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 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
Exhibit Number |
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Page |
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 with respect to the Certification of Independent Director executed by Mr. Alfred V. Ty.
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7 |
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Exhibit 1
June 16, 2010
Philippine Stock Exchange
4th Floor PSE Center, Exchange Road
Ortigas Center, Pasig City
Attention: Ms. Janet A. Encarnacion
Head Disclosure Department
Gentlemen:
With reference to our disclosure under SEC Form 17-C dated June 8, 2010, we submit herewith a copy of SEC Form 17-C together with the Certification of Independent Director executed by Mr. Alfred V. Ty.
Thank you.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 7
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Exhibit 1
June 16, 2010
Securities and Exchange Commission
SEC Building
EDSA, Mandaluyong City
Attention: Atty. Justina F. Callangan
Director, Corporation Finance Dept.
Gentlemen:
With reference to our disclosure under SEC Form 17-C dated June 8, 2010, we submit herewith a copy of SEC Form 17-C together with the Certification of Independent Director executed by Mr. Alfred V. Ty.
Thank you.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Page 2 of 7
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Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. June 16, 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
Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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___________________________________________________________
___________________________________________________________
Page 3 of 7
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Exhibit 1
COVER SHEET
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SEC Registration No. |
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(Companys Full Name)
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(Business Address: No. Street/City/Town/Province)
ATTY. MA. LOURDES C. RAUSA-CHAN |
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816-8405 |
Contact person |
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Contact Telephone No. |
1 |
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SEC FORM 17-C |
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6 |
Every 2nd Tuesday |
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N/A |
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Dept. Requiring this Doc. |
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Amended Articles Number/Section |
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Total Amount of Borrowings |
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2,183,044 As of May 31, 2010 |
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NA |
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NA |
Total No. of Stockholders |
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Domestic |
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Foreign |
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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 4 of 7
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Exhibit 1
11. Item 9 (Other Events)
With reference to our disclosure letter dated June 8, 2010, we submit herewith two (2) copies of the Certification executed by Mr. Alfred V. Ty in connection with his election as independent director of the Company on June 8, 2010.
SIGNATURE
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.
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PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
/s/ Ma. Lourdes C. Rausa-Chan MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Date: June 16, 2010
Page 5 of 7
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CERTIFICATION OF INDEPENDENT DIRECTOR
I, ALFRED V. TY, Filipino, of legal age and a resident of 20F GT Tower, 6813 Ayala Avenue corner H.V. dela Costa Street, Makati City, after having been duly sworn to in accordance with law do hereby declare that:
Company/Organization |
Position/ Relationship |
Period of Service |
Toyota Motors Phils. Corp. |
Vice-Chairman |
1992 present |
Federal Land, Inc. |
President |
1997 present |
Asia Pacific Top Mgt. Intl. Resources, Corp. (Marco Polo Plaza Cebu) |
Chairman |
2005 present |
Global Business Power Corp. |
Director |
2006 present |
Metrobank |
Corporate Secretary |
2002 present |
Metrobank Foundation, Inc. |
Corporate Secretary |
1996 present |
Lexus Manila, Inc. |
Chairman |
2009 present |
Department of Foreign Affairs, Republic of the Philippines |
Special Envoy to the President to China |
2010 - Present |
Done, this 15th day of June 2010, at Makati City.
/s/ Alfred V. Ty
ALFRED V. TY
Affiant
Page 6 of 7
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Exhibit 1
SUBSCRIBED AND SWORN to before me, a notary public in and for the City of Makati City this 8th day of June 2010. The affiant, whom I identified through the following competent evidence of identity: Philippine Drivers License No. N17-85-022013, expiring on August 02, 2011, personally signed the foregoing instrument before me and avowed under penalty of law to the whole truth of the contents of said instrument.
WITNESS MY HAND AND SEAL on the date and at the place first abovementioned.
/s/ Aileen D. Regio
Aileen D. Regio
Notary Public for the City of Makati
Appointment No. M-31 Until December 31, 2010
Roll of Attorneys No. 42228
PTR No. 2092675 01/07/2010 Makati City
Lifetime IBP No. 02776 01/18/02
9/F MGO Bldg. Dela Rosa St.
Legaspi Village, Makati City M.M.
Doc. No. 460;
Page No. 93;
Book No. 4;
Series of 2010.
Page 7 of 7
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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.
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: June 16, 2010