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 regarding the Amended and Restated Cooperation Agreement dated November 20, 2009 entered into by the Company that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange.

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

Exhibit 1

 

 

** **

   
 November 23, 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 Securities Regulation Code and SRC Rule 17.1, we submit herewith a copyof SEC Form 17-C regarding the Amended and Restated Cooperation Agreement datedNovember 20, 2009 entered into by the Company.

 

This shallalso serve as the disclosure letter for the purpose of complying with PSERevised Disclosure Rules.

 

Respectfully yours,

 

 

 

/s/Florentino D.Mabasa, Jr.

 FLORENTINO D. MABASA,JR.

Assistant CorporateSecretary

 

 

 

 

Page 1 of 6

    

Exhibit 1

 

 

November 23,2009 

 

 

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 accordance with Section 17.1(b)of the Securities Regulation Code and SRC Rule 17.1, we submit herewith SECForm 17-C regarding the Amended and Restated Cooperation Agreement datedNovember 20, 2009 entered into by the Company.

 

 

Very trulyyours,

 

 

 

/s/Florentino D. Mabasa,Jr.

FLORENTINO D. MABASA, JR.

Assistant Corporate Secretary

 

 

 

 

Page 2 of 6

  Exhibit 1

 

COVERSHEET

 

P

W

-

5

5

 

SEC Registration No.

 

P

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T

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P

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C

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P

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(Company’s Full Name)

 

R

A

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C

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J

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C

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B

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(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

2,183,003

As of October 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 6

  Exhibit 1

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

CURRENT REPORTUNDER SECTION 17

OF THESECURITIES REGULATION CODE

AND SRCRULE 17.1

 

 

 

1.                 November 23, 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 other jurisdiction     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'stelephone number, including area code
 

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 4 of 6

    

Exhibit 1

 

 

11.       Item9 – Other Events

 

 

MetroPacific Investments Corporation (“*MPIC*”), Pilipino TelephoneCorporation (“*Piltel*”), Philippine Long Distance TelephoneCompany (“*PLDT*”) (the “*MPIC/Piltel Group*”) andLopez, Inc. (“*LI*”), First Philippine Holdings Corporation (“*FPHC*”),and First Philippine Utilities Corporation (“*FPUC*”) (the “*LopezGroup*”) executed an Amended, Consolidated and Restated CooperationAgreement dated 20 November 2009 (the “*Agreement*”). 

 

Theparties executed the Agreement for the purpose of amending, consolidating andrestating the (a) 12 March 2009 Cooperation Agreement between the Lopez Groupand The Beneficial Trust Fund of Philippine Long Distance Telephone Company (“*BTF*”)(the “*Lopez Group-BTF**Original Agreement*”),covering certain shareholders’ cooperation arrangements between the Lopez Groupand BTF with respect to certain shares of voting common stock in ManilaElectric Company (the “*Company*”) owned by the Lopez Group andBTF, and (b) the 12 March 2009 Investment and Cooperation Agreement among theLopez Group and PLDT (the “*Lopez Group-PLDT Original Agreement*”),covering the acquisition by Piltel of certain shares of common voting stock inthe Company owned by the Lopez Group and certain shareholders’ cooperationarrangements between the Lopez Group and Piltel. 

 

            The Agreementprovides for a standstill arrangement for a period of three (3) yearscommencing on the date of the Agreement, during which period the Lopez Groupmay not sell or transfer any shares of voting common stock in the Company whichit owns, except (i) in favor of MPIC, or (ii) to third parties under thefollowing conditions:

 

(i)                theaggregate Lopez Company Shares that the Lopez Group may sell during thefollowing periods shall not exceed (x) five (5) million shares during theperiod from the date of the Agreement  to June 30, 2011, (y) five (5) millionshares during the period from July 1 to December 31, 2011 and (z) twenty (20)million shares during the period from July 1, 2012 until the end of thestandstill period, and 

 

(ii)              theshares proposed to be sold are subject to the respective rights of firstrefusal and tag-along rights of MPIC and Piltel under the Agreement.

 

 

Page 5 of 6

 

            The Agreementalso restated, amended and consolidated the right of first refusal andtag-along right granted under the Lopez Group-BTF Original Agreement and the LopezGroup-PLDT Original Agreement.

 Underthe Agreement, the parties amended, consolidated and restated certaingovernance principles under the Lopez Group-BTF Original Agreement and the LopezGroup-PLDT Original Agreement.

 

 

 

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 LONGDISTANCE

TELEPHONE COMPANY

 

 

 

 

   /s/Florentino D. Mabasa, Jr.

FLORENTINO D. MABASA, JR.   

Assistant Corporate Secretary

 

 

 

 

 

Date:   November 23, 2009

 

 

 

 

 

 

 

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/Florentino D. Mabasa, Jr.

Name  :      FLORENTINO D. MABASA, JR.

Title     :     First Vice President and     Assistant  Corporate Secretary

 

 

 

Date:November 23, 2009