6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 20, 2011

Philippine Long Distance Telephone Company
———————————————————————————————————

(Translation of registrant’s name into English)

Ramon Cojuangco Building
Makati Avenue, Makati City
Philippines

———————————————————————————————————
(Address of principal executive office)

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 that we filed with the Securities and Exchange
Commission and the Philippine Stock Exchange regarding cash dividend declaration
on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible
Preferred Stock.

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
Date: 09/20/2011	By:	Ma. Lourdes C. Rausa-Chan
	Name:	Ma. Lourdes C. Rausa-Chan
	Title:	SVP & Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99	Copies of the disclosure letters that we filed with the Securities and Exchange Commission and the Philippine Stock Exchange regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.

EX-99 2 exhibit1.htm EX-99

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, 2010. 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
	1	Copies of the disclosure letters that we filed with the Securities and Exchange Commission and the Philippine Stock Exchange regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.	5

Exhibit 1

September 20, 2011

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 regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.

This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.

Respectfully yours,

/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

Page 1 of 5

Exhibit 1

September 20, 2011

SECURITIES & EXCHANGE COMMISSION
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 regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.

Respectfully yours,

/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

Page 2 of 5

Exhibit 1

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 G

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	816-8553
Contact person	Contact Telephone No.

								Every 2nd
1	2	3		1	SEC FORM 17-C	0	6	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
2,181,842 As of July 31, 2011	NA	NA
Total No. of Stockholders	Domestic	Foreign

To be accomplished by SEC Personnel concerned

______________________________
File Number	LCU

______________________________
Document I.D.	Cashier

STAMPS

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 20, 2011

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.	PHILIPPINES6.       (SEC Use Only)
	Province, country or other jurisdictionIndustry Classification Code
	of Incorporation
7.	Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office	1200 Postal Code

8. (632) 816-8553

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

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 20, 2011, the Board declared the following cash dividends out of the unaudited unrestricted retained earnings of the Company as at June 30, 2011, which are sufficient to cover the total amount of dividends declared:

a. ?1.00 per outstanding share of the Company’s Series E 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

b. ?1.00 per outstanding share of the Company’s Series K 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

c. ?1.00 per outstanding share of the Company’s Series O 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

d. ?1.00 per outstanding share of the Company’s Series U 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

e. ?1.00 per outstanding share of the Company’s Series C 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

f. ?1.00 per outstanding share of the Company’s Series D 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

g. ?1.00 per outstanding share of the Company’s Series J 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

h. ?1.00 per outstanding share of the Company’s Series T 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

i. ?1.00 per outstanding share of the Company’s Series X 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

Pursuant to the requirements of the Securities Regulation Code, PLDT has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

By:

/s/ Florentino D. Mabasa, Jr.

FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

September 20, 2011

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.

PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY

By : /s/ Florentino D. Mabasa, Jr.

Name : Florentino D. Mabasa, Jr.
Title : First Vice President and Assistant Corporate Secretary

Date: September 20, 2011

EX-99

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, 2010. 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
	1	Copies of the disclosure letters that we filed with the Securities and Exchange Commission and the Philippine Stock Exchange regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.	5

Exhibit 1

September 20, 2011

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 regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.

This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.

Respectfully yours,

/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

Page 1 of 5

Exhibit 1

September 20, 2011

SECURITIES & EXCHANGE COMMISSION
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 regarding cash dividend declaration on the Company’s Series E, K, O, U, C, D, J, T and X 10% Cumulative Convertible Preferred Stock.

Respectfully yours,

/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

Page 2 of 5

Exhibit 1

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 G

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	816-8553
Contact person	Contact Telephone No.

								Every 2nd
1	2	3		1	SEC FORM 17-C	0	6	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
2,181,842 As of July 31, 2011	NA	NA
Total No. of Stockholders	Domestic	Foreign

To be accomplished by SEC Personnel concerned

______________________________
File Number	LCU

______________________________
Document I.D.	Cashier

STAMPS

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 20, 2011

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.	PHILIPPINES6.       (SEC Use Only)
	Province, country or other jurisdictionIndustry Classification Code
	of Incorporation
7.	Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office	1200 Postal Code

8. (632) 816-8553

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

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 20, 2011, the Board declared the following cash dividends out of the unaudited unrestricted retained earnings of the Company as at June 30, 2011, which are sufficient to cover the total amount of dividends declared:

a. ?1.00 per outstanding share of the Company’s Series E 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

b. ?1.00 per outstanding share of the Company’s Series K 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

c. ?1.00 per outstanding share of the Company’s Series O 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

d. ?1.00 per outstanding share of the Company’s Series U 10% Cumulative Convertible Preferred Stock, for the annual period ending September 30, 2011, payable on October 31, 2011 to the holders of record on October 7, 2011.

e. ?1.00 per outstanding share of the Company’s Series C 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

f. ?1.00 per outstanding share of the Company’s Series D 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

g. ?1.00 per outstanding share of the Company’s Series J 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

h. ?1.00 per outstanding share of the Company’s Series T 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

i. ?1.00 per outstanding share of the Company’s Series X 10% Cumulative Convertible Preferred Stock, for the annual period ending October 31, 2011, payable on November 29, 2011 to the holders of record on October 20, 2011.

Pursuant to the requirements of the Securities Regulation Code, PLDT has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

By:

/s/ Florentino D. Mabasa, Jr.

FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

September 20, 2011

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.

PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY

By : /s/ Florentino D. Mabasa, Jr.

Name : Florentino D. Mabasa, Jr.
Title : First Vice President and Assistant Corporate Secretary

Date: September 20, 2011