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

 

 

 

2

 

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:

 

Press release regarding the Company’s unaudited financial condition and results of operations for the nine (9) months ended September 30, 2009; and

 

Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock, Series VI Convertible Preferred Stock and Series G, N, P and S 10% Cumulative Convertible Preferred Stock.

 

 

 

 

 

 

 

11

 

 

 

4

 

 

 

 

 

 

 
Exhibit1

 

 
 
November3, 2009
 

 

Philippine Stock Exchange

4/F Philippine StockExchange Center

Exchange Road, OrtigasCenter

Pasig City

 

Attention:  Ms. Janet A. Encarnacion

Head –Disclosure Department 
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) and Section 17.3 of the Securities RegulationCode, we submit herewith a copy of SEC Form 17-C with a press release attachedthereto regarding the Company’s unaudited financial condition and results ofoperations for the nine (9) months ended September 30, 2009.

            Thisshall also serve as the disclosure letter for the purpose of complying with PSERevised Disclosure Rules.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN 
Corporate Secretary

 

 

Page 1 of 11

    
Exhibit1

 

 

 

November3, 2009 
 

 

Securities & ExchangeCommission

SEC Building, EDSA

Mandaluyong City

 

Attention:  DirectorJustina F. Callangan
Corporation Finance Department
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) of Securities Regulation Code and SRC Rule 17.1,we submit herewith three (3) copies of SEC Form 17-C with a press releaseattached thereto regarding the Company’s unaudited financial condition andresults of operations for the nine (9) months ended September 30, 2009. 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

Page 2 of 11

    

Exhibit1 

 

COVER SHEET

 

 
P

W

-

5

5

 
 

S.E.C. 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

L

D

G

.

 

 

 

 

M

A

K

A

T

I

 

A

V

E

.

 

M

A

K

A

T

I

 

C

I

T

Y

(Business Address: No. StreetCity/Town/Province)

 

MS. JUNE CHERYL A. CABAL 

 

816-8534

Contact Person

 

Company Telephone Number

 

 
 

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

 
2,183,094

As of September 30, 2009

 

N/A

 

 

N/A

 
 
Total No. of Stockholders

 

Domestic

 

Foreign

---------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

 

STAMPS
 

Remarks: Please use blackink for scanning purposes.

Page 3 of 11

  ** **

 

Exhibit 1

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 3 November 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.         RamonCojuangco Building, Makati Avenue, Makati City                         1200 

Address of principal office                                                                  PostalCode

 

8.         (632)816-8405 

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 4 of 11

    

Exhibit 1

**PRESS RELEASE**

 

**9M 2009 CORE NET INCOME GREW 11% TO P31.0BILLION**

**9M2009 CONSOLIDATED NET INCOME UP 15% TO P30BILLION**

**EBITDA AT P65.7BILLION; FREE CASH FLOW AT P43.3 BILLION**

**CELLULAR SUBSCRIBER BASEREACHES 39.1 MILLION, UP 15%**

**TOTAL BROADBANDSUBSCRIBERS AT 1.37 MILLION, A 37% INCREASE**

 

•        Consolidatedcore net income for the first nine months of 2009 at P31.0 billion, anincrease of 11% from the P27.8 billion recorded in the same period in2008  

•        Consolidatednet income of P30 billion for the same period, 15% higher than the P26.2billion net income in 2008 

•        Consolidatedservice revenues grew 3% year-on-year to P108.3 billion. Wirelessservice revenues increase 3% to P71.2 billion; fixed line servicerevenues up 4% to P38.2 billion; and ICT service revenues improve 5% to P8billion

•        ConsolidatedEBITDA stable at P65.7 billion; consolidated EBITDA margin at 61% ofservice revenues

•        Consolidatedfree cash flow improves to P43.3 billion for the first nine months of2009, up 11%

•        Cellularsubscriber base reaches 39.1 million; net subscriber additions of 3.9 millionfor first nine months of 2009; growth year-on-year of 15%

•        Totalbroadband subscribers at 1.37 million, with aggregate revenue contribution frombroadband and internet services of P10 billion for the first nine monthsof 2009, 26% higher than last year

