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 2010**
 

 

**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, 2009.  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 the following matters:

 

Election of directors of the Company;

 

Election of officers of the Company; and

 

Appointment of chairmen and members of the Audit Committee, Governance and Nomination Committee, Executive Compensation Committee and Technology Strategy Committee of the Board of Directors.

 

 

 

 

 

 

 

12

 

 

 

 

 

 

Exhibit1

 

 

 

 

 
June 8, 2010
 

 

Philippine Stock Exchange

4th Floor PSE Center, Exchange Road

Ortigas Center, Pasig City

 

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

Gentlemen:

 

In compliance with Section 17.1 (b) and Section 17.3of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-Cwith respect to certain discloseable events/information.    

 

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

 

 

Very truly yours,

** **

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 1 of 12

  ** **
Exhibit1

 

 

 

 

 
June 8, 2010
 

 

Securities and ExchangeCommission

SEC Building

EDSA, Mandaluyong City

 

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

 

Gentlemen:

 

In accordance with Section 17.1 (b) of the SecuritiesRegulation Code, we submit herewith three (3) copies of SEC Form 17-C withrespect to certain discloseable events/information.    

 

Thankyou.

 

 

Very truly yours,

 

** **

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 2 of 12

   

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

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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

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M

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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

2,183,044

As of May 31, 2010

 

 

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 12

    

Exhibit 1

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 June 8, 2010 

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number PW-55

 

3.                 BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINE LONG DISTANCETELEPHONE 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                                                                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 of theSecurities Regulation Code and Sections 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 4 of 12

    

Exhibit 1

 

11.       Item 4 (Election of Directors and Officers)and Item 9 (Other Events)

 

We disclose the following:

 

1.       At the Annual Meeting of Stockholders of PhilippineLong Distance Telephone Company held on June 8, 2010, the following personswere elected as directors, four (4) of whom are independent directors, of theCompany for the ensuing corporate year:

 

DonaldG. Dee

HelenY. Dee

RayC. Espinosa

TatsuKono

NapoleonL. Nazareno

BienvenidoF. Nebres          -     Independent Director

TakashiOoi

ManuelV. Pangilinan

OscarS. Reyes                     -     Independent Director

AlbertF. del Rosario

PedroE. Roxas                     -     Independent Director

TonyTan Caktiong

AlfredV. Ty                            -     Independent Director

 

Attachedare copies of the Certifications executed by Messrs. Bienvenido F. Nebres and Oscar S. Reyes inconnection with their election as independent directors of the Company.   Messrs. Pedro E. Roxas and Alfred V. Ty, who are currently out of thecountry, will file their Certificationupon their return on the third week of June 2010.

 

 

2.       At the meeting of the Board of Directors of theCompany that immediately followed the adjournment of the said Annual Meeting ofStockholders:

 

(a)     The following were elected to the positionsindicated opposite their respective names:

Manuel V. Pangilinan

Napoleon L. Nazareno         

Maria Lourdes C. Rausa-Chan

 

 

Anabelle L. Chua

Ernesto R. Alberto

Rene G. Bañez

Jun R. Florencio

Page 5 of 12

   
 Menardo G. Jimenez, Jr.

Exhibit 1

   
 George N. Lim

Alfredo S. Panlilio

Claro Carmelo P. Ramirez

Victorico P. Vargas

Florentino D. Mabasa, Jr.

 

June Cheryl A. Cabal

Alejandro O. Caeg

Alfredo B. Carrera

Cesar M. Enriquez

Ramon Alger P. Obias

Leo I. Posadas

Nerissa S. Ramos

Ricardo M. Sison

Emiliano R. Tanchico, Jr.

Miguela F. Villanueva

Danny Y. Yu

Katrina L. Abelarde

Jose A. Apelo

Rafael M. Bejar

Marco Alejandro T. Borlongan

Renato L. Castañeda

Arnel S. Crisostomo

Amihan E. Crooc

Rebecca Jeanine R. De Guzman

Alona S. Dingle

Mario C. Encarnacion

Alejandro C. Fabian

Gil Samson D. Garcia

Elisa B. Gesalta

Ma. Josefina T. Gorres

Ma. Criselda B. Guhit

Emeraldo L. Hernandez

Juan Victor I. Hernandez

Marven S. Jardiel

Alexander S. Kibanoff

Joseph Nelson M. Ladaban

Javier C. Lagdameo

Luis Ignacio A. Lopa

Joseph Homer A. Macapagal

Emmanuel B. Ocumen

Oliver Carlos G. Odulio

Lilibeth F. Pasa

Enrique S. Pascual, Jr.

