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 March 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

 

2

 

 

3

 

 

4

 

 

5

 

A copy of the disclosure letters we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the following:

 

2006 audited financial statements of the Company;

 

election of Ms. Ma. Lourdes C. Rausa-Chan as director of the Company;

 

record date for the Annual Meeting of Stockholders of the Company;

 

promotion to or within officer rank of certain employees of the Company; and 

 

cash dividend declaration on the Company’s Common Capital Stock, Series V and VI Cumulative Convertible Preferred Stock.

 

 

 

 

 

 

 

 

11

 

5

 

 

6

 

 

5

 

 

4

 

 

 

 

Exhibit 1
 

 
 

 
March 6, 2007
 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Atty. Pete M. Malabanan

Head – Disclosure Department 
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) and Section 17.3 of the Securities RegulationCode, we submit herewith a copy of SEC From 17-C with a press release attachedthereto regarding the 2006 audited financial statements of the Company.

 

            Thisshall also serve as the disclosure letter for the purpose of complying with PSERevised Disclosure Rules.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

Page 1 of 11

  Exhibit 1
 

 

 

 

 

March 6, 2007
 

 

Securities & ExchangeCommission

Money Market OperationsDepartment

SEC Building, EDSA

Mandaluyong City

 

Attention:  DirectorJustina F. Callangan
Corporations Finance Department
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) of Securities Regulation Code and SRC Rule17.1, we submit herewith five (5) copies of SEC Form 17-C with a press releaseattached thereto regarding the 2006 audited financial statements of theCompany.

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

Page 2 of 11

   Exhibit 1

 

COVER SHEET

 

 
P

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5

 
 

S.E.C. Registration No.

 

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(Company’s Full Name)

 

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(Business Address: No. Street City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact Person

 

Company Telephone Number

 

 
 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

 
Month

Day

FORM TYPE

Month

Day

Fiscal Year

 

Annual Meeting

 
 

 
C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

 
2,189,030

As of January 31, 2007

 

N/A

 

 

N/A

 
 
Total No. of Stockholders

 

Domestic

 

Foreign

------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

 

STAMPS
 

Remarks:Please use black ink for scanning purposes.

 

Page 3 of 11

  Exhibit 1

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 6 March 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)814-3664 

Issuer's telephone number, including area 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 4 of 11

  Exhibit 1

 

**Press release**

 

 

**2006 CONSOLIDATED NETINCOME REACHES  P35.1 BILLION**

**CORE NET INCOME OF P31.5BILLION UP 9% FROM PREVIOUS YEAR**

**FINAL DIVIDEND OF P50PER SHARE DECLARED**

**CELLULAR SUBSCRIBER BASEEXCEEDS 25 MILLION**

 

 

•        Consolidatednet income of P35.1 billion for the year 2006, 3% higher than P34.1billion net income in 2005 

•        Corenet income at P31.5 billion, an increase of 9% from the previous year’s P29.0 billion 

•        Consolidatedservice revenues up 3% to P125.1 billion; wireless service revenues increase 5% to P78.4 billion; ePLDTservice revenues rise 122% to P6.5 billion

•        ConsolidatedEBITDA reaches P79.6 billion; consolidated EBITDA margin stable at 64%of service revenues

•        Finaldividend of P50 per share declared; total dividend payout for 2006 increases toP100 per share representing 60% of core earnings per share

•        Cellularsubscriber base surpasses 25 million in February 2007 

•        Broadbandsubscribers for the Group more than double in 2006  to 265,000 as total revenuecontribution from broadband and internet services surge 49% to P5.2 billion

•        Consolidateddebt declines to US$1.76 billion; net debt down to US$1.2 billion; Piltelprepays all of its restructured debt making it debt free

 

*** ***

**MANILA, Philippines, 6thMarch2007**–– Philippine Long Distance Telephone Company (“PLDT”) (PSE: TEL) (NYSE: PHI)today announced consolidated net profit of P35.1 billion for the year2006, an increase of 3% from the P34.1 billion net profit reported lastyear. This year’s results benefited from the reversal of earlier provisionsmade in connection with an onerous contract relating to ACeS satellite, offsetby lower foreign exchange translation gains and lower benefit from therecognition of certain deferred tax assets, additional depreciation expense aswell as higher asset impairment charges.   Core net income, net of theseexceptional items, rose to P31.5 billion in 2006, 9% over the core netincome of P29.0 billion in 2005.  Consolidated service revenuesincreased by 3% to P125.1 billion, notwithstanding the 6.8% appreciationof the peso which negatively impacted 35% of the PLDT Group’s revenues that aredollar-linked. Consolidated EBITDA improved by 3% to P79.6 billion whileEBITDA margin remained stable.

 

Core earningsattributable to each common share reached P168 per share, an increase of  5%compared with P160per share last year.

 

The Group’s consolidatedbalance sheet continued to strengthen with consolidated debt balances down toUS$1.76 billion.  Net debt as at 31st December 2006 stood at US$ 1.2billion.  Net debt to EBITDA and net debt to free cash flow ratios improved to0.7 times and 1.6 times, respectively. 

 

Page 5 of 11

  Exhibit 1

 

Consolidated free cashflow remained strong at P33.7 billion in 2006 despite the increases incapital expenditures and working capital requirements. Consolidated capitalexpenditures increased to P21.1 billion, or 41% higher than 2005 levels, and wereprimarily utilized on the rollout of our 3G network and 150,000 Next GenerationNetwork (“NGN”) lines, the build-out of 2,300 wireless broadband-capable basestations and the expansion of the Company’s nationwide Digital Fiber Optic Network.Total capital expenditures for 2006 remained below annual depreciation costsand represented 17% of service revenues. For 2007, capital expenditures for theGroup are expected to range between P20-22 billion.