** **

**MANILA, Philippines, 3rdNovember 2009** –– Philippine Long Distance Telephone Company (“PLDT”) (PSE: TEL)(NYSE: PHI) today announced its financial results for the first nine months of2009 with Core Net Income, net of exceptional items, rising 11% to P31.0billion, from P27.8 billion in the same period in 2008. ConsolidatedReported Net Income of P30 billion increased by 15% from P26.2billion in the same period last year. This period’s results reflect the higherrecurring net income, lower net losses from the foreign exchange revaluation ofour financial assets and liabilities and derivatives, and the lower statutory taxrate. This period’s results also recognize the equity share of PilipinoTelephone Corporation (“Piltel”) in the earnings of the Manila Electric Company(“Meralco”). Consolidated service revenuesincreased by 3% to P108.3 billion, fueled mainly by the 4% growth indata and broadband revenues. Consolidated EBITDA remained stable at P65.7billion while EBITDA margin was 61%.

 

Consolidated free cashflow remained strong at P43.3 billion in the first nine months of 2009.Consolidated capital expenditures stood at P18.1 billion for the period.Capital expenditures for 2009 are estimated to reach P27.0 billion. 

 

The Group’s consolidatedgross debt balance as at 30th September 2009 stood at US$2.1billion, with net debt at approximately US$1.5 billion.  Net debt to EBITDAincreased moderately to 0.8x. The Company’s debt maturities continue to be wellspread out, with more than 50% due in and after 2013. The percentage of U. S.dollar-denominated debt to the Group’s total debt portfolio declined further to55%, down from 79%  at  the end of 2008. Taking into account our  pesoborrowings, our hedges and our 

Page 5 of 11

  Exhibit 1

 

U.S. dollar cashholdings, only 24% of total debt remains unhedged.  Of the Group’s P38billion planned gross borrowings for 2009, P34 billion have already beendrawn.  This year’s additional debt, mainly denominated in Pesos, has been usedto fund capital expenditures and support various investments, including the 20%stake in Meralco.  The Group’s cash and short-term securities are investedprimarily in bank placements and Government securities.

 

 

**Wireless:   Pushing Ahead**
 

Wireless service revenuesrose to P71.2 billion for the first nine months of 2009, 3% higher thanthe P68.8 billion recognized in the same period last year. Cellularsubsidiary Smart Communications, Inc. continues to lead the industry in termsof both revenues and subscribers. 

 

Wireless EBITDA wassteady at P44.5 billion in the first nine months of this year.  Asexpected, EBITDA margin decreased slightly to 63% due primarily to higherselling and promotions expense as well as rent expenses for internationalleased circuits associated with the growth of the wireless broadband business.

 

The PLDT Group’s totalcellular subscriber base for the first nine months of 2009 grew to 39.1 millionsubscribers, a 15% growth year-on-year.  For the first nine months of 2009,Smart added 3.9 million subscribers, compared with 4.1 million in the sameperiod of 2008. Smart recorded net additions of over 1.6 million subscribers toend the period with 22.5 million subscribers while *Talk ‘N Text* added2.2 million subscribers to end the period with 16.6 million subscribers.

 

Cellular voice revenuesimproved by 4% to P28.5 billion while cellular data revenues were flatat P35.5 billion. Wireless broadband revenues grew 26% to P4.1billion, a significant improvement over the P3.2 billion recorded in thefirst nine months of 2008. 

 

*SmartBro*, Smart’s wirelessbroadband service – through its wholly-owned subsidiary Smart Broadband, Inc.-  continued to expand as its wireless broadband subscriber base grew 70% toreach approximately 802,000 as at end-September 2009, 372,500 of which were on *SmartBro’s*prepaid service.

 

“We are determined topropagate broadband usage by facilitating the availability and wider adoptionof access devices and riding the social networking wave. We recognize thatsocial networking has changed the rules of the communications game and we areadapting our service to take advantage of that,” added **Orlando B. Vea****,****Chief Wireless Adviser****of Smart**.

