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 December 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 notice of the Company’s intent to voluntarily delist its American Depositary Shares (ADSs) from the NYSE Arca. PLDT’s ADSs continue to be listed on the New York Stock Exchange.

 

 

 

5

 

 

 

 

 

 

** **

  December 19, 2006

 

 

The Philippine Stock Exchange
Disclosure Department

4th Floor PSE Centre

Exchange Road, Ortigas Center

Pasig City

 

Attention:          Ms. Jurisita M.Quintos 

Senior VicePresident 

 

Ladies and Gentlemen:

 

In accordance with Section 17.1 (b) of theSecurities Regulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C regardinga discloseable event/information.

 

 

Respectfullyyours,

 

 

 

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary

 

 

December 19, 2006

 

 

SECURITIES & EXCHANGE COMMISSION

Corporation Finance Department 

SEC Building, EDSA

Mandaluyong City

 

Attention:          Director  Justina F.Callangan

                        CorporationFinance Department

 

Gentlemen:

 

Re        :           Philippine LongDistance Telephone Company

                        SEC RegistrationNo. PW-55

 

In accordance with Section 17.1 (b) of theSecurities Regulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C regardinga discloseable event/information.

 

 

Respectfully yours,

 

 

** **

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary

 

 

 

SECURITIES AND EXCHANGECOMMISSION

 

 

SEC FORM 17-C

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                  December19, 2006 

(Dateof earliest event reported)

 

2.                  SECIdentification Number  PW-55

 

3.                  BIRTax Identification No. 000-488-793

 

4.                  PHILIPPINE LONG DISTANCE TELEPHONECOMPANY                                      

            Exact name of issuer asspecified in its charter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

            Province, country or other jurisdictionIndustry Classification Code

            ofIncorporation

 

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

            Addressof principal office                                                                             PostalCode

 

8.         (632)816-8553; 816-8556                                 

**Issuer'stelephone number, including area code**
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

10.              Securitiesregistered pursuant to Sections 8 and 12 of the Securities Regulation Code orSections 4 and 8 of the Revised Securities Act

 

 

            Title ofEach Class                                 Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11.              Item 9 – Other Events

 

 

            Attached hereto is a copy ofPLDT’s notice of intent to voluntarily delist its American Depositary Shares(ADSs) from the NYSE Arca.  PLDT’s ADSs continue to be listed on the New YorkStock Exchange.

 

 

 

 

SIGNATURE

 

 

            Pursuant to the requirementsof the Securities Regulation Code, the Issuer has duly caused this report to besigned on its behalf by the undersigned hereto duly authorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

 

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary

 

 

 

 

 

Date:  December 19, 2006

 

Distribution Copies:        5 copies –Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 18, 2006

 

 

NYSE Arca, Inc.

NYSE Arca Equities, Inc.

100 S. Wacker Drive, Suite 1800

Chicago, Illinois 60606

 

                                                                Re:          VoluntaryDelisting

 

Ladies and Gentlemen:

 

In my capacity as President and ChiefExecutive Officer of PHILIPPINE LONG DISTANCE TELEPHONE COMPANY (“**PLDT**”or the “**Company**”), I am writing to give notice to you of the Company’sintent to voluntarily delist from NYSE Arca Equities, Inc. (“**NYSE Arca**”)PLDT American Depositary Shares, each representing one PLDT Common Stock.  TheCompany has determined that it is in the best interest of PLDT and itsstockholders that PLDT withdraw the listing of its American Depositary Sharesfrom NYSE Arca in order to eliminate duplicative administrative burdens andcosts inherent with dual listing.  PLDT American Depositary Shares continue tobe listed on the New York Stock Exchange, its principal listing exchange.

 

The Company also hereby gives permission toNYSE Arca to include PLDT in a press release to be published by NYSE Arca on January8, 2007 on behalf of a group of dually listed companies voluntarily delisting.

 

In accordance with the NYSE Arca voluntarydelisting process, the Company will post on its website this notice and theabovementioned press release to be published by NYSE Arca, until the delistingbecomes effective.

 

The Company acknowledges that it will notfile a Form 25 with the United States Securities and Exchange Commission beforeJanuary 18, 2007.

 

Sincerely,

 

 

_______________________ 

NAPOLEON L. NAZARENO

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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        :     __________________________ Name  :     Ma. Lourdes C. Rausa-Chan

Title     :     Senior Vice President, Corporate

                  Affairs and Legal Services Head 

                  and Corporate Secretary

 

 

 

 

 

 

 

Date:December 19, 2006