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

 

A copy of the disclosure letter that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the press release issued by Moody’s Investors Service (Moody’s) entitled  “Moody’s upgrades PLDT’s bond rating to Ba1; outlook stable”.

 

 

 

 

 

 

6

 

 

 

Exhibit 1

 

 

 

July 24, 2009 

 
 

 

The Philippine Stock Exchange
4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:        Ms.Janet A. Encarnacion

Head,Disclosure Department

 

Ladies and Gentlemen:

 

In compliancewith Section 17.1(b) and Section 17.3 of the Securities Regulation Code, wesubmit herewith a copy of SEC Form 17-C with a press release issued by Moody’sInvestors Service (Moody’s) attached thereto entitled “Moody’s upgrades PLDT’sbond rating to Ba1; outlook stable”.

 

This shall also serve asour disclosure letter for the purpose of complying with the PSE RevisedDisclosure Rules.

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

Page 1 of 6

    

Exhibit 1

 

 

 

July 24, 2009 

 

 

SECURITIES &EXCHANGE COMMISSION

Money MarketOperations Department

SEC Building, EDSA

Mandaluyong City

 

Attention         :           DirectorJustina F. Callangan

                                    CorporationsFinance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordancewith Section 17.1 (b) of the Securities Regulation Code, we submit herewiththree (3) copies of SEC Form 17-C with a press release issued by Moody’sInvestors Service (Moody’s) attached thereto entitled “Moody’s upgrades PLDT’sbond rating to Ba1; outlook stable”.

 

 

Very trulyyours,

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

Page 2 of 6

   

Exhibit1

 

**SECURITIES ANDEXCHANGE COMMISSION**

** **

** **

**SEC FORM 17-C**

** **

**CURRENT REPORTUNDER SECTION 17**

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

1.                 July 24, 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.         PHILIPPINES  6. _____________ (SEC Use Only)  

           Province, country or otherjurisdiction             Industry Classification Code

of Incorporation

 

7.         9th Floor 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

                                                            Licensedand Amount of Debt Outstanding

 

 

 

Page 3 of 6

    

Exhibit 1

 

11.       Item9 – Other Events

 

Attached heretois a press release issued by Moody’s Investors Service (Moody’s) entitled“Moody’s upgrades PLDT’s bond rating to Ba1; outlook stable”.

 

 

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:   July 24, 2009 

 

 

 

Page 4 of 6

  Exhibit 1

* *

*** ***

***Moody’s Investors Service***

 

Rating Action: Moody’s upgrades PLDT’s bond rating to Ba1; outlookstable

GlobalCredit Research – 24 Jul 2009

 

Approximately $550Million of Debt Securities Affected

 

Hong Kong, July 24, 2009 –Moody’s Investors Service has upgraded to Ba1 from Ba2 the foreign currencybond rating of Philippine Long Distance Telephone Company’s (“PLDT”).  Thisrating action follows Moody’s decision to upgrade the Republic of Philippines government’s B1 long-term foreign-currency rating to Ba3 and the foreign-currencycountry ceiling to Ba1 from Ba3.  PLDT’s Ba1 foreign currency debt rating isnow in line with the Philippines’ country ceiling for foreign currency bonds.

 

At the same time,Moody’s has affirmed PLDT’s Baa2 local currency issuer rating.  The outlook forboth ratings is stable.

 

The principalmethodology used in rating PLDT was the Global Telecommunications Industrydated December 2007, which can be found at www.moodys.com in the Credit Policy& Methodologies directory, in the Ratings Methodologies subdirectory. Othermethodologies and factors that may have been considered in the process ofrating this issuer can also be found in the Credit Policy & Methodologiesdirectory.

 

The last ratingaction was taken on 18th May 2009 when PLDT’s Baa2 senior unsecuredlocal currency issuer rating was confirmed with a stable outlook.

 

PLDT, headquarteredin Manila and listed on the Philippine Stock Exchange and American DepositoryReceipts traded on the New York Stock Exchange, is an integrated provider offixed-line, broadband, cellular and ICT (Information and CommunicationsTechnology) services.  It currently has a 52% subscriber market share forcellular telephony, 60% for fixed-line services and about 70% for broadband.

 

 

Hong Kong

LauraAcres

VicePresident -Senior Analyst

CorporateFinance Group

Moody'sAsia Pacific Ltd.

JOURNALISTS:(852) 2916-1150

SUBSCRIBERS:(852) 3551-3077

 

Hong Kong

Gary Lau

Senior Vice President

Corporate Finance Group

Moody's Asia Pacific Ltd.

JOURNALISTS: (852) 2916-1150

SUBSCRIBERS: (852) 3551-3077 

** **

 

Page 5 of 6

  ****Exhibit 1

 

**CREDIT RATINGSARE MIS’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES,CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK ASTHE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS ASTHEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDITRATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITYRISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTSOF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE   INVESTMENT ORFINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONSTO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENTON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MIS ISSUES ITSCREDIT RATINGS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILLMAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATIONFOR PURCHASE, HOLDING, OR SALE.**

 

© Copyright2009, Moody's Investors Service, Inc. and/or its licensors including Moody'sAssurance Company, Inc. (together, "MOODY'S"). All rights reserved. 

 

ALLINFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCHINFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHERTRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FORSUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNEROR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTENCONSENT. All information contained herein is obtained by MOODY'S from sourcesbelieved by it to be accurate and reliable. Because of the possibility of humanor mechanical error as well as other factors, however, such information isprovided "as is" without warranty of any kind and MOODY'S, inparticular, makes no representation or warranty, express or implied, as to theaccuracy, timeliness, completeness, merchantability or fitness for anyparticular purpose of any such information. Under no circumstances shallMOODY'S have any liability to any person or entity for (a) any loss or damagein whole or in part caused by, resulting from, or relating to, any error(negligent or otherwise) or other circumstance or contingency within or outsidethe control of MOODY'S or any of its directors, officers, employees or agentsin connection with the procurement, collection, compilation, analysis,interpretation, communication, publication or delivery of any such information,or (b) any direct, indirect, special, consequential, compensatory or incidentaldamages whatsoever (including without limitation, lost profits), even ifMOODY'S is advised in advance of the possibility of such damages, resultingfrom the use of or inability to use, any such information. The credit ratingsand financial reporting analysis observations, if any, constituting part of theinformation contained herein are, and must be construed solely as, statementsof opinion and not statements of fact or recommendations to purchase, sell orhold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY,TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEOF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'SIN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighedsolely as one factor in any investment decision made by or on behalf of anyuser of the information contained herein, and each such user must accordinglymake its own study and evaluation of each security and of each issuer andguarantor of, and each provider of credit support for, each security that itmay consider purchasing, holding or selling. 

 

MOODY'S hereby disclosesthat most issuers of debt securities (including corporate and municipal bonds,debentures, notes and commercial paper) and preferred stock rated by MOODY'Shave, prior to assignment of any rating, agreed to pay to MOODY'S for appraisaland rating services rendered by it fees ranging from $1,500 to approximately$2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agencysubsidiary, Moody's Investors Service (MIS), also maintain policies andprocedures to address the independence of MIS's ratings and rating processes.Information regarding certain affiliations that may exist between directors ofMCO and rated entities, and between entities who hold ratings from MIS and havealso publicly reported to the SEC an ownership interest in MCO of more than 5%,is posted annually on Moody's website at www.moodys.com under the heading"Shareholder Relations - Corporate Governance - Director and ShareholderAffiliation Policy." 

 

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:July 24, 2009