 

Earlier in June, Smartlaunched *Smartalk*, an unlimited voice offering available to all *SmartBuddy* and *Smart Gold*subscribers nationwide. The new service enables*Smart Buddy* and *Smart Gold* subscribers to make unlimited calls toover the 39 million mobile phone users on the Smart network. Buoyed by thewidespread acceptance of the service, Smart has since launched a  variant - *SmartalkPlus,* which offers unlimited calling and on-net texting during off-peakhours and reduced rates during peak hours.

Page 6 of 11

   

Exhibit 1

 

“The growing popularityof unlimited voice packages indicates a shift in consumer preferences and wehave taken note of that in our recent service offerings. Moreover, thecompetitive landscape is heating up as operators intensify their efforts tooffer the best value to consumers at a time when tough economic conditions andregulatory changes are changing subscriber behavior. We need to adapt, as wehave in the past, with the same innovative spirit that Smart has been knownfor," stated **Napoleon L.****Nazareno****,President and CEO of PLDT and Smart**. 

 

Smart continues to investin its cellular and multi-platform broadband networks while upgrading itsexisting transmission, core and access facilities. Smart’s 3G and HSPA networksnow cover 50% and 44% of the country’s population, respectively. 

 

“The third quarter saw anumber of events that produced a negative impact on our business – there werenatural calamities and even a pandemic that resulted in an unusually highnumber of holidays and class suspensions. And in our business, no school orwork means lower usage. That said, I am extremely proud that in the midst ofall the infrastructure damage brought about by the recent storms, Smart’snetworks withstood the tempest and continued to provide vital communicationservices to the nation in its hour of need,” added **Nazareno**.

 

 

PLDTFixed Line:  Continuing to Improve

 

Fixed line servicerevenues increased by 4% to P38.2 billion in the first nine months of2009 from P36.7 billion in the same period last year as the 17% increasein data revenues, both from corporate data and residential DSL services, wassomewhat attenuated by declines in other segments of the business. Nationallong distance revenues decreased while international long distance revenuescontinued to weaken due to the shifting of traffic to cellular and other meansof communications.  Local exchange revenues declined 1% due to the bundling ofvoice and data services, though somewhat mitigated by the increase in postpaidbilled lines. Data service revenues contributed 42% of the fixed line’s servicerevenues as compared with 37% in the same period last year. 

 

The Fixed line businesscontinues to pursue initiatives aimed at tapping new markets and generating newand higher ARPUs.  These were enabled by leveraging both the fixed and wirelessnetworks and creating new products for different market segments.

 

In the third quarteralone, we introduced several services that include:  the *PLDT Budget Card*which allows low rate IDD calls to the US and Canada;  postpaid landlinebundled with  wireless landline SIMs;  an enhanced *myDSLbiz* which nowoffers faster speeds, LAN networking and WiFi connectivity; and  *SUKI*, abusiness networking site.  We also launched *SWUP All Card Access* and, inpartnership with Tata Communications a public studio called *Telepresence*which allows virtual meetings.    

 

Page 7 of 11

  PLDT DSLcontinued its strong performance as broadband subscribers grew by nearly116,000 to 548,000 at the end of September 2009 from 433,000 at the end of2008.  PLDT DSL generated P5.1 billion in revenues in the first ninemonths of 2009, up 29% from P4.0 billion in the same period in 2008.  

Exhibit 1

 

As expected, with thegrowth of broadband, which raises revenue and profitability but at lowermargin, fixed line EBITDA margin is lower at 53% for the first nine months of2009 as compared with 56% in the same period last year.  However, the 53%margin is slightly higher than the full year EBITDA margin reported in 2008.

 

"TheFixed line business has produced three straight quarters of revenue growth – nomean feat in this age when communications is accessible through numerouschannels. We are encouraged by this progress and look to remain focused andsustain this transformation and this improvement," declared **Nazareno**.

