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

 

Report on Form 6-K dated June 8,2004

(Commission File No. 1-15024)

 

 

 

PHILIPPINE LONG DISTANCE TELEPHONECOMPANY

(Name of Registrant)

 

Ramon Cojuangco Building
Makati Avenue, Makati City

Philippines       0721

(Address of Principal ExecutiveOfficers)

 

 

            Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F:

 

                                            Form 20-F:y                        Form 40-F:  o

 

            Indicate by check mark if the registrant issubmitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1):

 

                                                       Yes:o                                    No:  y

 

            Indicate by check mark if the registrant issubmitting the Form 6-K in paper as permitted by Regulation by Regulation S-TRule 101 (b) (7):

 

                                                       Yes:o                                    No:  y

            Indicate by check mark whether the registrant byfurnishing the information contained in this form is also thereby furnishingthe information to the Commission pursuant to Rule 12g3-2(b) under theSecurities Exchange Act of 1934:

 

                                                       Yes:o                                    No:  y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enclosure:

 

 

A copy ofthe press release that is being issued today by Philippine Long DistanceTelephone Company, entitled “SMARTELECTS TO PROCEED WITH PILTEL DEBT TRANSACTION”.

 

 

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**Security Code # CM-040**
 
 

 
 
 
 

 

 

 

June 8, 2004
 

 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

PSE Center, Exchange Road

Ortigas Center, Pasig City

 

Attention:  Ms. JurisitaM. Quintos
Senior Vice President
 

Ladies and Gentlemen:

 

Enclosedis a copy of a Current Report under Section 17 of the Securities RegulationCode (“SRC”) with a copy of a press release entitled “SMART ELECTS TO PROCEED WITH PILTEL DEBTTRANSACTION”.

 

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

 

 

             Very truly yours,

 

                PHILIPPINELONG DISTANCE TELEPHONE COMPANY
 

 

 

 

ANABELLE L. CHUA
Treasurer and Senior Vice President

 
 

 

 

 

 

 

 
 
 

 
 
 
 
 
 
June 8, 2004
 

 

 

Securities & Exchange Commission

Corporate Finance Department

SEC Building, EDSA

Mandaluyong City

 

Attention:  Director JustinaF. Callangan
CorporationsFinance Department
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) of Securities Regulation Code, we aresubmitting herewith five (5) copies of a Current Report with a press releaseattached thereto entitled “SMART ELECTSTO PROCEED WITH PILTEL DEBT TRANSACTION”.

 

 

                Very truly yours,

 

                PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

 

 

 

 

ANABELLE L. CHUA
Treasurer and Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**SEC Number    PW-55**

**File Number _______**

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**PHILIPPINE LONG DISTANCE TELEPHONECOMPANY**

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 (Company’s Full Name)

 

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**10th Floor, PLDT Tower I,Ayala Avenue, Makati City**

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 (Company’s Address)

 

 

**814-3664_______________**

(Telephone Number)

 

 

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**_________________N.A._________________**

(Fiscal Year Ending

(month & day)

 

**CURRENT REPORT UNDER SECTION 17 OF THE**
**SECURITIESREGULATION CODE_________**

(Form Type)

 

 

  ___________________**N.A._________________**

Amendment Designation (Ifapplicable)

 

 

  ___________________**N.A._________________**

Period Ended Date

 

 

  ___________________**N.A._________________**

(Secondary License Type and FileNumber)

 

 

 

 

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**SECURITIES AND EXCHANGE COMMISSION**

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**SEC FORM 17-C**

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**CURRENT REPORT UNDER SECTION 17**

**OF THE SECURITIES REGULATION CODE(“SRC”)**

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1.   June 8,2004                                                                    ________________________

****Date of Report (Date of earliest event reported)

 

2.  SEC Identification Number _PW-55 _   3.  BIR TaxIdentification No. __000-488-793   

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4.  Philippine Long Distance Telephone Company_________________________

****Exact name of registrant as specified in its charter

 

5.  Philippines        ___________________________6.            (SEC Use Only)

     Province, country or other jurisdictionor                           Industry Classification Code:

     Incorporation

 

7.  10th Floor PLDT Tower I, Ayala Avenue, MakatiCity________              _____1200

     Address of principal officePostal Code

 

8.  (632) 814-3664    _____________________________________________________

     Registrant’s telephone number, including area code

 

9.  Not Applicable________________________________________________________

     Former name or former address, if changed since lastreport

 

10.  Securities registered pursuant to Sections 8 and 12 ofthe SRC

 

Title of Each Class                             Numberof Shares of Common Stock

                                                                        Outstandingand Amount of Debt Outstanding

 

_______________________________________________________________________

 

_______________________________________________________________________

 

_______________________________________________________________________

 

 

 

 

 

 

 

 

 

Enclosedis a copy of a press release entitled “SMARTELECTS TO PROCEED WITH PILTEL DEBT TRANSACTION”.

