SECURITIES AND EXCHANGE COMMISSIONWashington, 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 July 2006**
 

 

**Commission File Number 1-03006**

 

 

Philippine Long Distance Telephone Company
(Exact Name of Registrant asSpecified in Its Charter)

 

**Ramon********Cojuangco********Building**

**Makati Avenue**

**Makati********City**

**Philippines**

(Address of principal executiveoffices)

 

 

(Indicate by check markwhether the registrant files or will file annual reports under cover Form 20-For Form 40-F.)

 

Form20-F      Ö                                  Form40-F

 

 

(Indicate by check markwhether by furnishing the information contained in this Form, the registrant isalso thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes                                                        No       Ö

 

 

(If "Yes" ismarked, indicate below the file number assigned to the registrant in connectionwith Rule 12g3-2(b): 82- ________ )
****
 

 

NOTE REGARDINGFORWARD-LOOKING STATEMENTS

 

Some information in this report may containforward-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 of1934.  We have based these forward-looking statements on our current beliefs,expectations and intentions as to facts, actions and events that will or mayoccur in the future.  Such statements generally are identified byforward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,”“expect,” “may,” “will” or other similar words.

A forward-looking statement may include astatement of the assumptions or bases underlying the forward-lookingstatement.  We have chosen these assumptions or bases in good faith.  Theseforward-looking statements are subject to risks, uncertainties and assumptions,some of which are beyond our control.  In addition, these forward-lookingstatements reflect our current views with respect to future events and are nota guarantee of future performance.  Actual results may differ materially frominformation contained in the forward-looking statements as a result of a numberof factors, including, without limitation, the risk factors set forth in“Item 3. Key Information – Risk Factors” in our annual report on Form 20-Ffor the fiscal year ended December 31, 2005.  You should also keep in mind thatany forward-looking statement made by us in this report or elsewhere speaksonly as at the date on which we made it.  New risks and uncertainties come upfrom time to time, and it is impossible for us to predict these events or howthey may affect us.  We have no duty to, and do not intend to, update or revisethe statements in this report after the date hereof.  In light of these risksand uncertainties, you should keep in mind that actual results may differmaterially from any forward-looking statement made in this report or elsewhere.

 

**EXHIBITS**
 

 

 

Exhibit NumberPage

 

 

A copy of the disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the following:

 

 

1

Resignation of Mr. Shigeru Yoshida as director of Philippine Long Distance Telephone Company (“PLDT”) effective at the opening of business on July 11, 2006;

 

 

5

1

Election of Mr. Tsuyoshi Kawashima as director of PLDT effective on July 11, 2006 and for the unexpired term of his predecessor in office, Mr. Shigeru Yoshida; and

 

 

5

2

Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock and Series A, I, R, W, AA and BB 10% Cumulative Convertible Preferred Stock.

 

6

 

3

 

Appointment of Mr. Tsuyoshi Kawashima as Advisor to the Audit Committee and member of the Executive Compensation Committee vice Mr. Shigeru Yoshida who resigned effective at the opening of business on July 11, 2006.

 

 

5

 

 
 

 

Exhibit 1

   

 
 
      July11, 2006
 

 

Philippine Stock Exchange

Disclosure Department

4/F PSE Center

Exchange Road, Ortigas Center
Pasig City

 

Attention:  Ms. JurisitaM. Quintos
SVP- Operations Group
 

Gentlemen:

 

Incompliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith a copy of SEC Form 17-C regarding the following:

 

1.    resignation of Mr. Shigeru Yoshida asdirector of Philippine Long Distance Telephone Company (“PLDT”) effective atthe opening of business on July 11, 2006; and

 

2.    election of Mr. Tsuyoshi Kawashima asdirector of PLDT effective on July 11, 2006 and for the unexpired term of hispredecessor in office, Mr. Shigeru Yoshida.

This shall serve asour disclosure in compliance with the PSE Disclosure Rules.

 

 

 

Very truly yours,

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**

 
 
/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 1 of 5

    

Exhibit 1

   
 
 
      July11, 2006
 

 

Securities & ExchangeCommission

SEC Building, EDSA

Mandaluyong City

 

Attention:  DirectorJustina F. Callangan
 Corporation Finance Department
 

Gentlemen:

 

Inaccordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith five(5) copies of SEC Form 17-C regarding the following:

 

1.    resignation of Mr. Shigeru Yoshida asdirector of Philippine Long Distance Telephone Company (“PLDT”) effective atthe opening of business on July 11, 2006; and

 

2.    election of Mr. Tsuyoshi Kawashima asdirector of PLDT effective on July 11, 2006 and for the unexpired term of hispredecessor in office, Mr. Shigeru Yoshida.

