SECURITIES AND EXCHANGE COMMISSION Washington, 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 August 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 Number

 

Page

 

1

 

A copy of the disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the broad outline of the PLDT Group’s strategic plans for the next three years (2007 to 2009) and the new Long Term Incentive Plan with respect to the manpower resources being committed to ensure the proper execution of such strategic plans.

 

 

5

 

 

 

 

 

EXHIBIT 1

 

 

 

** **

   

 

 

August 28, 2006

 
 

 

The Philippine Stock Exchange
Disclosure Department

4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:        Ms.Jurisita M. Quintos 

SeniorVice President 

 

Ladies and Gentlemen:

 

In compliance with Section 17.1(b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-Cwith respect to a discloseable event/information.

 

This shall also serve asthe disclosure letter for the purpose of complying with PSE Revised DisclosureRules.

 

Respectfully yours,

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

MLCRC:amq

Encs.

 

 

 

Page 1 of 5

  Exhibit 1
 
 
 
August 28, 2006 
 

 

 

SECURITIES &EXCHANGE COMMISSION

CorporationFinance Department 

SEC Building, EDSA

Mandaluyong City

 

Attention:        DirectorJustina F. Callangan

                        CorporationFinance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordance with Section 17.1(b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C withrespect to a discloseable event/information.

 

Respectfully yours,

 

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

MLCRC:amq

Encs.

Page 2 of 5

  Exhibit 1

 

 

 

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

 

CURRENT REPORTUNDER SECTION 17

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 28 August 2006

(Date of earliest event reported)

 

2.                 SEC Identification Number  PW-55

 

3.                 BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY                                        

            Exactname of issuer as specified in its charter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

            Province, country or otherjurisdiction                Industry Classification Code

of Incorporation

 

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

     Address of principal office                                                              PostalCode

 

8.         (632)816-8553/816-8556                                  

Issuer's telephone number, includingarea code
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

10.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code or Sections 4 and 8 of the Revised SecuritiesAct

 

 

            Titleof Each Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

Page 3 of 5

  Exhibit 1

 

 

11.            Item 9 – Other Events

 

 

The Board of Directors ofPhilippine Long Distance Telephone Company (“PLDT’) approved in principle todaythe broad outline of the PLDT Group’s strategic plans for the next three years(2007 to 2009).  The strategic plans of the Group will focus on the developmentof new revenue streams to drive future growth while protecting its existingcore communications business, particularly its traditional voice servicerevenues in light of a shift towards more data and other converged services.PLDT Group has moved steadily towards a convergence business model/platformover the recent past.  Looking forward, the Group intends to continue pursuingthe development of next generation services on its wireless and fixed lineinfrastructures, expand broadband and other data services, exploitopportunities in the content side to complete the triple-play potential as wellas increase its participation in the call center/business process outsourcingsector.   

 

To ensure the properexecution of the Group’s three-year plans as presented - particularly withrespect to the manpower resources being committed to such plans - a newLong-Term Incentive Plan (“the New LTIP”), upon endorsement of the ExecutiveCompensation Committee, was approved by the Board to cover the period 2007 to 2009.As a result of the establishment of the New LTIP, the Board also approved theearly vesting of the current Long-Term Incentive Plan (“the Original Plan”) bythe end of 2006.

 

The establishment of theNew LTIP for the next three years - the award of which is contingent upon thesuccessful achievement of certain targets - aligns the execution of the newbusiness strategies of the Group over the same period.  In addition, the NewLTIP ensures the continuity of management and assists in succession planningfor the Group.   It also allows PLDT Group to cover new hires and keymanagement in newly acquired businesses to participate in the New LTIP as wellas support a more aggressive retention and pruning process.

 

The strategic plans andthe New LTIP intimately align the PLDT shareholders and management in achievingthe profit targets and the resulting increase in shareholder value created fromthe successful execution of the strategic plans over the plan period.  

Page 4 of 5

  Exhibit 1

 

 

 

 

SIGNATURE

 

 

            Pursuantto the requirements of the Securities Regulation Code, the Issuer has dulycaused this report to be signed on its behalf by the undersigned hereto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

Date: 28 August 2006

 

Distribution Copies:  5copies – Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

 

 

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:August 28, 2006