Jose Lauro G. Pelayo              

Gerardo C. Peña

Ricardo C. Rodriguez

Genaro C. Sanchez

Nestor I. Santos

Page 6 of 12

   
 Ana Maria A. Sotto

Exhibit 1

   
 Julieta S. Tañeca

Jesus M. Tañedo

Victor Y. Tria

Jose Antonio T. Valdez

Melissa V. Vergel de Dios

Fe M. Vidar

-

-

-

 

 

-

-

-

-

-

-

-

-

-

-

 

-

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Chairman of the Board

President & Chief Executive Officer

Senior Vice President, Corporate

Secretary, General Counsel and

Chief Governance Officer

Senior Vice President and Treasurer

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

First Vice President and Assistant

       Corporate Secretary

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

Vice President

Vice President

Vice President

Vice President 

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

 

 

 

(b)     The following were appointed asmembers of the Advisory Board/ Committee:

 

Manuel M. Lopez

Artemio V. Panganiban (Independent Member)

Roberto R. Romulo

Benny S. Santoso

Orlando B. Vea

Christopher H. Young

 

 

(c)      The following were appointed asChairmen, Members and Advisors of the Audit Committee, Governance andNomination Committee, Executive Compensation Committee and Technology StrategyCommittee:

 

Audit Committee

 

Rev. Fr.  Bienvenido F. Nebres,S.J., Chairman

OscarS. Reyes, Member

PedroE. Roxas, Member

CorazonS. de la Paz-Bernardo, Advisor

TatsuKono, Advisor

RobertoR. Romulo, Advisor

 

 

Governance and Nomination Committee

 

Manuel V. Pangilinan, Chairman

Tatsu Kono, Member

Rev. Fr. Bienvenido F. Nebres, S.J.,Member

Oscar S. Reyes, Member

Alfred V. Ty, Member 

Artemio V. Panganiban, IndependentNon-voting member

Ma. Lourdes C. Rausa-Chan,Non-voting member

Victorico P. Vargas, Non-votingMember

 

 

 

Page 7 of 12

  Exhibit 1

 

 

Executive Compensation Committee

 

Albert F. del Rosario, Chairman

TatsuKono, Member

OscarS. Reyes, Member

PedroE. Roxas, Member

AlfredV. Ty, Member

VictoricoP. Vargas, Non-voting Member

 

 

TechnologyStrategy Committee

 

ManuelV. Pangilinan, Chairman

RayC. Espinosa, Member    

TatsuKono, Member

NapoleonL. Nazareno, Member

OscarS. Reyes, Member

ManuelM. Lopez, Non-voting Member

Orlando B. Vea, Non-votingMember

 

 

All the membersincluding the Chairman of the Audit Committee are Independent Directors.Majority of the voting members of the Governance and Nomination Committee,namely, Rev. Fr. Bienvenido F. Nebres, Mr. Oscar S. Reyes and Mr. Alfred V. Tyare Independent Directors.  Majority of the voting members of the ExecutiveCompensation Committee, namely, Messrs. Oscar S. Reyes, Pedro E. Roxas andAlfred V. Ty are Independent Directors.  One member, Mr. Oscar S. Reyes, of theTechnology Strategy Committee is an Independent Director.

 

Pursuant to therequirements of the Securities Regulation Code, the Company has duly causedthis 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

 

June 8, 2010

 

Page 8 of 12

   

 

Exhibit 1

 

**CERTIFICATION OFINDEPENDENT DIRECTOR**

 

 

                I, **BIENVENIDOF. NEBRES**, S.J., Filipino, of legal age and a resident of Jesuit Residence,Ateneo de Manila University, Loyola Heights, Q. C,, after having been dulysworn to in accordance 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 8, 2010.

 
- I am affiliated with the following companies or organizations:

 

**Company/Organization**

**Position/**

**Relationship**

**Period of**

**Service**

Asian Institute of Management

Vice Chair, Board of Trustees

1993 – present

Ateneo de Manila University

President/Member, Board of Trustees

1993 – present

Manila Observatory

Member, Board of Trustees

1998 – present

Philippine Institute of Pure and Applied Chemistry

Member, Board of Trustees

2000 – present

Sacred Heart School-Jesuit Cebu City

Member, Board of Trustees

1983 – present

Loyola School of Theology

Member, Board of Trustees

2009 – 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, this8th day of June 2010, at Makati City.

