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 press release that is being issued by Philippine Long Distance Telephone Company, entitled “SPI, Subsidiary of ePLDT, Acquires 100% of CyMed, Inc.” 

 

 

6

 

** **

   

Exhibit 1

 

 

 

 

 

August 11, 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 compliancewith Section 17.1(b) and Section 17.3 of the Securities Regulation Code, wesubmit herewith a copy of SEC Form 17-C with a copy of a press release attachedthereto entitled “SPI, Subsidiary of ePLDT, Acquires 100% of CyMed, Inc.”ePLDT, Inc. is a wholly-owned subsidiary of PLDT.

 

This shall also serve asthe disclosure letter for the purpose of complying with the PSE RevisedDisclosure Rules.

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan   

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary 

 

MLCRC:amq

Encs.

 

Page 1 of 6

  Exhibit 1

 

 

 

 

 

 

August 11, 2006 

 

 

SECURITIES &EXCHANGE COMMISSION

Money MarketOperations Department

SEC Building, EDSA

Mandaluyong City

 

Attention         :           DirectorJustina F. Callangan

                                    CorporationsFinance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordancewith Section 17.1 (b) of the Securities Regulation Code, we submit herewithfive (5) copies of SEC Form 17-C with a copy of a press release attachedthereto entitled “SPI, Subsidiary of ePLDT, Acquires 100% of CyMed, Inc.”ePLDT, Inc. is a wholly-owned subsidiary of PLDT.

 

Very trulyyours,

 

/s/ Ma. LourdesC. Rausa-Chan   

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

MLCRC:amq

Encs.

Page 2 of 6

  Exhibit 1

 

 

 

 

**SECURITIES ANDEXCHANGE COMMISSION**

** **

** **

**SEC FORM 17-C**

** **

**CURRENT REPORTUNDER SECTION 17**

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

 

1.                 August 11, 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 registrant as specified in its charter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

           Province, country or otherjurisdiction             Industry Classification Code

of Incorporation

 

7.         9th Floor MGO Building

            Legaspicorner dela Rosa Streets, Makati City                    1200 

     Address of principal office                                              PostalCode

 

8.         (632)816-8553                                           

            Registrant's telephone number, including areacode
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

10.       Securitiesregistered pursuant to Sections 8 and 12 of the SRC

 

            Titleof Each Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

 

Page 3 of 6

    

Exhibit 1

 

 

            Attachedhereto is a copy of a press release entitled “SPI, Subsidiary of ePLDT,Acquires 100% of CyMed, Inc.”  ePLDT, Inc. is a wholly-owned subsidiary ofPLDT.

 

 

 

SIGNATURE

 

            Pursuantto the requirements of the Securities Regulation Code, the Registrant 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:   August 11, 2006

 

Distribution Copies:  5copies – Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

 

 

Page 4 of 6

  Exhibit1

 

Press Release 

** **

  ** **

 

**SPI, SUBSIDIARY OF ePLDT, ACQUIRES 100% OF CYMED, INC.**
POSITIONS GROUP AS THE 3th LARGEST MEDICALTRANSCRIPTION COMPANY
IN THE US 
 

 

***August 11, 2006, MakatiCity, Manila, Philippines***:  The Philippine Long Distance Telephone Company (PLDT;NYSE : PHI; PSE : TEL) announced today that its wholly-owned subsidiary, ePLDT,Inc. (“ePLDT”), through SPI Technologies, Inc. (“SPi”),  has acquired 100% ofCyMed, Inc (“CyMed”) for an aggregate purchase price of US$ 35 millioninclusive of certain debt obligations. 

 

ePLDT is the Informationand Communications Technology arm of the PLDT Group. SPi is the wholly-ownedsubsidiary of ePLDT engaged in business process outsourcing (“BPO”). Itsbusiness units include publishing, legal and healthcare. CyMed currentlyprovides medical transcription (“MT”) services for more than 400 healthcaresystems across 49 states (all but Alaska) and has been recognized by numerousindustry and community associations for superior business operations andprofitable growth. 

 

The acquisition immediatelypositions SPi as the third largest company in the outsourced medicaltranscription industry. Ernest L. Cu, President and CEO of SPi said, “The CyMedacquisition makes us fairly unique in the marketplace with a balanced and deeppool of talent across our Centers of Excellence in the US, Philippines and India.  CyMed’s significant US presence will further strengthen our ability todeliver high quality, high volume transcription services around the clock,around the globe.”

 

“The management team ofCyMed is equally pleased with the business combination,” stated Robert Lynch,President and CEO of CyMed.  “We have worked with SPi before and their focus onquality and customer service is truly impressive.  They can deliverconsistently on turn around time and quality regardless of location.  We arevery comfortable with this sale because we know that our customers willcontinue to receive the high level of service that they expect.”

 

Dave Woodrow, Presidentand COO of SPi’s Healthcare division, will lead the combined SPi-CyMed group.Robert Lynch will join the SPi senior management team, but his position has yetto be announced.   

 

“The addition of CyMedinto SPi will accelerate SPi Healthcare’s path to profitability and betterleverage its fixed costs across more customers. It will strengthen ourparticipation in the growing medical transcription industry which analystsforecast to grow 16% per year, from $2.6 billion in 2005 to $4.2 billion in2008.” said Ray C. Espinosa, President and CEO of ePLDT.

** **

** **

Page 5 of 6

  ** **

Exhibit 1

 

**CyMed Profile**

** **

CyMed is a leadingmedical transcription company based in Richmond, Virginia. It provides MT servicesand technology products through proprietary processes based on Six Sigmaquality management principles. The company currently serves over 400 healthcaresystems, independent hospitals, and government-affiliated clinics across the United States.  CyMed employs 650 US-based staff members and has offices in Virginia, Tennessee and Ohio. 

 

CyMed generated US$ 19.6million in Revenues in 2005 and Net Income of US$ .824 million (unaudited). 

 

 

**SPI Profile**

 

SPi, a wholly-ownedsubsidiary of ePLDT, is a leading full-service BPO provider with offices andfacilities across North America, Europe, and Asia.  Together with ePLDT’sVentus Group, the company has 11,000 employees delivering on a wide range ofcall center and knowledge-based outsourcing solutions to diversified markets,including financial services, healthcare, legal and publishing.  SPiconsistently improves operating efficiency, lowers costs and helps tostrengthen the competitive position of more than 150 customers. 

 

** **

**ePLDT Profile**

 

ePLDT, Inc., awholly-owned subsidiary of telecommunications giant Philippine Long DistanceTelephone Company is an information and communications technology companyproviding enabling infrastructure and services focusing on next-generationcommunications, connectivity and content to corporate clients and consumers.

 

 

*********

 

CONTACT:

 

**Ray C. Espinosa**

President

ePLDT, Inc.

5F LV Locsin Building,

Makati Avenue, Makati City

Tel:     +63 2 8936618

Fax:     +63 2 8150617

rcespinosa@epldt.com

** **

**Anna V. Bengzon**

Head, Investor Relations

PLDT

12F Ramon Cojuangco Building

Makati Avenue, Makati City

Tel: +63 2 8168024

Fax: +63 2 8107138

avbengzon@pldt.com.ph

** **

 

Page 6 of 6

  
Page 6 of 6

    

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 11, 2006