 

 

 

Very truly yours,

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**

 
 
/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 2 of 5

  

Exhibit 1

  COVER SHEET

 

 
P

W

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5

5

 
 

S.E.C. Registration No.

 

 

P

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P

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(Company’s Full Name)

 

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C

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B

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M

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C

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Y

(Business Address: No. Street City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact Person

 

Company Telephone Number

 

 
 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

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

 
2,191,308

As of June 30, 2006

 

N/A

 

 

N/A

 
 
     Total No. of Stockholders

 

Domestic

 

Foreign

 

----------------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

 

 

**STAMPS**
 

Remarks: Please useblack 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.                  11July 2006

Dateof Report (Date of earliest event reported)

 

2.                  SECIdentification Number PW-55

 

3.                  BIRTax Identification No. 000-488-793

 

4.                  PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

Exact name ofissuer as specified in its charter

 

5.         PHILIPPINES                                                        6.____________(SEC Use Only)  

Province,country or other jurisdiction                           Industry ClassificationCode

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City                           1200

****Address of principal office                                                                 PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since last report

 

10.              Securitiesregistered pursuant to Sections 8 and 12 of the Securities Regulation Code andSections 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

  We disclose thefollowing:

 

1.    Mr.Shigeru Yoshida tendered his resignation from his directorship in the Company,effective at the opening of business on July 11, 2006.

 

Theresignation of Mr. Shigeru Yoshida is not expected to have any significant impacton the Company’s current or future operations, financial position or results ofoperation.

 

2.    Mr.Tsuyoshi Kawashima was elected as a director of the Company effective July 11,2006 and for the unexpired term of his predecessor in office, Mr. Shigeru Yoshida.

 

 

            Pursuant tothe requirements of the Securities Regulation Code, the Issuer has duly causedthis Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

July 11, 2006

 

Page 5 of 5

  
Exhibit 2

   

 

July 11, 2006

 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:    Ms. Jurisita M.Quintos

SVP– Operations Group 

 

Gentlemen:

 

            In compliancewith the disclosure requirements of the Philippine Stock Exchange, we advisethat during the meeting of the Board of Directors of our Company on July 11,2006, the following cash dividends were declared out of the unrestrictedretained earnings of the Company as of December 31, 2005:

 

1.        Atotal of P12,420,000.00 on all of the outstanding shares of the Company’sSeries IV Cumulative Non-Convertible Redeemable Preferred Stock, for thequarter ending September 15, 2006, payable on September 15, 2006 to the holderof record on August 10, 2006.

 

2.        P1.00per outstanding share of the Company’s Series A 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

3.        P1.00per outstanding share of the Company’s Series I 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

4.        P1.00per outstanding share of the Company’s Series R 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

5.        P1.00per outstanding share of the Company’s Series W 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

 

Exhibit 2

  
Page 1 of 6

   

 

 

 

 

6.        P1.00per outstanding share of the Company’s Series AA 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

7.        P1.00per outstanding share of the Company’s Series BB 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

            Thankyou.

 

             Very truly yours,

 

 

/s/Ma. Lourdes C. Rausa-Chan

                                                                MA.LOURDES C. RAUSA-CHAN
CorporateSecretary

Page 2 of 6

    

Exhibit 2

  COVER SHEET

 

 

P

W

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5

5

 

SEC Registration No.

 

P

H

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(Company’s Full Name)

 

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C

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C

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(Business Address: No. Street/City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

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

2,191,308

As of June 30, 2006

 

 

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 scanningpurposes

Page 3 of 6

   

Exhibit 2

   

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

 

1.         11 July2006

Dateof Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIR TaxIdentification No. 000-488-793

 

4.         PHILIPPINELONG DISTANCE TELEPHONE COMPANY

Exact name ofissuer as specified in its charter

 

5.         PHILIPPINES                                                        6.____________(SEC Use Only)  

Province,country or other jurisdiction                           Industry ClassificationCode

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City                       1200

Address of principal office                                                             PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since last report

 

10.        Securities registered pursuant to Sections 8and 12 of the Securities Regulation Code and Sections 4 and 8 of the RevisedSecurities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

 

Page 4 of 6

    

Exhibit 2

  Item9 (Other Events)

 

 

Wedisclose that the Board of Directors of Philippine Long Distance TelephoneCompany (the “Company”), at its meeting held on July 11, 2006 declared, out ofthe unrestricted retained earnings of the Company as of December 31, 2005, thefollowing cash dividends:

 

1.     Atotal of P12,420,000.00 on all of the outstanding shares of the Company’sSeries IV Cumulative Non-Convertible Redeemable Preferred Stock, for thequarter ending September 15, 2006, payable on September 15, 2006 to the holderof record on August 10, 2006.

