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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Philippine Long Distance Telephone Company |
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(Translation of registrants name into English) | ||||
Ramon Cojuangco Building Makati Avenue, Makati City Philippines |
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(Address of principal executive office) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Copies of the disclosure letters we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the following matters: 1. Press release issued by Moody’s Investors Service (Moody’s) entitled “Moody’s places PLDT’s LC issuer rating on review for possible upgrade; affirms bond rating”; and 2. Clarification of a news article published in the March 11, 2009 issue of the Manila Standard Today.
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 | ||
Date: 03/11/2009 | By: |
Ma. Lourdes C. Rausa-Chan |
Name: | Ma. Lourdes C. Rausa-Chan | |
Title: | SVP & Corporate Secretary | |
Exhibit No. | Description | |
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99 | Press Release issued by Moody's Investors Service and Clarification of a news article published in the March 11, 2009 issue of the Manila Standard Today. | |
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, 2007 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 | Page |
Copies of the disclosure letters we sent today |
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to the Philippine Stock Exchange and the Securities |
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and Exchange Commission regarding the following |
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matters: |
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Press release issued by Moodys Investors Service |
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(Moodys) entitled Moodys places PLDTs LC issuer |
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rating on review for possible upgrade; affirms bond |
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rating; and |
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1 |
Clarification of a news article published in the |
6 | ||||||
2 |
March 11, 2009 issue of the Manila Standard Today. | 4 |
Exhibit 1
March 11, 2009 |
The Philippine Stock Exchange
Disclosure Department
4th Floor PSE Centre
Exchange Road, Ortigas Center
Pasig City
Attention:
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Atty. Pete M. Malabanan Head, Disclosure Department |
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Ladies and 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 a press release issued by Moodys Investors Service (Moodys) attached thereto entitled Moodys places PLDTs LC issuer rating on review for possible upgrade; affirms bond rating.
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 6
Exhibit 1
March 11, 2009
SECURITIES & EXCHANGE COMMISSION
Money Market Operations Department
SEC Building, EDSA
Mandaluyong City
Attention |
:Director Justina F. Callangan | |||
Corporations Finance Department | ||||
Gentlemen: |
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Re
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: | Philippine Long Distance Telephone Company SEC Registration No. PW-55 |
In accordance with Section 17.1 (b) of the Securities Regulation Code, we submit herewith three (3) copies of SEC Form 17-C with a press release issued by Moodys Investors Service (Moodys) attached thereto entitled Moodys places PLDTs LC issuer rating on review for possible upgrade; affirms bond rating.
Very truly yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 6
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | March 11, 2009 |
(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 registrant as specified in its charter
5.PHILIPPINES 6. _____________ (SEC Use Only) |
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Province, country or other jurisdiction
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Industry Classification Code |
of Incorporation
7. 9th Floor MGO Building
Legaspi corner dela Rosa Streets, Makati City |
1200 | |||
Address of principal office |
Postal Code |
8. (632) 816-8553
Registrants 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 SRC
Title of Each Class
|
Number of Shares of Common Stock Licensed and Amount of Debt Outstanding |
Page 3 of 6
Exhibit 1
11. Item 9 Other Events
Attached hereto is a press release issued by Moodys Investors Service (Moodys) entitled Moodys places PLDTs LC issuer rating on review for possible upgrade; affirms bond rating.
SIGNATURE
Pursuant to the requirements of the Securities Regulation Code, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY /s/ Ma. Lourdes C. Rausa-Chan |
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Date: March 11, 2009
Page 4 of 6
Exhibit 1
Moodys Investors Service
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Global Credit Research Rating Action 10 MAR 2009 |
Rating Action: Philippine Long Distance Telephone Company
Moodys places PLDTs LC issuer rating on review for possible upgrade; affirms bond rating
Approximately US$725 million of debt securities affected
Hong Kong, March 10, 2009 Moodys Investors Service has today placed Philippine Long Distance Telephone Companys (PLDT) Baa2 senior unsecured local currency issuer rating under review for possibleupgrade. At the same time, Moodys has affirmed PLDTs Ba2/positive foreign currency bond rating.
The review has been prompted by PLDTs ability to retain a consistently strong operating and financial profile despite a slowing economic environment and rapidly deepening cellular penetration, says Laura Acres, a Moodys Vice President.
The company currently holds a 52% subscriber market share in the Philippines wireless segment and 60% in the fixed-line business both of which contribute to PLDTs healthy free cash flow generation capabilities, adds Acres also Moodys Lead Analyst for PLDT.
While PLDT maintained its high dividend payout and large capex in 2008, its financial profile with adjusted debt/EBITDA of around 1.0x and EBITDA -capex/Interest of over 9x, remained strong for its current rating level.
The review will focus on: 1) growth prospects at the consolidated level given near saturation levels of teledensity; 2) PLDTs ongoing capex requirements for maintenance and rollout of next generation technologies; 3) its financial polices over the next 2 years especially with regard to leverage and uses of cash; and 4) the companys liquidity risk profile.
