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED ORDISPOSED OF UNLESS SO REGISTERED, EXCEPT (I) OUTSIDE THE UNITED STATES INACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (II) IN ACCORDANCEWITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE.  THE COMMON SHARESREPRESENTED BY THIS CERTIFICATE SHALL NOT BE DEPOSITED INTO ANY UNRESTRICTEDDEPOSITARY RECEIPT FACILITY FOR COMMON SHARES ESTABLISHED OR MAINTAINED BY ADEPOSITARY BANK UNLESS AND UNTIL SUCH COMMON SHARES ARE NO LONGER"RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 UNDER THESECURITIES ACT.

 

Uponreceipt by PLDT at its principal office of a written request from thebeneficial holder of the securities represented by such certificate, suchlegend shall be removed from such certificate in connection with a sale by suchholder if such holder has delivered to PLDT at such office an opinion of U.S.counsel reasonably satisfactory to PLDT that such sale is exempt from theregistration requirements of the Securities Act pursuant to Rule 904 underRegulation S or, if available, Rule 144.

 

 

 

 

Yoursfaithfully,

 

Forand on behalf of

[Nameof Registered Owner]

 

 

By        :     ___________________________

 

Name  :     ___________________________

 

Title     :     ___________________________

 

Page 10 of 10

   

 Signatures

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

 

By        :     /s/ Florentino D. Mabasa, Jr. 

Name  :     Florentino D. Mabasa, Jr. 

Title     :     First Vice President, Legal Services Head and Assistant Corporate Secretary

 

 

 

 

 

Date:August 4, 2009