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 November 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 Moody’s Investors Service (Moody’s) entitled “Moody’s also upgrades PLDT, Globe”.

 

 

 

7

 

Exhibit 1

 

November6, 2006

 

 

ThePhilippine Stock Exchange

DisclosureDepartment

4thFloor PSE Centre

Exchange Road, Ortigas Center

Pasig City

 

Attention:Ms. Jurisita M. Quintos

Senior vice President

 

Gentlemen:

 

We refer to your letterdated November 6, 2006, requesting confirmation of the information contained inthe news article entitled “Moody’s also upgrades PLDT, Globe“ published in theNovember 4, 2006 issue of the Manila Standard Today, as quoted below: 

 

*“Moody’s Investors Service improved its outlook onlocal telecommunication companies Thursday night to stable from negativefollowing an upward revision in the sovereign outlook.  Moody’s affirmed itsBa2 senior unsecured foreign currency rating on Philippine Long DistanceTelephone Co. but changed its outlook to stable from negative.  Moody’saffirmed PLDT’s Baa3 domestic currency issuer rating and maintained thepositive outlook for the rating, which means that an upgrade in the actualcredit rating is a possibility. x x x”*

 

Attached hereto isa copy of the press release issued by Moody’s Investors Service entitled“Moody’s revises PLDT’s senior unsecured FX rating outlook to stable”, which wedownloaded from Bloomberg, since we have not received an official copy fromMoody’s Investors Service.

 

Respectfullyyours, 

 

/s/Ma. Lourdes C. Rausa-Chan

MA.LOURDES C. RAUSA-CHAN

CorporateSecretary

 

Enc.

Page 1 of 7

  Exhibit 1

 

November 6, 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 compliance withSection 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submitherewith five (5) copies of our letter dated November 6, 2006 to the PhilippineStock Exchange, Inc. regarding the news article entitled “Moody’s also upgrades PLDT, Globe“ published in the November4, 2006 issue of the Manila Standard Today.

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

MLCRC:amq

 

Page 2 of 7

  Encs.Exhibit 1

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

 

CURRENT REPORTUNDER SECTION 17

OF THESECURITIES REGULATION CODE

AND SRCRULE 17.1

 

 

 

1.                 November 6, 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 7

  Exhibit 1

11.            Item 9 – Other Events

 

            Attachedhereto is a copy of our letter to the Philippine Stock Exchange, Inc. (“PSE”)dated November 6, 2006 in connection with the news article entitled “Moody’salso upgrades PLDT, Globe“ published in the November 4, 2006 issue of theManila Standard Today.

 

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:  November 6, 2006

 

Distribution Copies:  5copies – Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

Page 4 of 7

  Exhibit 1

ATT66056 

 

Sydney 

Sydney 

Brian Cahill 

Charles F. Macgregor 

Managing Director 

VP ­ Senior Credit Officer 

Corporate Finance Group 

Corporate Finance Group 

Moody's Investors Service Pty          Moody's Investors Service Pty

Ltd                                                     Ltd        

JOURNALISTS: (612) 9270­8102      JOURNALISTS: (612) 9270­8102SUBSCRIBERS: (612) 9270­8100                                                           SUBSCRIBERS: (612) 9270­8100

 

Moody's revises PLDT's senior unsecured FX rating outlook to stable

 

 

Hong Kong, November 03, 2006 ­­ Moody's Investors Service has todayaffirmed Philippine Long Distance Telephone Company's (PLDT) Ba2 seniorunsecured foreign currency rating and changed its outlook to stable fromnegative. At the same time, Moody's has affirmed PLDT's Baa3 domesticcurrency issuer rating. The outlook for this rating remains positive.

 

"The action has been prompted by the change in outlook on the PhilippinesBa3 country ceiling for foreign currency bonds to stable from negative,"says Moody's Charles Macgregor, VP/Senior Credit Officer and leadanalyst for the company. 

 

PLDT's current foreign currency senior unsecured debt rating of Ba2/stableis above the Philippines' foreign currency country ceiling of Ba3/stable.The foreign currency senior unsecured debt rating incorporatesconvertibility risk, which is the likelihood of the government declaringa debt moratorium to counter a foreign currency crisis.

 

Moody's views foreign currency bonds subject to international law as lesslikely to be subject to a debt moratorium than foreign currencyobligations subject to local law. Therefore, a differential existsbetween PLDT's foreign currency bond rating and the sovereign rating.

 

As such, PLDT's foreign currency bond rating is a function of its ownrisk of default and the probability of a Philippine government default onits foreign debt (implied by its B1 rating), the likelihood that thegovernment would declare a moratorium in the event of a default (impliedby the Ba3 foreign currency ceiling) and, if it did, the chances that itwould exempt a company such as PLDT. 

