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

 

 

 

Copy of the disclosure letter that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding cash dividend declaration on the Company’s Series VI Convertible Preferred Stock and Series E, K, O and U 10% Cumulative Convertible Preferred Stock.

 

 

4

 

 

 

 

 

 

 

 

Exhibit 1

 

August25, 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:

 

            Incompliance with the disclosure requirements of the Philippine Stock Exchange,we advise that at the meeting of the Board of Directors of Philippine LongDistance Telephone Company (the “Company”) held on August 25, 2009, thefollowing cash dividends were declared out of the unaudited unrestrictedretained earnings of the Company as at March 31, 2009, which are sufficient tocover the total amount of dividends declared:

 

1.         US$.09925 peroutstanding share of the Company’s Series VI Convertible Preferred Stock, forthe quarter ending October 15, 2009, payable on October 15, 2009 to the holdersof record on September 24, 2009.

 

2.     P1.00per outstanding share of the Company’s Series E 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

3.     P1.00per outstanding share of the Company’s Series K 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

4.     P1.00per outstanding share of the Company’s Series O 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

5.     P1.00per outstanding share of the Company’s Series U 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

            Wedo not expect any adjustment that would materially affect the balance of theunaudited unrestricted retained earnings of the Company as at March 31, 2009.

 

            Thankyou.

 

 

Very truly yours,

 

**/s/ Ma. Lourdes C. Rausa-Chan**

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

Page 1 of 4

  

Exhibit1

 

COVER SHEET

 

 

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5

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SEC Registration No.

 

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(Company’s Full Name)

 

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

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

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

  2,183,266

As of July 31, 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 2 of 4

    

Exhibit 1

 

SECURITIES AND EXCHANGECOMMISSION

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 August 25, 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)816-8405 

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 3 of 4

   

Exhibit 1

 

11.        Item 9(Other Events)

 

            Wedisclose that at the meeting of the Board of Directors of Philippine LongDistance Telephone Company (respectively, the “Board” and the “Company”) heldon August 25, 2009, the Board declared the following cash dividends out of theunaudited unrestricted retained earnings of the Company as at March 31, 2009,which are sufficient to cover the total amount of dividends declared:

 

1.     US$.09925per outstanding share of the Company’s Series VI Convertible Preferred Stock,for the quarter ending October 15, 2009, payable on October 15, 2009 to theholders of record on September 24, 2009.

 

2.     P1.00per outstanding share of the Company’s Series E 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

3.     P1.00per outstanding share of the Company’s Series K 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

4.     P1.00per outstanding share of the Company’s Series O 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

5.     P1.00per outstanding share of the Company’s Series U 10% Cumulative ConvertiblePreferred Stock, for the annual period ending September 30, 2009, payable onOctober 30, 2009 to the holders of record on September 24, 2009.

 

            Wedo not expect any adjustment that would materially affect the balance of theunaudited unrestricted retained earnings of the Company as at March 31, 2009.

 

 

Pursuantto the requirements of the Securities Regulation Code, the Company has dulycaused this Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**
 

By:

 

**/s/ Ma. Lourdes C. Rausa-Chan**

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

August 25, 2009

Page 4 of 4

   

 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/ 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:August 25, 2009