SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 6 -K

 

REPORT OF FOREIGNPRIVATE ISSUER

PURSUANT TO RULE13a-16 or 15d-16 OF

THE SECURITIESEXCHANGE ACT OF  1934

 

Report on Form6-K dated July 2, 2004

(Commission FileNo. 1-15024)

 

 

 

PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

(Name ofRegistrant)

 

Ramon CojuangcoBuilding
Makati Avenue,Makati City

Philippines0721

(Address ofPrincipal Executive Officers)

 

 

            Indicate by check markwhether the registrant files or will file annual reports under cover of Form20-F or Form 40-F:

 

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

 

            Indicate by check mark if theregistrant is submitting the Form 6-K in paper as permitted by Regulation S-TRule 101 (b) (1):

 

Yes:  o                                    No:  y

 

            Indicate by check mark if theregistrant is submitting the Form 6-K in paper as permitted by Regulation byRegulation S-T Rule 101 (b) (7):

 

Yes:  o                                    No:  y

            Indicate by check markwhether the registrant by furnishing the information contained in this form isalso thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes:  o                                    No:  y

 

 

 

 

 

 

 

 

 

Enclosure:

 

 

A copy of the press releasethat is being issued today by Philippine Long Distance Telephone Company,entitled “Piltel Debt Exchange Transaction Closes; Smart Purchases PLDT’sSeries K Preferred Shares in Piltel”.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 2, 2004

SECURITY CODE:  CM-040

 

 

The PhilippineStock Exchange

Listing andDisclosure Group

4thFloor Philippine Stock Exchange Centre

Exchange Road,Ortigas Center

Pasig City

 

Attention:      Ms.Jurisita M. Quintos

                       SeniorVice President

 

Ladies andGentlemen:

 

We refer to your faxletter of even date requesting us to confirm the veracity of the informationcontained in the news article entitled “PLDT agrees to sell Piltel stake toSmart”, published in today’s issue of The Philippine Star (Internet Edition).

 

Attachedis a press announcement that addresses the matters set out in the above newsreport.

 

Inaddition, we advise that Smart Communications, Inc. is presently clarifying thenecessity of and, if applicable, the timing and other requirements relating toa tender offer.

 

Thank you.

 

Very truly yours,

 

 

MA. LOURDES C.RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

 

 

July 2, 2004 

 

 

SECURITIES& EXCHANGE COMMISSION

CorporateFinance Department

SECBuilding, EDSA

MandaluyongCity

 

Attention         :           Atty.Justina F. Callangan

                                    Director,Corporate Finance Department

 

Gentlemen:

 

Re       :           Philippine LongDistance Telephone Company

                        SECRegistration No. PW-55

 

In accordance withSection 17 1(b) of the Securities Regulation Code, we are submitting herewithfive (5) copies of our letter dated July 2, 2004 to the Philippine StockExchange, Inc. with an accompanying press announcement in connection with thenews article entitled “PLDT agrees to sell Piltel stake to Smart”, published intoday’s issue of The Philippine Star (Internet Edition).

 

Thank you.

 

Very truly yours,

 

 

MA. LOURDES C.RAUSA-CHAN

Corporate Secretary

Encs.

 

 

 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.2(C) THEREUNDER

 

 

 

1.                 2 July 2004

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number  PW-55

 

3.                 BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINELONG DISTANCE TELEPHONE COMPANY                                        

            Exact name of registrant as specified in itscharter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

Province, country or other jurisdiction             Industry ClassificationCode

           ofIncorporation

 

7.         RamonCojuangco Building, Makati Avenue, Makati City                       1200 

            Addressof principal office                                                                  PostalCode

 

8.         (632)814-3664; 814-3552                                           

           Registrant'stelephone number, including area code
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

10.             Securities registered pursuant to Sections 8 of theSecurities Regulation Code

 

            Title ofEach Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

 

 

 

 

 

 

 

 

 

           Attached heretois a copy of our letter to the Philippine Stock Exchange, Inc. dated July 2,2004 with an accompanying press announcement in connection with the newsarticle entitled “PLDT agrees to sell Piltel stake to Smart”, published intoday’s issue of The Philippine Star (Internet Edition).

