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 April 2008**
 

 

**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, 2007.  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

 

 

 

 

 

 

 

Copy of the disclosure letter we sent to the Philippine Stock Exchange and the Securities and Exchange Commission regarding a discloseable event/information.

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

Exhibit 1

** **

   

 

 

April 28, 2008 

 

 
The Philippine Stock Exchange
Disclosure Department

4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:        Atty.Pete M. Malabanan 

Head,Disclosure Department

 

Ladies and Gentlemen:

 

In compliance withSection 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submitherewith a copy of SEC Form 17-C regarding 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

Enc.

 

 

 

Page 1 of 4

    
Exhibit 1
 
 
 

April 28, 2008 

 

 

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 regarding adiscloseable event/information.

 

Respectfullyyours,

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

CorporateSecretary

 

MLCRC:amq

Encs.

Page 2 of 4

   

Exhibit 1

 

** **

   

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 April 28, 2008

Date of Report (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 issuer as specified in its charter

 

5.         PHILIPPINES                                              6.____________(SEC Use Only)  

Province, country or other jurisdiction          IndustryClassification Code

of Incorporation

 

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

            Address of principaloffice                                                        Postal Code

 

8.         (632)816-8553 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

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

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

____________________________________________________________

____________________________________________________________

____________________________________________________________

 

 

Page 3 of 4

  Exhibit 1

 

11.   Other events

 

Smart Communications Inc.(“Smart”), a wholly-owned subsidiary of Philippine Long Distance TelephoneCorporation (“PLDT”) (PSE:TEL) (NYSE:PHI), announced today that it has acquiredthe entire issued and outstanding capital stock of PH Communications HoldingsCorporation (“PH Communications”) and Francom Holdings, Inc. (“FHI”), whichcollectively own 100% of Connectivity Unlimited Resource Enterprise, Inc.(“CURE”).  Both companies were controlled by an investor group led by Mr.Roberto V. Ongpin.  PH Communications and Francom Holdings owned 96.57% and3.43%, respectively, of CURE.  Smart disclosed that it acquired the twocompanies for the total amount of Php 419.54 million.

 

Smart also intends todirectly invest up to Php 210 million in CURE, in the form of subscriptions fornew shares of CURE. The fresh funds will be used by CURE for working capitalpurposes.

 

CURE is one of the fourlicensees awarded by the National Telecommunications Commission with a 3Gfrequency in December 2006.  It was awarded an allocation of 10 Mhz in the 2100Mhz band and expects to launch its commercial service in May this year.

 

The acquisition dovetailswith Smart’s previously announced plan to provide expanded and enhanced 3Gservices nationwide, including higher speed wireless broadband services.  CUREis envisioned to provide Smart with a platform to offer and providedifferentiated 3G services for niche markets. 

 

 

SIGNATURE

 

Pursuant to therequirements of the Securities Regulation Code, the Registrant has duly causedthis report to be signed on its behalf by the undersigned hereto dulyauthorized.

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

By:

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

April 28, 2008 

Page 4 of 4

    

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:April 28, 2008