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 revised disclosure letter that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding cash dividend declaration on the Company’s Series VI Convertible Preferred Stock.

 

 

 

5

 

 

 

 

 

 

 

Exhibit 1

 

 
 

                                                                                          November5, 2009

 

The Philippine Stock Exchange
Disclosure Department

4th Floor PSECentre

Exchange Road, OrtigasCenter

Pasig City

 

Attention:  Ms. Janet A. Encarnacion

Head – Disclosure Department 

 

Gentlemen:

 

Werefer to our disclosure letter dated November 3, 2009 under SEC Form 17-C,which we submitted on the same date to your good Office via OdiSy (ReferenceNo. WLIST_2009000015337).

 

The cash dividend amount for the Company’s Series VI ConvertiblePreferred Stock was erroneously stated as P0.001103.  This should be $0.001103.Thus, our disclosure should read as follows:

 

X   X   X   X   X

 

*“**2.    **$0.001103** per day per outstanding shareof the Company’s Series VI Convertible Preferred Stock which were originallyissued on November 8, 2002 and scheduled for mandatory conversion into CommonStock of the Company on November 9, 2009 (the “Converted CPS VI”), for theperiod October 16, 2009 to November 8, 2009, payable on December 8, 2009 to theholders of record of said Converted CPS VI at the close of business on November8, 2009.”*

* *

X   X   X   X   X

 

Enclosedis a revised SEC Form 17-C.

 

 

 

Very truly yours,

** **

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**

** **

** **

/s/ Ma. Lourdes C. Rausa-Chan

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

Corporate Secretary

Page 1 of 5

  

 
Exhibit1

 
 

November 5, 2009 
 

 

SECURITIES &EXCHANGE COMMISSION

SEC Building,EDSA

Mandaluyong City

 

Attention:  Director Justina F. Callangan

Corporation Finance Department

 

Gentlemen:

 

Inaccordance with Section 17.1(b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith a revised SEC Form 17-C regarding adiscloseable event/information.

 

 

 

Very truly yours,

** **

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**

** **

** **

/s/ Ma. Lourdes C. Rausa-Chan

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

Corporate Secretary

 

Page 2 of 5

   

Exhibit 1

COVERSHEET

 

P

W

-

5

5

 

SEC Registration No.

 

P

H

I

L

I

P

P

I

N

E

 

L

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D

I

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T

A

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E

 

 

 

 

T

E

L

E

P

H

O

N

E

 

C

O

M

P

A

N

Y

 

 

 

 

(Company’s Full Name)

 

R

A

M

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C

O

J

U

A

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C

O

 

B

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M

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C

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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

  2,183,094

As of September 30, 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 5

    

Exhibit 1

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

 

CURRENT REPORTUNDER SECTION 17

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

1.                 November 5, 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 issuer as specified in its charter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

            Province, country or otherjurisdiction                Industry Classification Code

 of Incorporation

 

7.         RamonCojuangco Building, Makati Avenue, Makati City                    1200 

     Address of principal office                                                            PostalCode

 

8.         (632) 816-8553;816-8556                                 

            Issuer's telephone number, including area code
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

10.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code or Sections 4 and 8 of the Revised SecuritiesAct

 

 

            Titleof Each Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

 

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

 

Page 4 of 5

   

 

Exhibit1

 

 

11.             Item 9 – Other Events

 

Werefer to our disclosure letter dated November 3, 2009 under SEC Form 17-C,which we submitted on the same date to your good Office (Document ID No.111032009000592).

 

The cash dividend amount for the Company’s Series VI ConvertiblePreferred Stock was erroneously stated as P0.001103.  This should be $0.001103.Thus, our disclosure should read as follows:

 

X   X   X   X   X

 

*“**2.    **$0.001103** per day per outstanding shareof the Company’s Series VI Convertible Preferred Stock which were originallyissued on November 8, 2002 and scheduled for mandatory conversion into CommonStock of the Company on November 9, 2009 (the “Converted CPS VI”), for theperiod October 16, 2009 to November 8, 2009, payable on December 8, 2009 to theholders of record of said Converted CPS VI at the close of business on November8, 2009.”*

* *

X   X   X   X   X

 

 

 

SIGNATURE

 

            Pursuantto the requirements of the Securities Regulation Code, the Company 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: November 5, 2009

 

 

Page 5 of 5

   

 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 5, 2009