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities  Regulation Code, the Registranthas duly caused this report to be signed on its behalf by the undersigned heretoduly authorized.

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

 

            ANABELLE L. CHUA

                                                                     Treasurerand Senior Vice President

 

 

 

Date :  8June 2004

 

DistributionCopies:     5 copies  -  Securities & Exchange Commission

1 copy    -  Philippine Stock Exchange

1 copy    -  Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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**SMART ELECTSTO PROCEED WITH PILTEL DEBT TRANSACTION**

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***Manila,Philippines, June 8, 2004*** – SmartCommunications, Inc (“Smart”), a wholly-owned subsidiary of Philippine LongDistance Telephone Company (“PLDT”) (PSE:TEL) (NYSE:PHI), announced today thatthe Board of Directors of PLDT has endorsed Smart’s decision to proceed withthe Pilipino Telephone Corporation (“Piltel”) debt exchange transaction.  As oftoday, Smart had received offers from Piltel creditors representingapproximately 69% in aggregate of the outstanding restructured Piltel debt, tosell their Piltel debt to Smart.  

Some Piltel creditorswho opted not to participate in the transaction nonetheless have indicated thatthey will consent to certain amendments to the agreements governing Piltel’srestructured indebtedness, thus permitting Smart to achieve its overallcommercial objectives in proceeding to close the transaction. Given thisdevelopment, the PLDT Board has authorized Smart to proceed with thetransaction despite not having met the 75% aggregate acceptance level setearlier.  

Based on the offersreceived by Smart, the following is a breakdown of the options to be allocatedto the participating Piltel creditors and their percentages of the total amountof Piltel’s outstanding restructured debt:****

**Option**

**Allocation**

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**Amount**

**(in US$ mm)**

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**%**

2014 Smart Debt *

271.5

65.4

2007 Smart Debt

6.9

1.7

2008 Smart Debt

5.0

1.2

Cash

3.8

0.9

**Total**

**287.0**

**69.2**

 

* Included in OtherCreditors are creditors representing 9.2% of Piltel’s outstanding restructureddebt equivalent to US$38.1 million who had chosen the RoP-guaranteed bondoption and are going to be  allocated their chosen alternative option.  Afterintensive efforts to arrange an appropriate RoP-guaranteed facility, Smart hasdetermined that it would not be possible to arrange this facility in time forthe proposed closing of the transaction.  Accordingly, Smart will be advisingthose creditors who chose the RoP-guaranteed bond option of its decision toprovide them with their alternative selection, which in all cases, is the 2014Smart debt.  

Based on theallocation above, Smart will be issuing US$278 million of new debt and payingUS$1.5 million of cash upfront.  Smart plans to close this debt transaction inthe month of July 2004.  Closing is subject to, among other things, thetrustees and agents of the various Piltel debt facilities confirming theirability to act in the manner contemplated by the invitation, including toenable implementation of the relevant waivers and amendments.

In anticipation ofthe successful closure of the debt exchange transaction and after having nowreceived consents from its creditors, Smart intends to commence the process ofacquiring PLDT’s equity interests in Piltel and expects to complete this partof the transaction later in the second half of 2004.  Smart reiterates thatshould it successfully acquire PLDT’s equity interests in Piltel, it is not Smart’sintention to enter into a legal statutory merger with Piltel, nor does itintend to use Piltel as a backdoor listing vehicle.

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*Thispress release may contain some statements which constitute “forward-lookingstatements” that are subject to a number of risks and uncertainties that couldaffect PLDT’s business and results of operations.  Although PLDT believes thatexpectations reflected in any forward-looking statements are reasonable, it cangive no guarantee of future performance, action or events.*

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**About PLDT**

PLDT is the leadingtelecommunications provider in the Philippines. Through its three principalbusiness groups – fixed line, wireless and information and communicationstechnology – PLDT offers a wide range of telecommunications services across thePhilippines’ most extensive fiber optic backbone and fixed line, cellular andsatellite network.

PLDT is listed on the PhilippineStock Exchange (PSE:TEL) and its American depositary shares are listed on theNew York Stock Exchange (NYSE:PHI) and the Pacific Exchange.  PLDT has one ofthe largest market capitalizations among Philippine listed companies.

Further information can be obtainedby visiting the web at www.pldt.com.ph.

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SIGNATURES

 

 

 

            Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hadduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

 

 

                                PHILIPPINE LONG DISTANCETELEPHONE COMPANY
 

 

 

 

By:  MA. LOURDES C. RAUSA-CHAN

Corporate Secretary
 

 

 

Date:  June 8, 2004