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, 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.

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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 a discloseable
event/information.
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2

Exhibit 1

September 20, 2011

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 discloseable event/information.

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

Respectfully yours,

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

Page 1 of 4

3

Exhibit 1

September 20, 2011

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 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 discloseable event/information.

Respectfully yours,

/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant 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.   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 3 of 4

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Exhibit 1

11. Item 9 — Other Events

We disclose that the Special Meeting of Stockholders of Philippine Long Distance Telephone Company (“PLDT” or the “Company”) scheduled today, September 20, 2011 at 4:00 p.m., Dusit Thani Manila, Ayala Center, Makati City, has been cancelled by the Board of Directors due to an anticipated lack of quorum.

Based on the validated and tabulated proxies reported by the Company’s Transfer Agents, the Corporate Secretary has determined that: (1) holders of shares equivalent to 73.27% of the total outstanding common stock have given valid proxies to be represented and vote their shares in the Special Meeting and (2) the number of preferred shares necessary to bring the total shares represented in person or by proxy and to vote at the Special Meeting to two-thirds (2/3) of the total outstanding capital stock, being the quorum required for the Special Meeting, will most likely not be secured. Under the Corporation Code, holders of preferred shares are also entitled to vote on significant corporate actions, such as the amendment of the Articles of Incorporation, which is the principal item in the Agenda for the Special Meeting.

Our Board of Directors plans to call another special meeting of stockholders on such date to be announced in due course.

 
PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY
By:
/s/ Florentino D. Mabasa, Jr.
 
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

September 20, 2011

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

Date: September 20, 2011

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