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 January 2007**
 

 

**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 resignation of Mr. Antonio O. Cojuangco as director of Philippine Long Distance Telephone Company (“PLDT”) effective on January 7, 2007.

 

 

5

 

** **

   

Exhibit 1

 

 

 

** **

   

 

January 8, 2007 

 

 
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 with Section 17.1(b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-Cregarding 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

Encs.

Page 1 of 5

  Exhibit 1
 
 
 
January 8, 2007 

 

 

 

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.

 

Respectfully yours,

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

MLCRC:amq

Encs.

Page 2 of 5

  Exhibit 1

 

 

** **

   

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 8 January 2007 

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 principal office                                                                    PostalCode

 

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 5

  Exhibit 1

 

11.   Item 4.Resignation of Director 

 

 

We disclose that Mr. Antonio O. Cojuangco vacated hispost as a director of the Philippine Long Distance Telephone Company, effectiveon January 7, 2007.  Attached is a copy of Mr. Cojuangco’s letter.

 

The above event is not expected to have anysignificant impact on the Company’s current or future operations, financialposition or results of operation.

 

 

Pursuant to therequirements of the Securities Regulation Code, the Issuer has duly caused thisReport to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

January 8, 2007

 

Page 4 of 5

  Exhibit 1

 

 

 

January 7, 2007

 

 

Mr. Manuel V. Pangilinan

Chairman of the Board

Mr. Napoleon L. Nazareno

President

Members of the Board

Philippine Long Distance TelephoneCompany

Ramon Cojuangco Bldg., Makati Avenue

Makati City

 

 

Dear Sir/Madam:

 

 

It is with atinge of sadness that I take my leave effective today, 7 January 2007, as amember of the Board of this prestigious institution.  It is the proper time,and my decision is the appropriate thing to do.

 

I take with meyears of memories and experience on which I can reflect through my lifetime.  Iwish the Board continued success in steering this institution in the comingyears.

 

 

Sincerely,

 

 

 

/s/Antonio O. Cojuangco

ANTONIOO. COJUANGCO

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:January 9, 2007