/s/ Bienvenido F. Nebres

Affiant

 

 

 

                SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of Q.C. this 8th day of June 2010.  The affiant, whom I identified through the followingcompetent evidence of identity: Philippine Driver’s License No. N1065006115,expiring on March 15, 2012, personally signed the foregoing instrumentbefore me and avowed under penalty of law to the whole truth of the contents ofsaid instrument.

Page 9 of 12

   

Exhibit 1

 

 

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

 

 

 

/s/Aileen D. Regio

Aileen D.Regio

NotaryPublic for the City of Makati

AppointmentNo. M-31 Until December 31, 2010

Roll ofAttorneys No. 42228

PTR No.2092675 01/07/2010 Makati City

LifetimeIBP No. 02776 01/18/02

9/F MGO Bldg.Dela Rosa St.

Legaspi Village, Makati City M.M.

 

Doc. No.  458;

Page No. 93;                                                                           

Book No.  4;

Seriesof 2010.

 

Page 10 of 12

  Exhibit 1

 

**CERTIFICATION OFINDEPENDENT DIRECTOR**

 

 

                I, **OSCAR S. REYES**,Filipino, of legal age and a resident of Unit 6 Kasiyahan Homes, 58 McKinleyRoad, Forbes Park, Makati City, after having been duly sworn to in accordancewith law do hereby declare that:

 

1.          I am anindependent director of the Philippine Long Distance Telephone Company (PLDT),having been duly elected as such during its Annual Meeting of Stockholders heldon June 8, 2010.

 

2.       I amaffiliated with the following companies or organizations:

 

**Company/Organization**

**Position/**

**Relationship**

**Period of**

**Service**

Bank of the Philippine Islands

Director

2003 – present

Manila Water Company

Independent Director

2005 – present

Ayala Land, Inc.

Independent Director

2009 – present

Pepsi Cola Products Philippines Inc.

Independent Director

2007 – present

Basic Energy Corporation

Independent Director

2007 – present

Alcorn Gold Resources Corporation

Independent Director

2009 – present

SMART Communications Inc.

Independent Director

2006 – present

Sun Life Financial Plans Inc.

Independent Director

2006 – present

Sun Life Prosperity Dollar Abundance Fund, Inc.

Independent Director

2004 – present

Sun Life Prosperity Dollar Advantage Fund, Inc.

Independent Director

2002 – present

Basic EcoMarket Farms, Inc.

Chairman

2009 – present

First Philippine Electric Company

Independent Director

2002 – present

Petrolift Inc.

Independent Director 

2007 – present

Mindoro Resources Ltd.

Director

2002– present

MRL Gold Philippines Inc.

Chairman

2008 – present

Global Resources for Outsourced Workers (GROW) Inc.

Director

2002 – present

Link Edge Inc.

Chairman

2002 – present

CEO’s Inc.

Director 

2000 – present

 

 

 

 

3.       I am not asecurities broker-dealer, i.e., I do not hold any office of trust andresponsibility in a broker-dealer firm, which includes, among others, adirector, officer, principal stockholder, nominee of the firm to the PhilippineStock Exchange, associated person or salesman, and an authorized clerk of thebroker or dealer.

 

4.       I possess allthe qualifications and none of the disqualifications to serve as an IndependentDirector of PLDT, as provided for in Section 38 of the Securities RegulationCode and its Implementing Rules and Regulations.

 

5.       I shallfaithfully and diligently comply with my duties and responsibilities asindependent director under the Securities Regulation Code.

 

6.       I shallinform the corporate secretary of PLDT of any changes in the abovementionedinformation within five days from its occurrence.  

 

 

Done, this8th day of June, 2010 at Makati City.

 

/s/Oscar S. Reyes

                  Affiant

Page 11 of 12

    

Exhibit1

 

                SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of Makati this 8th day of June 2010.  The affiant, whom I identified through thefollowing competent evidence of identity: Philippine Driver’s License No.N1765003836, expiring on 18 April 2013, personally signed the foregoinginstrument before me and avowed under penalty of law to the whole truth of thecontents of said instrument.

 

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

 

 

 

/s/Aileen D. Regio

Aileen D.Regio

NotaryPublic for the City of Makati

AppointmentNo. M-31 Until December 31, 2010

Roll ofAttorneys No. 42228

PTR No.2092675 01/07/2010 Makati City

LifetimeIBP No. 02776 01/18/02

9/F MGOBldg. Dela Rosa St.

Legaspi Village, Makati City M.M.

 

Doc. No.  457;

Page No. 93;                                                                           

Book No.  4;

Seriesof 2010.

Page 12 of 12

    

 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 8, 2010