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 July 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

 

 

July 31, 2009

 

 

The Philippine StockExchange

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 Philippine Long Distance Telephone Company(“PLDT”)(PSE:TEL)(NYSE:PHI) signed with ProtoStar Ltd. (“ProtoStar”), a Bermudacompany engaged in the satellite business, an agreement for an option tosubscribe to US$27.5 million worth of ProtoStar Series C Preferred Shares andan Agreement for Space Segment Services under which PLDT would make aprepayment of US$27.5 million for the use of C-band transponders on theProtoStar I satellite.  Under the latter agreement, when the payment is made,ProtoStar is obligated to provide service on five (5) C-band transponders onits ProtoStar I satellite from 2011 to 2017.  

 

Subsequently, on May 15,2009, we disclosed that PLDT formally notified ProtoStar of PLDT’s decision notto exercise its option to subscribe to US$27.5 million worth of ProtoStarSeries C Preferred Shares, and that the Agreement for Space Segment Servicesbetween ProtoStar and PLDT remains effective. ProtoStar earlier received fromPLDT the amount of US$27.5 million as priority deposit under the Agreement forSpace Segment Services to secure for PLDT first priority for the use of C-bandtransponders on the ProtoStar I satellite.

 

We now disclose that onJuly 30, 2009, PLDT obtained information from news reports and from the websiteof Kurtzman Carson Consultants LLC (www.kccllc.net) that on July 29, 2009,ProtoStar and its affiliates ProtoStar Satellite Systems, Inc., ProtoStar ILtd., ProtoStar II Ltd., ProtoStar Development Ltd. and ProtoStar  Asia Pte.Ltd. each filed voluntary petitions for relief under Chapter 11 of the UnitedStates Bankruptcy Code.  The cases are pending before the United StatesBankruptcy Court for the District of Delaware.

 

In its voluntarypetition, ProtoStar disclosed that PLDT is the largest unsecured creditor forthe amount of US$27.5 million.  ProtoStar further stated in its petition thatProtoStar estimates that it will have funds available for distribution tounsecured creditors. 

 

Page 1 of 5

    

Exhibit 1

 

PLDT will engage counselto represent it in the bankruptcy proceedings and will actively participate insuch proceedings to protect its rights and interests as a creditor of ProtoStarand under the Agreement for Space Segment Services under which ProtoStar isbound to provide service on five (5) C-band transponders on the ProtoStar Isatellite from 2011 to 2017.

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary &General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 2 of 5

   

 

 

 

 

 

 

 

 

 

 

 

Exhibit 1

 

 

 

July 31, 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 with Section 17.1(b)of the Securities Regulation Code and SRC Rule 17.1, we submit herewith SECForm 17-C updating our disclosure dated May 15, 2009.

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

Page 3 of 5

    

Exhibit 1

 

 

** **

   

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 July 31, 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 4 of 5

    

Exhibit 1

 

11.   Item 9 - Otherevents

 

Furtherto our disclosure dated May 15, 2009, attached is a copy of our letter datedJuly 31, 2009 to the Philippine Stock Exchange regarding the following:  (a)the filing by ProtoStar Ltd. (“ProtoStar”) and five affiliates of voluntarypetitions for relief under Chapter 11 of the United States Bankruptcy Code withthe United States Bankruptcy Court for the District of Delaware; (b) thedisclosure by ProtoStar that the Philippine Long Distance Telephone Company(PLDT) is its largest unsecured creditor for the amount of US$27.5 million andProtoStar’s estimate that it will have funds available for distribution tounsecured creditors; and (c) PLDT’s plan to engage counsel to represent it in thebankruptcy proceedings and to actively participate in such proceedings toprotect its rights and interests as a creditor of ProtoStar and under theAgreement for Space Segment Services under which ProtoStar is bound to provideservice to PLDT on five (5) C-band transponders on the ProtoStar I satellitefrom 2011 to 2017.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Regulation Code, theRegistrant has duly caused this report to be signed on its behalf by theundersigned hereto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

By:

    /s/ Ma. Lourdes C. Rausa-Chan

    MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

 

Page 5 of 5

    

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:July 31, 2009