EX-99 2 exhibit1.htm EX-99 Exhibit  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, 2008. 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.

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EXHIBITS

                 
Exhibit Number             Page

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  Copy of the disclosure letter we sent to the        
 
  Philippine Stock Exchange and the Securities and        
 
  Exchange Commission regarding a transaction        
 
  entered into by Smart Communications, Inc., our        
1
  wholly owned subsidiary.     4  

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Exhibit 1

May 15, 2009

The Philippine Stock Exchange
Disclosure Department
4th Floor PSE Centre
Exchange Road, Ortigas Center

    Pasig City

     
Attention:
  Ms. Janet A. Encarnacion
Head, Disclosure Department
 
   

Ladies and Gentlemen:

In compliance with Section 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-C regarding a transaction entered into by Smart Communications, Inc., our wholly owned subsidiary.

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 4

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Exhibit 1

May 15, 2009

SECURITIES & EXCHANGE COMMISSION
Corporation Finance Department
SEC Building, EDSA
Mandaluyong City

         
Attention:
  Director Justina F. Callangan
 
      Corporation Finance Department
Gentlemen:
   
Re
  :   Philippine Long Distance Telephone Company
SEC Registration No. PW-55

In accordance with Section 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C regarding a transaction entered into by Smart Communications, Inc., our wholly owned subsidiary.

Respectfully yours,

/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

Page 2 of 4

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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.   May 15, 2009

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     1200  
 
  Address of principal office   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 3 of 4

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Exhibit 1

11. Item 9 — Other Events

Smart Communications, Inc (“Smart”), a wholly-owned subsidiary of Philippine Long Distance Telephone Company (“PLDT”) (PSE:TEL) (NYSE:PHI), announced that it has acquired 40 per cent of the issued common shares of Primeworld Digital Systems, Inc. (“PDSI”). Subject to various regulatory and other approvals, Smart intends to increase its stake in PDSI to 100 per cent within the year.

Established in 1996 as one of the pioneering Internet Service Providers in the Philippines, PDSI has evolved into a telecommunications company specializing in IP communications services such as premium Internet connectivity, data center services, VPN, VOIP and managed security. PDSI has established a reputation for excellent customer service with a nationwide client base of government and educational institutions, and medium to large corporations. The company also owns and operates its own wireless local loop network. PDSI operates under a legislative franchise, Republic Act No. 8992, granted in 2001, to provide telecommunications services throughout the Philippines and between the Philippines and other countries and territories, including mobile, cellular, wired or wireless telecommunications systems and their value added services. It has a Provisional Authority to build and operate an information and data communications network issued by the Philippines’ National Telecommunications Commission.

The acquisition is intended to strengthen Smart’s leading position in the wireless broadband business.

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
By:
/s/ Ma. Lourdes C. Rausa-Chan
 
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

May 15, 2009

Page 4 of 4

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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
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: May 15, 2009

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