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 November 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.

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

Exhibit 1

 

 

 

November 6, 2009

 

 

SECURITIES &EXCHANGE COMMISSION 

CorporationFinance Department

SEC Building,EDSA

Mandaluyong City

 

Attention          :           Ms.Justina F. Callangan

                                    Director,Corporation Finance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordancewith Section 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, wesubmit herewith SEC Form 17-C with a copy of our disclosure letter to thePhilippine Stock Exchange regarding certain transactions of our 67%-ownedsubsidiary, Mabuhay Satellite Corporation.

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary 

 

MLCRC:amy

Encs.

 

 

Page 1 of 6

   

Exhibit1

 

 

**SECURITIES ANDEXCHANGE COMMISSION**

** **

** **

**SEC FORM 17-C**

** **

**CURRENT REPORTUNDER SECTION 17**

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

 

 

1.                 November 6, 2009 

(Date of earliest event reported)

 

2.                 SEC Identification Number  PW-55

 

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

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY                                        

            Exactname of registrant as specified in its charter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

           Province, country or otherjurisdiction             Industry Classification Code

of Incorporation

 

7.         9thFloor MGO Building

            Legaspicorner dela Rosa Streets, Makati City                                  1200 

     Address of principal office                                                                  PostalCode

 

8.         (632)816-8553                                           

           Registrant's telephone number, including areacode
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

10.       Securitiesregistered pursuant to Sections 8 and 12 of the SRC

 

            Titleof Each Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

Page 2 of 6

    

Exhibit 1

 

 

11.       Item9 – Other Events

 

Attached is acopy of our disclosure letter to the Philippine Stock Exchange dated November6, 2009 together with the related press release.   This pertains to MabuhaySatellite Corporation (“MSC”), a 67%-owned subsidiary of Philippine LongDistance Telephone Company.

 

 

SIGNATURE

 

            Pursuantto the requirements of the Securities Regulation Code, the Registrant has dulycaused this report to be signed on its behalf by the undersigned hereto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

Date:   November 6, 2009 

 

 

 

 

Page 3 of 6

    

Exhibit 1

 

 

6 November 2009

 

THEPHILIPPINE STOCK EXCHANGE

DISCLOSUREDEPARTMENT

4thFloor, PSE Centre

ExchangeRoad, Ortigas Center

PasigCity

 

Attention:   Ms. Janet A.Encarnacion

                   Head,Disclosure Department

 

DearSirs/Mesdames:

 

We disclose that on 22October 2009, Mabuhay Satellite Corporation (“MSC”), a 67%-owned subsidiary ofPhilippine Long Distance Telephone Company (“PLDT”) (PSE: TEL) (NYSE: PHI), signed several agreements with Asia Broadcast Holdings Ltd. (“ABS”), a Bermuda companyengaged in the satellite business.  However, these agreements will be effectiveonly upon compliance by both MSC and ABS with certain conditions precedent,including obtaining the requisite corporate and regulatory approvals andconduct of satisfactory due diligence.  

 

The transactions between MSC and ABS involve the wholesale lease by ABS of the Agila-2 satellite from MSC and, upon the satisfaction of various conditions precedent, the purchase by ABS of the business of MSC.  Until such time that the conditions precedent under the relevantagreements are met, MSC, under the lead of its President and CEO, Mr. GabrielZ. Pimentel, shall continue to operate and manage the business on behalf of ABS under an operations and management agreement.  

 

Attached is a relatedpress release on the matter.

 

 

Very truly yours,

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

Encl.: Press Release

Page 4 of 6

    

Exhibit 1

 

ABS Contact:                                                                MSC Contact:

Penny Hill                                                                     Marie Joanne P. Palaroan

Asia Broadcast Satellite                                                 Mabuhay Satellite Corporation

Tel: +65 8189 8835                                                        Tel:+63 2 8875788, loc. 125     

Email: penny@absatellite.net                                          Email :marie@mabuhaysat.com

**PRESS RELEASE**

** **

** **

**ASIA BROADCAST SATELLITE TO ACQUIRE****MABUHAY SATELLITE CORPORATION**

** **

** **

XX Nov 2009 – Mabuhay Satellite Corporation (MSC) and Asia Broadcast Satellite (ABS) announced that theyhave signed an agreement for the sale and purchase of substantially all of thebusiness of MSC. The closing of the transaction will occur upon the issuance ofthe necessary regulatory U.S. governmental approvals.