 

ePLDT:Showing Respectable Gains

 

ePLDT, the Group’sinformation and communications technology arm, reported service revenues of P8.0billion in the first nine months of 2009, an increase of 5% from the sameperiod last year. ePLDT’s EBITDA increased to P846 million in the firstnine months of 2009 compared with P690 million in the same period lastyear, mainly due to the favorable impact of the depreciation of the peso to theU. S. dollar offset by higher cash operating expenses, specificallycompensation and employee benefits expenses relating to salary adjustments andprovision for incentive plans and a manpower rightsizing program. EBITDA marginat 11% was higher than the 9% recorded in the same period last year.  ICTrevenues account for 7% of PLDT’s total service revenues. 

 

The Company’s datacenter, *Vitro*, continued its strong showing, with revenues growing 57%to P816 million as a result of increased number of contracts forco-location and server hosting, disaster recovery and business continuityservices.

 

In contrast, both ePLDTVentus, which handles customer interaction solutions (more commonly known as“call center”) and SPi Technologies, Inc. (“SPi”), the knowledge processingsolutions arm (also known as business process outsourcing or “BPO”), eachexperienced slight revenue declines of 1% as international clients continue todefer new and expansion decisions due to economic uncertainties. ePLDT Ventusrecorded revenues of P2.5 billion in the first nine months of 2009,slightly under last year’s level, while SPi generated revenues of P3.8 billion compared with P3.9billion in 2008. 

 

“It would seem thatuncertainties in the global markets continue to slow down key businessdecisions thus stunting somewhat the revenue growth of our outsourcingbusinesses this year. In the meantime, we have been targeting the domesticmarkets and growing that clientele base.   We are also pleased to note that ourEBITDA has risen with the improvement in various operating metrics,” said **RayC. Espinosa, ePLDT President and CEO.**

 

 

Meralco:Improving Prospects

 

Page 8 of 11

  With Piltelhaving acquired 223 million shares in Meralco, equivalent to approximately 20%of Meralco’s total outstanding common shares on July 14, 2009, PLDT’s financialreports now include Meralco’s financial results under the equity accountingmethod. For the period 14th July to 30th September 2009,our share in Meralco’s net earnings amounted to 361 million.

 

Meralco’s revenues consist primarily of income fromthe transmission, generation and distribution of electricity, the first two ofwhich are “pass-through” charges. Meralco’s Electricity revenues for the firstnine months of 2009 totaled 139.2 billion, a1% decline from the 141.1 billionfrom the same period in 2008. Net of transmission and generation chargeshowever, Meralco’s gross distribution income registered an 18% growth, from 21.5 billion inthe first nine months in 2008 to 25.3 billion in2009. This increase in distribution income arose from a 1% growth in salesvolume to approximately 20.4 billion kilowatt-hours, a 2.8% increase incustomer base, now at 4.7 million, and the approval of the performance-basedregulation (“PBR”) rate setting mechanism in May 2009 which allowed Meralco toincrease the distribution rate it charges to its customers. 

 

As a result, core netincome grew 67% to 5.9 billion, whilereported net income improved by 42% to 5.3 billion for theperiod.

 

With the approval of thePBR, Meralco’s financial standing and prospects look to improve. On this basis,Standard and Poor’s recently upgraded Meralco’s rating from a “B minus” to a“B” with a positive outlook.

 

In addition to thefinancial contribution from the investment, PLDT and Meralco also expect togenerate a number of operational synergies. Teams have already been formed byboth companies and have begun to meet with the objective of determining how toimplement identified synergies. Last 29th October, Meralco, incooperation with Smart, announced the imminent launch of Meralco MobileServices. The project will have a pilot run in selected areas and will be madeavailable to customers in the entire franchise area of Meralco in 2010.Services to be made available for the pilot run are broadcast of pre-determinedpower interruption schedules, emergency interruptions, typhoon-related safetytips, business center locations and a customer feedback facility. Once fullyoperational, other services to be offered include meter reading notification,billing details, bill due date reminders, power outage restoration feedback,among others. The services are made possible through a Meralco Mobile ServicesSIM card which will be sold starting 16th November. Existing Smartsubscribers will be able to download the Meralco Mobile Services menu to theircurrent SIMs.

 

 

Conclusion

 

“As we had previously indicated, our third quarterperformance was adversely impacted by the lagged effect of the global recessionon our economy, compounded by the delay in school openings as a result of the“swine flu” outbreak in the Philippines. The slowdown in economic and businessactivity was further exacerbated by successive natural calamities that batteredthe country, weakening what is already the slowest quarter of the yearhistorically.  

