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 that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding certain discloseable events/information.

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

Exhibit 1

 

 

** **

   

July 14, 2009 

 

 
The Philippine Stock Exchange
Disclosure Department

4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:        Ms.Janet A. Encarnacion 

Head,Disclosure Department

 

Ladies and Gentlemen:

 

In compliance with Section 17.1(b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-Cregarding certain discloseable events/information.

 

This shall also serve asthe disclosure letter for the purpose of complying with PSE Revised DisclosureRules.

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

Page 1 of 4

    
Exhibit 1
 
 
 

July 14, 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 SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C regardingcertain discloseable events/information.

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

Page 2 of 4

   

Exhibit 1

 

** **

   

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 July 14, 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 3 of 4

   

Exhibit 1

 

11.       Item 9 (Other Events)
 

            As an updateto our disclosure dated March 13, 2009 regarding the proposed acquisition byPilipino Telephone Corporation (“PILTEL”) of 223 million common shares ofManila Electric Company (“Meralco”) from the Lopez Group, for a total cashconsideration of Php20.070 billion or at Php90.00 per share, which transactionwas approved by PILTEL’s Board of Directors on March 13, 2009 and by PILTEL’sstockholders on June 30, 2009, we disclose the following information:

 

1.         On July 14,2009, PILTEL completed the acquisition of 223 million common sharesrepresenting approximately twenty percent (20%) of the outstanding common stockof Meralco from First Philippine Utilities Corporation, formerly known as FirstPhilippine Union Fenosa, Inc. (the “Seller”) at a price of Php90.00 per share ora total price of Php20.070 billion, settled directly with the Seller (the“Transaction”).

 

2.         TheTransaction was implemented through a special block sale/cross sale executed atthe Philippine Stock Exchange.

 

            PILTELis 92.81% subsidiary of Smart Communications, Inc., which is a wholly ownedsubsidiary of Philippine Long Distance Telephone Company.

 

 

SIGNATURE

 

 

            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

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

Date: July 14,2009

Distribution Copies:  3copies - Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Corporate Secretary

 

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:July 14, 2009