 

MSC's Agila-2 satellite is a SpaceSystems/Loral FS-1300 spacecraft launched in Aug 1997.  The satellite has a payload consisting of 24Standard C-Band and 6 Extended C-Band transponders  covering Asia  from Indiato Philippines, Japan to Indonesia, and a C-band spot beam over Hawaii toprovide connectivity to the USA.   It also has 24 Ku-band transponders coveringthe Philippines, Coastal China, Taiwan, and Hong Kong providing capacity for TVdistribution, DTH and VSAT services.

 

The MSC Subic Space Center is astate-of-the-art satellite communications facility in the Philippines providingfull satellite operations, payload and client monitoring, tracking, telemetryand control services for Agila-2 in geostationary orbit, and a full NetworkOperations Center (NOC) managed 24/7 by highly trained professionals. 

 

“ABS, while one of the youngest satelliteoperators in Asia, has been very progressive with its recent procurement of theABS-1A, and ABS-2 satellites as part of its fleet’s expansion. We are happywith this acquisition, which leverages the satellite operations capabilitiesdeveloped through the years by Mabuhay Satellite. This will not only ensurefuture continuity of Mabuhay’s Subic Space Center but will thrust it intogrowth as this facility is further expanded to support ABS growing satelliteoperations needs.”, said Mr. Gabriel Z. Pimentel, CEO of MSC.

 

“We are very pleased and excited to workwith MSC to conclude this transaction.   The acquisition of MSC is verystrategic for ABS because of the many synergies it creates in combining MSC'srange of applications, operational expertise and business relationships withour future growth and long term objectives.   ABS will maintain all of Mabuhay's operations in thePhilippines and the staff will be integrated with the ABS team”, said Mr. Tom Choi, CEO of Asia BroadcastSatellite.  “We feel that this is the perfect complementary marriage of the twocompanies.”

 **-End-**

** **

Page 5 of 6

  ** **
****
 

Exhibit 1

** **

**About Mabuhay Satellite Corporation (MSC)**

** **

Mabuhay Satellite Corporation (MSC) is thefirst Philippine entity to own and operate a communications satellite.

 

Incorporated on November 10, 1994 asMabuhay Philippines Satellite Corporation (MPSC), the company was set upprimarily to establish, own, operate and maintain an international satellitefacility and other forms of telecommunications equipment that are capable ofproviding international and domestic communication links to telecommunications;broadcast and other public utility companies operating in the Philippines andother countries: to purchase, sell or lease international satellite facilitiesand capacity to telecommunication, broadcasting and other public utilitycorporations; and to manage, and maintain domestic and international satellitefacilities of other companies.

 

For more information, please visit theCompany’s website at www.mabuhaysat.com.

 

** **

**About Asia Broadcast Satellite**

 

Asia Broadcast Satellite (ABS) is one ofthe fastest growing premium satellite operators in the world.   Operating theABS-1 and ABS-1A satellites at 75°EL, it connects 4/5th of theworld’s population covering all of Asia, the CIS region, the Middle East, mostof Africa and Eastern Europe.   

 

Leveraging its extensive coverage andoperating its own full service, redundant teleport facilities in both Hong Kongand Germany, ABS is able to strategically and effectively offer a broad rangeof End-to-End solutions including CATV distribution, Direct to Home, CellularBackhaul, VSAT and Internet Backbone services with diverse IP transit throughits European and Asian internet gateways.   ABS currently hosts over 90channels on ABS-1, making it as one of the fastest growing and top satellitedistribution platforms for CATV distribution in the Indian Ocean Region.

 

ABS is rapidly expanding its satellitefleet and business worldwide through the procurement  for a newstate-of-the-art high powered satellite, ABS-2, that is scheduled to becomeoperational during the first half of 2012. The ABS-2 satellite will be oneof the largest FSS satellites to be launched over the Eastern Hemisphere with78 active transponders delivering over 14 kW of payload power.  Together withABS-1, the 75° E will be the most powerful orbital position in the Asia Pacific/ Indian Ocean region with over 22kW of power and expansive coverage with 122active C, Ku and Ka-band transponders.

 

For more information, please visit theCompany’s website at www.absatellite.net.

Page 6 of 6

   

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:November 6, 2009