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 issued by Fitch Ratings (Fitch) entitled “Fitch Upgrades PLDT’s Foreign Currency IDR to ‘BB+’”.

 

 

5

 

** **

   

Exhibit 1

 

 

 

** **

   

 

 

August 18, 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 press release issued by FitchRatings (Fitch) attached thereto entitled “Fitch Upgrades PLDT’s ForeignCurrency IDR to ‘BB+’”.

 

This shall also serve asthe disclosure letter for the purpose of complying with PSE Corporate DisclosureRequirements.

 

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 18, 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 press release issued by Fitch Ratings(Fitch) attached thereto entitled “Fitch Upgrades PLDT’s Foreign Currency IDRto ‘BB+’”.

 

Very trulyyours,

 

/s/ Ma. LourdesC. 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 SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

 

1.                 August 18, 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                                        

Exact name of registrant 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                                            

           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 5

  Exhibit 1

 

 

            Attachedhereto is a press release issued by Fitch Ratings (Fitch) entitled “FitchUpgrades PLDT’s Foreign Currency IDR to ‘BB+’”.

 

 

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 18, 2006 

 

Distribution Copies:  5copies – Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

 

 

Page 4 of 5

  Exhibit 1

 

 

Fitch Ratings

KNOWYOUR RISK

 

** **

**Fitch Upgrades PLDT's Foreign Currency IDR To 'BB+'**

Fitch Ratings-HongKong/Singapore-18 August 2006: Fitch Ratings has today upgraded Philippine LongDistance Telephone Company's ("PLDT") Long-term foreign currencyIssuer Default Rating ("IDR") to 'BB+' from 'BB'. The Outlook isStable. At the same time, Fitch has upgraded PLDT's global bonds and seniornotes to 'BB+' from 'BB' while it also affirmed PLDT's Long-term local currencyIDR of 'BBB-' (BBB minus) with a Positive Outlook and National Long-term ratingof 'AAA(phl)' with a Stable Outlook. 

Today's ratingsaction follows the announcement by Fitch that it has upgraded the CountryCeiling on the Republic of the Philippines to 'BB+' from 'BB'. PLDT's foreigncurrency IDR and senior debt instrument ratings remain constrained by thesovereign Country Ceiling. On the other hand, PLDT's Long-term local currencyIDR is not constrained with the IDR already exceeding the Republic of the Philippines' local currency IDR of 'BB+' with a Stable Outlook.  

Contacts: Jonathan Cornish,Hong Kong, Tel: +852 2263 9901; Priya Gupta, Singapore, Tel: +65 6884 5085. 

Media Relations: Ching-Yuen Lock, Singapore, Tel: +65 6238 7301; Sylvia McKaige, Singapore, Tel: +65 6336 0095. 

 

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 18, 2006