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 September 2010
Commission File Number 1-03006
Philippine Long Distance Telephone Company
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Ö Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No Ö
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-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 of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2009. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
EXHIBITS
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1
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Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:
a. Confirmation of appointment of new Human Resources Group Head;
b. Appointment of a new member of the Audit Committee; and
c. Cash dividend declaration on the Company’s Series C, D, J, T and X 10% Cumulative Convertible Preferred Stock.
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Exhibit 1
September 28, 2010
Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Ms. Janet A. Encarnacion
Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) and Section 17.3 of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 5
Exhibit 1
September 28, 2010
SECURITIES & EXCHANGE COMMISSION
Corporation Finance Department
SEC Building, EDSA
Mandaluyong City
Attention: Director Justina F. Callangan
Corporation Finance Department
Gentlemen:
In accordance with Section 17.1 (b) of the Securities Regulation Code, we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 5
Exhibit 1
COVER SHEET
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SEC Registration No. |
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(Company’s Full Name)
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(Business Address: No. Street/City/Town/Province)
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ATTY. MA. LOURDES C. RAUSA-CHAN |
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816-8405 |
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SEC FORM 17-C |
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2,182,602 As of August 31, 2010 |
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Total No. of Stockholders |
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Domestic |
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To be accomplished by SEC Personnel concerned
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______________________________ |
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Document I.D. |
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Cashier |
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STAMPS
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Remarks: Please use black ink for scanning purposes
Page 3 of 5
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. September 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 LONG DISTANCE TELEPHONE COMPANY
Exact name of issuer as specified in its charter
5. PHILIPPINES 6.____________ (SEC Use Only)
Province, country or other jurisdiction Industry Classification Code
of Incorporation
7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200
Address of principal office Postal Code
8. (632) 816-8405
Issuer's telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act
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Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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Page 4 of 5
Exhibit 1
11. Item 9 (Other Events)
We disclose that at the meeting of the Board of Directors of Philippine Long Distance Telephone Company (respectively, the “Board” and the “Company”) held on September 28, 2010:
1. The Board confirmed the appointment of Mr. Menardo G. Jimenez, Jr. as the new Human Resources Group Head of the Company, effective August 1, 2010.
2.
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3. The Board declared the following cash dividends out of the unaudited unrestricted retained earnings of the Company as at June 30, 2010, which are sufficient to cover the total amount of dividends declared:
a. P1.00 per outstanding share of the Company’s Series C 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2010, payable on November 30, 2010 to the holders of record on October 28, 2010.
b. P1.00 per outstanding share of the Company’s Series D 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2010, payable on November 30, 2010 to the holders of record on October 28, 2010.
c. P1.00 per outstanding share of the Company’s Series J 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2010, payable on November 30, 2010 to the holders of record on October 28, 2010.
d. P1.00 per outstanding share of the Company’s Series T 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2010, payable on November 30, 2010 to the holders of record on October 28, 2010.
e. P1.00 per outstanding share of the Company’s Series X 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2010, payable on November 30, 2010 to the holders of record on October 28, 2010.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By:
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/s/ Ma. Lourdes C. Rausa-Chan MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
September 28, 2010
Page 5 of 5
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
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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
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Date: September 28, 2010