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 September2009**
 

 

**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 the acquisition of PLDT common shares by the Company pursuant to its Share Buyback Program that was approved by the Board of Directors of the Company on August 5, 2008 and December 9, 2008.

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

Exhibit1

 

 

 

September 18,2009
 

 

Securities and ExchangeCommission

SEC Building

EDSA, Mandaluyong City

 

Attention:  Atty.Justina F. Callangan
Director,Corporation Finance Dept.

 

Gentlemen:

 

Incompliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith a copy of SEC Form 17-C with respect to certaindiscloseable events/information.            

 

            Thank you.

 

 

 

Very truly yours,

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

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

                 Corporate Secretary

Page 1 of 5

   

Exhibit1

 

COVER SHEET

 

 

P

W

-

5

5

 

SEC Registration No.

 

P

H

I

L

I

P

P

I

N

E

 

L

O

N

G

 

D

I

S

T

A

N

C

E

 

 

 

 

T

E

L

E

P

H

O

N

E

 

C

O

M

P

A

N

Y

 

 

 

 

(Company’s Full Name)

 

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

M

A

K

A

T

I

 

A

V

E.

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

(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

2,183,187

As of August 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 5

   

Exhibit 1

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 September 18, 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                                                                PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, including area 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 5

    

Exhibit 1

 

11.       Other Events

 

Attached heretois a copy of our letter to thePhilippine Stock Exchange dated September 18, 2009 regarding the acquisition ofPLDT common shares by theCompany pursuant to its Share Buyback Program that was approved by the Board ofDirectors of the Company on August5, 2008 and December 9, 2008.

 

            Pursuant to the requirements of theSecurities Regulation Code, the Company has duly caused this Report to besigned on its behalf by the undersigned hereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE

    TELEPHONE COMPANY

 

         By:

/s/Ma. Lourdes C. Rausa-Chan

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

           Corporate Secretary

 

 

 

September 18, 2009

 

 

 

 

 

 

 

 

Page 4 of 5

    
Exhibit 1

 

 

September 18, 2009
 

 

PhilippineStock Exchange, Inc.

DisclosureDepartment

4thFloor, Philippine Stock Exchange Centre

(Tektite Tower) Exchange Road, Ortigas Center

Pasig City

 

                                    Attention :  Ms. JanetA. Encarnacion
Head  – Disclosure Dept.
 

Gentlemen:

Pursuant to Section 9 of the Revised Disclosure Rules as well as the letters ofthe Exchange dated January 29, 2008 and February 29, 2008, we report hereunder sharesof PLDT Common Stock acquired by the Company on September 18, 2009 pursuant tothe Share Buyback Program approved by the Board of Directors on August 5, 2008and December 9, 2008.

 

Date of Transaction

Number of Shares

Price Per Share

Treasury Shares

To date

Sept. 18, 2009

 

5,040

 

P2,300.00

2,669,616

- do -

 

1,000

 

P2,305.00

2,670,616

- do -

 

7,170

 

P2,310.00

2,677,786

 

NOTE:

The column marked “Outstanding Shares After Transaction” was deleted because the outstanding common shares available from our transfer agent in computing the Outstanding Shares After Transaction is only as of 3 trading days prior to the transaction date.

 

   Thank you.

 

 

                Very truly yours,

**PHILIPPINE LONG DISTANCE TELEPHONECOMPANY**

****

 

/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 has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly 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:September 18, 2009