 

2.     P1.00per outstanding share of the Company’s Series A 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

3.     P1.00per outstanding share of the Company’s Series I 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

4.     P1.00per outstanding share of the Company’s Series R 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

5.     P1.00per outstanding share of the Company’s Series W 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

6.     P1.00per outstanding share of the Company’s Series AA 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

7.     P1.00per outstanding share of the Company’s Series BB 10% Cumulative ConvertiblePreferred Stock, for the annual period ending July 31, 2006, payable on August31, 2006, to the holders of record on August 1, 2006.

 

 

 

 

Exhibit 2

  
Page 5 of 6

   

 

 

 

 

Pursuant to the requirements of the Securities RegulationCode, the Company has duly caused this Report to be signed on its behalf by theundersigned hereunto duly authorized.

 

 

 

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**
 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

July 11, 2006

 

Page 6 of 6

   

Exhibit 3

   
 
      July11, 2006
 

 

Philippine Stock Exchange

Disclosure Department

4/F PSE Center

Exchange Road, Ortigas Center
Pasig City

 

Attention:  Ms. JurisitaM. Quintos
SVP- Operations Group
 

Gentlemen:

 

Incompliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith a copy of SEC Form 17-C regarding the appointment ofMr. Tsuyoshi Kawashima as Advisor to the Audit Committee and member of theExecutive Compensation Committee vice Mr. Shigeru Yoshida who resignedeffective at the opening of business on July 11, 2006.

 

This shall serve asour disclosure in compliance with the PSE Disclosure Rules.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 
 
/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 1 of 5

    

Exhibit 3

   
 
 
      July11, 2006
 

 

Securities & ExchangeCommission

SEC Building, EDSA

Mandaluyong City

 

Attention:  Director JustinaF. Callangan
Corporation Finance Department
 

Gentlemen:

 

Inaccordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith five(5) copies of SEC Form 17-C regarding the appointment of Mr. Tsuyoshi Kawashimaas Advisor to the Audit Committee and member of the Executive CompensationCommittee vice Mr. Shigeru Yoshida who resigned effective at the opening ofbusiness on July 11, 2006.

 

 

 

Very truly yours,

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**

 
 
/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 2 of 5

  

Exhibit 3

   

COVER SHEET

 

 
P

W

-

5

5

 
 

S.E.C. Registration No.

 

 

P

H

I

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P

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D

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T

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P

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C

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P

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(Company’s Full Name)

 

R

A

M

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N

 

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A

N

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C

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B

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G

.

 

 

 

 

M

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A

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E

.

 

M

A

K

A

T

I

 

C

I

T

Y

(Business Address: No. Street City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact Person

 

Company Telephone Number

 

 
 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

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

 
2,191,308

As of June 30, 2006

 

N/A

 

 

N/A

 
 
     Total No. of Stockholders

 

Domestic

 

Foreign

 

-----------------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

 

 

**STAMPS**
 

Remarks: Please useblack ink for scanning purposes.

Page 3 of 5

   

Exhibit 3

   

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.         11 July2006

Dateof Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIR TaxIdentification No. 000-488-793

 

4.         PHILIPPINE LONG DISTANCETELEPHONE COMPANY

Exact name ofissuer as specified in its charter

 

5.         PHILIPPINES                                                        6.____________(SEC Use Only)  

Province,country or other jurisdiction                           Industry ClassificationCode

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City                                 1200

            Address of principal office                                                                         PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since last report

 

10.        Securities registered pursuant to Sections 8and 12 of the Securities Regulation Code and Sections 4 and 8 of the RevisedSecurities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

Page 4 of 5

    

 

 

Exhibit 3

  We disclose that at theBoard meeting of the Company held on July 11, 2006, Mr. Tsuyoshi Kawashima wasappointed Advisor to the Audit Committee and member of the ExecutiveCompensation Committee vice Mr. Shigeru Yoshida who resigned effective at theopening of business on July 11, 2006.

 

 

            Pursuant tothe requirements of the Securities Regulation Code, the Issuer has duly causedthis Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

July 11, 2006

 

Page 5 of 5

    

 

Signatures

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly 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:July 11, 2006