Page 9 of 11

  While weanticipate the usual boost in the fourth quarter from holiday spending, weexpect that this may be somewhat dampened as the recent typhoons causedextensive damage all around. Even with OFW remittances holding up, we may seeconsumers adjusting their budgets and rethinking their spending priorities. Asa result, we are taking a cautious stance and revising our revenue and EBITDAguidance to 146 billion and 88-88.5 billion,respectively, or a reduction of 1% and 2% from our previous guidance of P148billion and P90 billion. Our core profit guidance however remains at 41 billion for the fullyear. Based on the nine-month results, and barring unforeseen circumstances,reported net income for the year is likely to exceed last year’s number.

Let me end by commenting on Meralco and the positivecontribution we expect to generate from this investment. We recognized 361 million in earningsfrom 14th July when the PLDT Group acquired its shares. If Meralcoachieves its full year targets, then we should be able to record a significantcontribution for the Group starting this year – delivering on our commitment toincrease shareholder value,” concluded **Manuel V. Pangilinan, PLDT Chairman.**

####

 

 

Page 10 of 11

  *Thispress release may contain some statements which constitute “forward-lookingstatements” that are subject to a number of risks and uncertainties that could affectPLDT’s business and results of operations. Although PLDT believes thatexpectations reflected in any forward-looking statements are reasonable, it cangive no guarantee of future performance, action or events.*

** **

** **

** **

**For further information,please contact:**

 

Anabelle L.Chua                     Melissa V. Vergel de Dios                   Ramon R.Isberto
Tel No: 816-8213                    TelNo: 816-8024                                Tel No: 511-3101

Fax No: 844-9099                   FaxNo: 810-7138                               Fax No: 893-5174

 

 

** **

**AboutPLDT**

PLDT isthe leading telecommunications provider in the Philippines. Through its threeprincipal business groups – fixed line, wireless, and information andcommunications technology – PLDT offers a wide range of telecommunicationsservices across the Philippines’ most extensive fiber optic backbone and fixedline, cellular and satellite network.

PLDT islisted on the Philippine Stock Exchange (PSE:TEL) and its American DepositaryShares are listed on the New York Stock Exchange (NYSE:PHI).  PLDT has one ofthe largest market capitalizations among Philippine listed companies.

Furtherinformation can be obtained by visiting the web at www.pldt.com.

Page 11 of 11

  Exhibit 2

November3, 2009

 

Philippine Stock Exchange

4/F Philippine StockExchange Center

Exchange Road, OrtigasCenter

Pasig City

 

Attention:  Ms. Janet A.Encarnacion 

Head,Disclosure Department

 

Gentlemen:

 

         In compliance with the disclosure requirementsof the Philippine Stock Exchange, we advise that at the meeting of the Board ofDirectors of Philippine Long Distance Telephone Company (the “Company”) held onNovember 3, 2009, the following cash dividends were declared out of theunaudited unrestricted retained earnings of the Company as at March 31, 2009,which are sufficient to cover the total amount of dividends declared:

 

1.   Atotal of P12,285,000.00 on all of the outstanding shares of the Company’sSeries IV Cumulative Non-Convertible Redeemable Preferred Stock, for thequarter ending December 15, 2009, payable on December 15, 2009 to the holder ofrecord on November 20, 2009.

 

2.  P0.001103 per day per outstanding share of the Company’sSeries VI Convertible Preferred Stock which were originally issued on November8, 2002 and scheduled for mandatory conversion into Common Stock of the Companyon November 9, 2009 (the “Converted CPS VI”), for the period October 16, 2009 toNovember 8, 2009, payable on December 8, 2009 to the holders of record of saidConverted CPS VI at the close of business on November 8, 2009.

 

3.  P1.00 per outstanding share of the Company’s Series G10% Cumulative Convertible Preferred Stock, for the annual period endingNovember 30, 2009, payable on December 29, 2009 to the holders of record onDecember 3, 2009.

