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 May 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

 

 

 

 

 

 

 

Copy of the disclosure letter we sent to the Philippine Stock Exchange and the Securities and Exchange Commission regarding a discloseable event/information.

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

Exhibit 1

 

 

** **

  May 15, 2009 

 
The Philippine Stock Exchange
Disclosure Department

4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:         Ms. JanetA. Encarnacion

Head,Disclosure Department

 

Dear Sirs/Mesdames:

 

On September 16, 2008, wedisclosed that our 67% owned subsidiary Mabuhay Satellite Corporation(“Mabuhay”) entered into, among others, a Wholesale Transponder Lease Agreement(“WTLA”) with ProtoStar Ltd. (“ProtoStar”), a Bermuda company engaged in thesatellite business, and ProtoStar III Ltd. (“ProtoStar III”), a wholly-ownedsubsidiary of ProtoStar.  Under the terms of the WTLA and subject to certainconditions, Mabuhay was to lease to ProtoStar III the transponders onboardMabuhay’s Agila 2 satellite and assign its customer contracts and ground assetsto ProtoStar III’s Subic branch.  As consideration for the wholesale lease,Mabuhay was to receive US$22.5 million worth of ProtoStar’s Series C PreferredShares.  Simultaneously, Philippine Long Distance Telephone Company (“PLDT”)(PSE: TEL) (NYSE: PHI) signed an agreement for an option to subscribe toUS$27.5 million worth of ProtoStar Series C Preferred Shares and an Agreementfor Space Segment Services.

 

We now disclose that onMay 12, 2009, PLDT formally notified ProtoStar that it is not exercising itsoption to subscribe to US$27.5 million worth of ProtoStar Series C PreferredShares.  However, the Agreement for Space Segment Services between ProtoStarand PLDT for use of C-band transponders on the ProtoStar I satellite from 2011to 2017 remains effective. 

 

On the same date,Mabuhay, in a letter to ProtoStar and ProtoStar III, formalized theconsequential termination on April 30, 2009 of the WTLA due to non-fulfillmentof certain closing conditions.  Mabuhay, ProtoStar and ProtoStar III arenonetheless in continued discussions to determine and arrive at the appropriate operatingagreements to govern the collaboration between Mabuhay and ProtoStar in variousareas such as marketing and sales, and the provision of back-up TT&C and NOC services for ProtoStar’s satellites, among others.

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary &General Counsel

 

Page 1 of 4

   

 

 

 

Exhibit 1

 

 

 

May 15, 2009 

 

 

 

SECURITIES &EXCHANGE COMMISSION

CorporationFinance Department 

SEC Building, EDSA

Mandaluyong City

 

Attention:        DirectorJustina F. Callangan

                        CorporationFinance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordance withSection 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submitherewith SEC Form 17-C updating our disclosure dated September 16, 2008.

 

 

Respectfully yours,

 

 

/s/ Ma. Lourdes C.Rausa-Chan

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary

 

Page 2 of 4

   

Exhibit 1

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 May 15, 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 principaloffice                                                          Postal Code

 

8.         (632)816-8553 

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 3 of 4

    

Exhibit 1

 

 

11.   Item 9 - Otherevents

 

Furtherto our disclosure dated September 16, 2008, attached is a copy of our letterdated May 15, 2009 to the Philippine Stock Exchange regarding the following:(a) Company’s formal notification to ProtoStar Ltd. that it is not exercisingits option to subscribe to US$27.5 million worth of ProtoStar Ltd. Series CPreferred Shares; however, the Agreement for Space Segment Services betweenProtoStar Ltd. and the Company for use of C-band transponders on the ProtoStarI satellite from 2011 to 2017 remains effective; and (b) termination of theWholesale Transponder Lease Agreement between Mabuhay Satellite Corporation,ProtoStar Ltd. and ProtoStar III Ltd. 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the SecuritiesRegulation Code, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned hereto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 4 of 4

    

Signatures

 

 

Pursuant tothe 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 and Assistant

                  Corporate Secretary

 

 

 

Date:May 18, 2009