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 June 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

 

 

 

Copies of the disclosure letters we filed today with the Philippine Stock Exchange and the Securities and Exchange Commission with respect to the submission of the Certification executed by Mr. Alfred V. Ty in connection with his election as independent director of Philippine Long Distance Telephone Company (the “Company”) during the Annual Meeting of Stockholders of the Company held on June 9, 2009.

 

 

5

 

 

 

 

 

Exhibit1

 

 

 
June 15, 2009
 

 

Philippine Stock Exchange

4th Floor PSE Center, Exchange Road

Ortigas Center, Pasig City

 

Attention:  Ms. Janet A. Encarnacion 
 Head – Disclosure Department
 

Gentlemen:

 

Enclosed is our letter addressed to the Securities andExchange Commission with respect to the submission of the Certificationexecuted by Mr. Alfred V. Ty in connection with his election as independentdirector of Philippine Long Distance Telephone Company (the “Company”) duringthe Annual Meeting of Stockholders of the Company held on June 9, 2009.

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 1 of 5

    

 
Exhibit1

 

 

 
June 15, 2009
 

 

Securities and ExchangeCommission

SEC Building

EDSA, Mandaluyong City

 

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

 

Gentlemen:

 

With reference to our disclosure letter dated June 9,2009, we submit herewith three (3) copies of the Certification executed by Mr.Alfred V. Ty in connection with his election as independent director ofPhilippine Long Distance Telephone Company (the “Company”) during the AnnualMeeting of Stockholders of the Company held on June 9, 2009.

 

Thankyou.

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 2 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

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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

 

CERTIFICATION OF

INDEPENDENT DIRECTOR

 

 

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

2,183,175

As of May 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 3 of 5

   

Exhibit1

 

CERTIFICATION OF INDEPENDENTDIRECTOR

 

 

            I, ALFRED V.TY, Filipino, of legal age and a resident of 20F GT Tower, 6813 Ayala Avenuecorner H.V. dela Costa Street, Makati City, after having been duly sworn to inaccordance with law do hereby declare that:

 
- I am an independent director of the Philippine Long Distance Telephone Company (PLDT), having been duly elected as such during its Annual Meeting of Stockholders held on June 9, 2009.

 
- I am affiliated with the following companies or organizations:

 

Company/Organization

Position/

Relationship

Period of 

Service

Toyota Motors Phils. Corp.

Vice-Chairman

1992 – present

Federal Land, Inc.

President

1997 – present

Asia Pacific Top Mgt. Int’l. Resources, Corp. (Marco Polo Plaza Cebu)

Chairman

2005 – present

Global Business Power Corp.

Director

2006 – present

Metrobank

Corporate Secretary

2002 – present

Metrobank Foundation, Inc.

Corporate Secretary 

1996 – present

 
- I am not a securities broker-dealer, i.e., I do not hold any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Philippine Stock Exchange, associated person or salesman, and an authorized clerk of the broker or dealer.

 
- I possess all the qualifications and none of the disqualifications to serve as an Independent Director of PLDT, as provided for in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations.

 
- I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code.

 
- I shall inform the corporate secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.  

 

Done,this 11th day of June 2009, at Makati City.

 

 

/s/ Alfred V. Ty

ALFRED V. TY

Affiant

 

Page 4 of 5

    

Exhibit 1

 

SUBSCRIBED AND SWORN to before me, a notary public inand for the City of Makati City this 9th day of June 2009.  Theaffiant, whom I identified through the following competent evidence ofidentity: Philippine Driver’s License No. N17-85-022013, expiring on August02, 2011, personally signed the foregoing instrument before me and avowedunder penalty of law to the whole truth of the contents of said instrument.

 

 

WITNESSMY HAND AND SEAL on the date and at the place first abovementioned.

 

 

/s/Nicanor G. Nuevas

NICANORG. NUEVAS

NotaryPublic for the City of Makati

UntilDecember 31, 2010

AppointmentNo. M-34

Rollof Attorneys No. 20082

PTRno. 1576312 – 01/13/2009 Makati City

LifetimeIBP No. 02376 – 06/11/01

9/FMGO Bldg., Legaspi St.

Legaspi Village, Makati City, MM

 

 

Doc. No.  361;

Page No.74;                                                                

Book No. IX;

Seriesof 2009.

 

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:June 15, 2009