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

 

 

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange with respect to the Certification of Independent Director executed by Mr. Pedro E. Roxas.

 

 

7

 

 

 

 

 
Exhibit1

 

 

 

June 28, 2010 
 

 

Philippine Stock Exchange

4th Floor PSECenter, Exchange Road

Ortigas Center, PasigCity

 

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

Gentlemen:

 

With reference to our disclosure under SEC Form 17-Cdated June 8, 2010, we submit herewith a copy of SEC Form 17-C together withthe Certification of Independent Director executed by Mr. Pedro E. Roxas.

 

Thank you.

 

 

Respectfully yours,

 

 

/s/ Ma. Lourdes C.Rausa-Chan

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

Corporate Secretary

 

 

 

Page 1 of 7

  ** **

** **
Exhibit1

 

 

 

June 28, 2010
 

 

Securities and ExchangeCommission

SEC Building

EDSA, Mandaluyong City

 

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

 

Gentlemen:

 

With reference to our disclosure under SEC Form 17-Cdated June 8, 2010, we submit herewith a copy of SEC Form 17-C together withthe Certification of Independent Director executed by Mr. Pedro E. Roxas.

 

Thankyou.

 

 

Respectfully yours,

 

** **

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 2 of 7

   

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

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

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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

2,183,044

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 7

   

Exhibit 1

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 June 28, 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 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 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 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 7

   

 
Exhibit 1

 

11.       Item 9 (Other Events)
 

 

With reference to our disclosure letter dated June 8,2010, we submit herewith a copy of the Certification executed by Mr. Pedro E.Roxas in connection with his election as independent director of the Company onJune 8, 2010.

 

 

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:  June 28,2010

 

 

Page 5 of 7

   

Exhibit1

 

 

**CERTIFICATION OF INDEPENDENTDIRECTOR**

 

 

            I, **PEDROE. ROXAS**, Filipino, of legal age and a resident of Makati City, afterhaving been duly sworn 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**

Roxas Holdings, Inc.

Chairman/CEO

15 years

Roxas & Co., Inc.

President

7 years

Roxaco Land Corporation

President

22 years

BDO Private Bank

Director

9 years

Brightnote Assets Corp.

Chairman

11 years

Club Punta Fuego

Chairman

13 years

Hawaiian – Phil. Co.

Chairman

7 years

 
- 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.  

 

Page 6 of 7

    

Exhibit

 

 

Done,this 21st day of June 2010, at Makati City.

 

/s/Pedro E. Roxas

Affiant

 

            SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of Makati this 21stday of June 2010.  The affiant, whom I identified through the followingcompetent evidence of identity: Philippine Driver’s License No.N11-77-003593, expiring on March 19, 2012, 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/Fernando M. Sobierra III 

FernandoM. Sobierra III

NotaryPublic for the City of Makati

UntilDecember 31, 2010

NotaryAppointment No. 13-38 

Rollof Attorneys No. 27763

IBPLifetime Roll No. 02363 5.8.2001

PTRNo. 2092683 01/07/2010 Makati City

3/FR. Cojuangco Bldg.

MakatiAvenue, Makati City M.M.

 

Doc. No. 109;

Page No. 23;                                                 

Book No. IX;

Seriesof 2010.

 

Page 7 of 7

   

 
 

 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 28, 2010