 

 

SIGNATURE

 

            Pursuantto the requirements of the Securities Regulation Code, the Registrant has dulycaused this report to be signed on its behalf by the undersigned hereto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

 

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

Date: 2 July 2004

 

Distribution Copies:  5 copies –Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**PILTEL DEBTEXCHANGE TRANSACTION CLOSES;**

**SMARTPURCHASES PLDT’S SERIES K PREFERRED SHARES IN PILTEL**

** **

* *

*Manila, Philippines, July 2, 2004* –Smart Communications, Inc (“Smart”), a wholly-owned subsidiary of PhilippineLong Distance Telephone Company (“PLDT”) (PSE:TEL) (NYSE:PHI), announced todaythat it has successfully closed the Pilipino Telephone Corporation (“Piltel”)debt exchange transaction. This concludes the process begun in March this yearwhen Smart invited various creditors of Piltel to exchange their indebtednessfor various types of Smart debt and/or cash.  By the end of the offer period,Smart had received offers from Piltel’s creditors representing approximately69.4* per cent in aggregate of the outstanding restructured Piltel debt.  Inaddition, it had received, from a significant portion of the Piltel creditorswho did not participate in the transaction, waivers to certain provisions ofthe agreements governing Piltel’s restructured indebtedness, allowing Smart toclose the transaction. 

 

As a result, Smart is now Piltel’s largest creditor, holding US$289*million of Piltel’s US$417* million restructured debt.  Based on the optionschosen by the participating creditors, Smart has issued to them US$283* millionin new debt and paid US$1.5 million in cash. 

 

Further, in line with the previously announced intention of Smart toacquire PLDT’s equity holdings in Piltel, Smart today entered into a Sale andPurchase Agreement with PLDT to acquire the latter’s 59.3 million Series Kconvertible preferred shares in Piltel for P2.066 billion.  At a laterstage, Smart intends to acquire the common shares held by PLDT in Piltel,thereby consolidating PLDT’s wireless holdings.

 

Each of the Series K preferred shares is convertible into 170 sharesof the common stock of Piltel. Smart intends to convert, as an initial step,4.825 million of these 59.3 million preferred shares into 820.25 million commonshares of Piltel.  Such initial conversion will result in Smart owning 32.7 percent of Piltel’s expanded common shares and diluting PLDT’s ownership to 30.5per cent of Piltel. In aggregate therefore, ownership of Piltel by PLDT andSmart will be 63.2 per cent. The balance of 54.468 million preferred shareswill be converted into common shares after Piltel has increased its authorizedcapital stock. On full conversion, PLDT and Smart together would own 92.1 percent of the common stock of Piltel.

 

As disclosed by Piltel on June 30, 2004, Piltel’s Board of Directorshas scheduled a special stockholders’ meeting on September 3, 2004 to considerthe proposed increase in Piltel’s authorized capital stock.  

* *

**Any variations to amounts disclosed in previous statementsare a result of changes in foreign exchange rates.  The final foreign exchangerates (Japanese Yen to US Dollar and US Dollar to Philippine Peso) were fixed,based on market rates, on June 30, 2004.*

* *

###

 

*This press release may contain some statements whichconstitute “forward-looking statements” that are subject to a number of risksand uncertainties that could affect PLDT’s business and results of operations.Although PLDT believes that expectations reflected in any forward-lookingstatements are reasonable, it can give no guarantee of future performance,action or events.*

 

 

 

 

About PLDT

PLDT is the leading telecommunicationsprovider in the Philippines. Through its three principal business groups –fixed line, wireless and information and communications technology – PLDToffers a wide range of telecommunications services across the Philippines’ mostextensive fiber optic backbone and fixed line, cellular and satellite 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.

About Smart

Smart is the Philippines’ largestwireless services provider with over 15 million subscribers on its GSMnetwork.  A wholly-owned subsidiary of PLDT, Smart has introducedaward-winning, world-first wireless services such as Smart Money and SmartLoad.  It is a founding member of the Asian Mobility Initiative which promotescooperation in the development of wireless services among its seven memberoperators.

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

About Piltel

Piltel is the third largest wireless service operator inthe Philippines.  Startingout as the operator of a lone telephone exchange in 1968, the company is listedon the Philippine Stock Exchange (PSE:PLTL). 

 

Piltel services over 3 million subscribers on its prepaidGSM service, *Talk ‘N Text*, which operates under a reseller arrangementwith Smart.  The Company also operates local exchange services in selectedLuzon and Mindanao areas.                 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant had duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 

 

                                PHILIPPINE LONG DISTANCETELEPHONE COMPANY
 

 

 

 

By:  MA. LOURDES C. RAUSA-CHAN

                                                          Corporate Secretary
 

 

 

 

Date:  July 2, 2004