 

The domestic currency issuer rating outlook is positive, while theforeign currency rating has a stable outlook. 

 

"At the same time, PLDT's credit metrics already exhibit a stronginvestment grade quality," says Macgregor, adding, "Hence, upwardpressure on the local currency rating would now be a function of a morestable economic, political and social environment, and which could reducethe uncertainties associated with the company's prospective operatingenvironment." 

 

Page 5 of 7

    

Exhibit 1

Indicators of a stabilising environment could be reflected by astrengthening in EBITDA, both absolutely, as in above PHP90 billion, andas a percentage of revenue, as in above 65%. A seamless transition to a3G platform would also represent a positive development, while theforeign currency ratings would undergo an upgrade with an upgrade in the

sovereign rating.

 

Downward rating pressure is not expected, given that PLDT currentlyenjoys a healthy financial and operating risk profile. Event risk is,however, apparent due to sovereign­related issues that could manifestthemselves in changes to either the tax or regulatory environments. Suchan outcome may be seen in weaker credit metrics, specifically EBITDAmargin falling below 50%, debt/EBITDA rising above 2.0x, and FFO Interestcoverage trending towards 4x. In addition, PLDT's foreign currencyratings are sensitive to movements in the sovereign rating.

 

Philippine Long Distance Telephone Company, based in Manila, is that country's leading provider of integrated telecommunications services.

 

 

Copyright 2006, Moody's Investors Service, Inc. and/or its licensors andaffiliates including Moody's Assurance Company, Inc. (together, "MOODY'S").All rights reserved. 

 

 

Page 6 of 7

  ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCHINFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHERTRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FORSUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNEROR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTENCONSENT. All information contained herein is obtained by MOODY'S from sourcesbelieved by it to be accurate and reliable. Because of the possibility of humanor mechanical error as well as other factors, however, such information isprovided "as is" without warranty of any kind and MOODY'S, in particular,makes no representation or warranty, express or implied, as to the accuracy,timeliness, completeness, merchantability or fitness for any particularpurpose of any such information. Under no circumstances shall MOODY'S have anyliability to any person or entity for (a) any loss or damage in whole or inpart caused by, resulting from, or relating to, any error (negligent orotherwise) or other circumstance or contingency within or outside the controlof MOODY'S or any of its directors, officers, employees or agents inconnection with the procurement, collection, compilation, analysis,interpretation, communication, publication or delivery of any suchinformation, or (b) any direct, indirect, special, consequential, compensatoryor incidental damages whatsoever (including without limitation, lost profits),even if MOODY'S is advised in advance of the possibility of such damages,resulting from the use of or inability to use, any such information. Thecredit ratings and financial reporting analysis observations, if any,constituting part of the information contained herein are, and must beconstrued solely as, statements of opinion and not statements of fact orrecommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESSOR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY ORFITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION ORINFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Eachrating or other opinion must be weighed solely as one factor in any investmentdecision made by or on behalf of any user of the information contained herein,

Exhibit 1

 

and each such user must accordingly make its own study and evaluation of eachsecurity and of each issuer and guarantor of, and each provider of creditsupport for, each security that it may consider purchasing, holding orselling. MOODY'S hereby discloses that most issuers of debt securities(including corporate and municipal bonds, debentures, notes and commercialpaper) and preferred stock rated by MOODY'S have, prior to assignment of anyrating, agreed to pay to MOODY'S for appraisal and rating services rendered byit fees ranging from $1,500 to $2,400,000. Moody's Corporation (MCO) and its

wholly­owned credit rating agency subsidiary, Moody's Investors Service (MIS),also maintain policies and procedures to address the independence of MIS's

ratings and rating processes. Information regarding certain affiliations thatmay exist between directors of MCO and rated entities, and between entitieswho hold ratings from MIS and have also publicly reported to the SEC anownership interest in MCO of more than 5%, is posted annually on Moody'swebsite at www.moodys.com under the heading "Shareholder Relations ­ Corporate

Governance ­ Director and Shareholder Affiliation Policy."Moody's Investors Service Pty Limited does not hold an Australian financialservices licence under the Corporations Act. This credit rating opinion hasbeen prepared without taking into account any of your objectives, financialsituation or needs. You should, before acting on the opinion, consider theappropriateness of the opinion having regard to your own objectives, financial

situation and needs.

 end

 

Provider ID: 00353378

-0- Nov/03/2006 5:53 GMT

Page 7 of 7

    

 

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:November 6, 2006