Moodys affirmation of PLDTs foreign currency bond rating reflects the fact that the rating is unlikely to rise without an improvement in the Philippines foreign currency country ceiling.
The principal methodology used in rating PLDT was the Global Telecommunications Industry dated December 2007, which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Ratings Methodologies subdirectory. The methodology outcome is A1 on a fully-consolidated basis based on results for 2008.
Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Credit Policy & Methodologies directory.
The last rating action was taken on 19th March 2008 when PLDTs senior unsecured local currency issuer rating was affirmed at Baa2 and the outlook changed to positive. At the same time foreign currency bond rating was affirmed at Ba2/positive.
PLDT is an integrated provider of fixed-line, broadband, cellular and ICT (Information and Communications Technology) services. As at 31st December 2008 it had 35.2 million cellular, 1.8 million fixed-line and 1.0 million broadband subscribers and is the countrys leading telecommunications service provider. It has a 52% subscriber market share for cellular telephony, 60% for fixed-line services and over 70% for broadband.
Major shareholders are First Pacific and NTT Communications/NTT DoCoMo, with effective common shareholdings of 26.3% and 20.9% as of January 2009. The remaining common shares are publicly held.
Hong Kong
Laura Acres
Vice President -Senior Analyst
Corporate Finance Group
Moodys Asia Pacific Ltd.
JOURNALISTS: (852) 2916-1150
Page 5 of 6
SUBSCRIBERS: (852) 3551-3077
Exhibit 1
Hong Kong
Gary Lau
Senior Vice President
Corporate Finance Group
Moodys Asia Pacific Ltd.
JOURNALISTS: (852) 2916-1150
SUBSCRIBERS: (852) 3551-3077
CREDIT RATINGS ARE MOODYS INVESTORS SERVICE, INC.S (MIS) CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MIS ISSUES ITS CREDIT RATINGS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.
© Copyright 2009, Moodys Investors Service, Inc. and/or its licensors including Moodys Assurance Company, Inc. (together, MOODYS). All rights reserved.
ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODYS PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODYS from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is provided as is without warranty of any kind and MOODYS, in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall MOODYS have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODYS or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODYS is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODYS IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling.
MOODYS hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODYS have, prior to assignment of any rating, agreed to pay to MOODYS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,400,000. Moodys Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moodys Investors Service (MIS), also maintain policies and procedures to address the independence of MISs ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moodys website at www.moodys.com under the heading Shareholder Relations -Corporate Governance -Director and Shareholder Affiliation Policy.
Page 6 of 6
Exhibit 2
March 11, 2009
Securities & Exchange Commission
SEC Building, EDSA
Mandaluyong City
Attention: |
Director Justina F. Callangan | |||
Corporation Finance Department | ||||
Gentlemen: |
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Re
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: | Philippine Long Distance Telephone Company SEC Registration No. PW-55 |
In compliance with Section 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith three (3) copies of our letter dated March 11, 2009 to the Philippine Stock Exchange, Inc. in connection with the news article which appeared in the Cocktales column of todays issue of the Manila Standard Today.
Respectfully yours,
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
Page 1 of 4
Exhibit 2
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. March 11, 2009
(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) 816-8553; 816-8556
Issuers 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 or Sections 4 and 8 of the Revised Securities Act |
Title of Each Class
|
Number of Shares of Common Stock Licensed and Amount of Debt Outstanding |
Page 2 of 4
Exhibit 2
11. Item 9 Other Matters
Attached hereto is a copy of our letter to the Philippine Stock Exchange, Inc. dated March 11, 2009 in connection with the news article which appeared in the Cocktales column of todays issue of the Manila Standard Today.
SIGNATURE
Pursuant to the requirements of the Securities Regulation Code, the Issuer has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY /s/ Florentino D. Mabasa, Jr. |
FLORENTINO D. MABASA, JR. Assistant Corporate Secretary |
March 11, 2009
Page 3 of 4
Exhibit 2
March 11, 2009
The Philippine Stock Exchange
4th Floor PSE Centre
Exchange Road, Ortigas Center
Pasig City |
Attention:
|
Atty. Pete M. Malabanan Head, Disclosure Department |
|
Ladies and Gentlemen:
We refer to your letter dated March 11, 2009 requesting for clarification/information regarding an article which appeared in the Cocktales column published in todays issue of the Manila Standard Today, quoted as follows:
...The PLDT Group is exploring the possibility of enlarging their one-board seat within the contested Manila Electric Co. to perhaps even buying out the entire Lopez shareholdings from the countrys largest power retailer.
We advise that there are currently ongoing discussions between PLDT and the Lopez Group but no agreement has yet been reached or signed between the parties.
PLDT will make an appropriate disclosure as necessary.
Respectfully yours,
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
Page 4 of 4
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 |
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: March 11, 2009