 

4.  P1.00 per outstanding share of the Company’s Series N10% Cumulative Convertible Preferred Stock, for the annual period endingNovember 30, 2009, payable on December 29, 2009 to the holders of record onDecember 3, 2009.

 

5.  P1.00 per outstanding share of the Company’s Series P10% Cumulative Convertible Preferred Stock, for the annual period endingNovember 30, 2009, payable on December 29, 2009 to the holders of record onDecember 3, 2009.

 

6.  P1.00 per outstanding share of the Company’s Series S10% Cumulative Convertible Preferred Stock, for the annual period endingNovember 30, 2009, payable on December 29, 2009 to the holders of record on December3, 2009.

 

         Wedo not expect any adjustment that would materially affect the balance of theunaudited unrestricted retained earnings of the Company as at March 31, 2009.

 

            Thankyou.

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

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

Page 1 of 4

  

Exhibit 2

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

  2,183,094

As of September 30, 2009

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

--------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

 

STAMPS

   

 

 

 

Remarks: Please use black ink for scanningpurposes

Page 2 of 4

    

Exhibit 2

 

 

SECURITIES AND EXCHANGE COMMISSION

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                  November3, 2009 

Dateof Report (Date of earliest event reported)

 

2.                  SECIdentification Number PW-55

 

3.                  BIRTax Identification No. 000-488-793

 

4.                  PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

Exact name ofissuer as specified in its charter

 

5.         PHILIPPINES                                                        6.____________(SEC Use Only)  

Province,country or other jurisdiction                           Industry ClassificationCode

of Incorporation

 

7.         RamonCojuangco Building, Makati Avenue, Makati City                         1200 

Address of principal office                                                                 PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since last report

 

10.              Securitiesregistered pursuant to Sections 8 and 12 of the Securities Regulation Code andSections 4 and 8 of the Revised Securities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

 

Page 3 of 4

  Exhibit 2

 

11.        Item 9(Other Events)

 

            Wedisclose that at the meeting of the Board of Directors of Philippine LongDistance Telephone Company (respectively, the “Board” and the “Company”) heldon November 3, 2009, the Board declared the following cash dividends out of theunaudited unrestricted retained earnings of the Company as at March 31, 2009,which are sufficient to cover the total amount of dividends declared:

 

1.     Atotal of P12,285,000.00 on all of the outstanding shares of the Company’sSeries IV Cumulative Non-Convertible Redeemable Preferred Stock, for thequarter ending December 15, 2009, payable on December 15, 2009 to the holder ofrecord on November 20, 2009.

 

2.     P0.001103per day per outstanding share of the Company’s Series VI Convertible PreferredStock which were originally issued on November 8, 2002 and scheduled formandatory conversion into Common Stock of the Company on November 9, 2009 (the“Converted CPS VI”), for the period October 16, 2009 to November 8, 2009,payable on December 8, 2009 to the holders of record of said Converted CPS VIat the close of business on November 8, 2009.

 

3.     P1.00per outstanding share of the Company’s Series G 10% Cumulative ConvertiblePreferred Stock, for the annual period ending November 30, 2009, payable onDecember 29, 2009 to the holders of record on December 3, 2009.

 

4.     P1.00per outstanding share of the Company’s Series N 10% Cumulative ConvertiblePreferred Stock, for the annual period ending November 30, 2009, payable onDecember 29, 2009 to the holders of record on December 3, 2009.

 

5.     P1.00per outstanding share of the Company’s Series P 10% Cumulative ConvertiblePreferred Stock, for the annual period ending November 30, 2009, payable onDecember 29, 2009 to the holders of record on December 3, 2009.

 

6.     P1.00per outstanding share of the Company’s Series S 10% Cumulative ConvertiblePreferred Stock, for the annual period ending November 30, 2009, payable onDecember 29, 2009 to the holders of record on December 3, 2009.

 

            Wedo not expect any adjustment that would materially affect the balance of theunaudited unrestricted retained earnings of the Company as at March 31, 2009.

 

 

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**
 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

Page 4 of 4

  November 3, 2009

 

 

 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 3, 2009