 

Approximately P20 billion of our cash were utilized to pay down debt,with another P18.8 billion applied to pay out cashdividends, and the balance of P11.2 billion used for investments in newbusinesses. On 4thDecember 2006, Pilipino Telephone Corporation (“Piltel”) made a finalprepayment of US$232.6 million, representing the balance of Piltel’s totaloutstanding restructured debt after the initial amount of US$176 million wasprepaid on 5th June 2006.  Of the total prepayments, US$127 million werepaid to third party creditors with the balance being paid to parent company,Smart Communications, Inc (“Smart”).  This has left Piltel practically debtfree.

 

Earlier today, theCompany’s Board of Directors declared a final dividend of P50 per share.  Added tothe previously paid interim dividend of P50 per share, total dividendsfor the year will amount to P100 per share, representing a payout of60% of 2006 core earnings.  Total dividend payments for 2006 increased by53% to P18.8 billion, from P12.3 billion paid in2005.

 

“We are extremely pleasedto announce the declaration of a final dividend for 2006 of P50 pershare, bringing total dividends to P100 per share for the year. Ourstrengthening financial position, anchored on another record profit level,allows us to take advantage of new growth opportunities while, at the sametime, increasing returns to our shareholders”, stated **Manuel V. Pangilinan**,**PLDT Chairman**.

* *
* *
**Wireless:   Pursuing Change**
 

Consolidated wirelessservice revenues rose to P78.4 billion for the full year 2006, 5% higherthan the P74.7 billion realized last year, with cellular subsidiaries,Smart and Piltel continuing their solid performance. Service revenues of P20.4billion in the fourth quarter were 5% higher than the third quarter revenuesdue to the increased usage normally associated with the holiday season anddespite the negative impact of natural calamities such as several typhoonswhich interrupted service in certain local areas intermittently.

 

Consolidated wirelessEBITDA improved by 5% to P50.3 billion in 2006 from P48.0 billionin 2005 while EBITDA margins stayed at 64%.  

 

Page 6 of 11

  The PLDTGroup’s total cellular subscriber base for the year grew by 3.8 million to 24.2million.  For the year, Smart recorded net additions of approximately 1.78subscribers while *Talk ‘N Text* added about 2.0 million subscribers toend 2006 with 17.2 million and 7.0 million subscribers, respectively.   InFebruary 2007, the PLDT Group’s cellular subscriber base surpassed the 25million mark as Smart and Piltel added 900,000 new net subscribers in the firsttwo months of the year. 

Exhibit 1

 

For 2006, Smart focusedon segmenting its market by offering sector-specific, value-driven packagessuch as *All Text* – a new variety of top-up providing a fixed number ofmessages or minutes with prescribed validity periods. Voice offerings included *TipidTalk* and *All Talk 20*.  In January 2007, Smart expanded on the *AllText* concept and introduced *LAHATxt*, a top-up which offers a bundleof text messages applicable to all networks, with *LAHATxt 35* availableto all Smart prepaid subscribers and *LAHATxt 20* for *Talk ‘N Text*subscribers. These innovative packages provide better network efficiency whileincreasing yield per SMS. 

 

The second half of 2006also saw a series of marketing initiatives designed to enhance both consumerproduct benefits as well as brand equities. Smart  launched the *“Ang Saya”*thematic campaign, positioning Smart Buddy as an innovative lifestyle brandwhich adds excitement, fun and helps you get more “life out of life”, while *Talk‘N Text*, on the other hand, had its “Gumagaan ang Life” thematic campaignaffirming *Talk ‘N Text*’s superior value proposition aimed atlower-income segments of the market.  

 

LastFebruary 12, 2007, at the 3GSM Congress in Barcelona, Smart announced that itwould soon launch pilot projects in the Middle East and Europe offeringlow-cost remittance services using its mobile phone-based financial servicesplatform.  Called the *Smart Services Hub*, the platform will enable mobileoperators and banks to serve the remittance needs of migrant populations intheir respective countries. Through the platform, migrant workers will be ableto send remittances to their countries via SIM-based services anytime, anywhere-- all at the speed of a text message. Smart’s initiatives are part of theglobal mobile money transfer program of the GSM Association, the global trade associationof GSM operators.  Supported by 19 of the world’s leading mobile operators,this program aims to create a money transfer solution that will take advantageof the pervasiveness of mobile phone networks worldwide while, at the sametime, offering lower cost and faster remittances. 

 

Smartwill launch its cellular-based money transfer pilot in the Gulf state of Bahrain, under the brand name *Smart Remit*, in tandem with MTC Vodafone Bahrain of the MTC Group, one of the leading mobile phone groups in the region. Smart is alsofirming up a partnership with a leading regional bank based in Bahrain. In Europe, Smart is pursuing a similar arrangement with a mobile operator and abank operating in Italy. 

 

“This innovative service will giveoverseas workers in general, and Filipinos in particular, the power of choice.Using their mobile phones, they can send home money in the amounts they wishwhenever they want and wherever they may be at a more affordable cost,” said **Napoleon L.****Nazareno, President and CEO of PLDT and Smart**. 

 

Consistent with itsintent to develop new businesses beyond cellular, Smart has grown its wirelessbroadband subscriber base to about 122,000 by the end of 2006 under its *SmartBro* wireless broadband service. *Smart Bro* added 29,000 newsubscribers in the fourth quarter alone. Smart now has close to 2,500 wirelessbroadband-enabled base stations providing high-speed internet access to about 500cities and municipalities all over the Philippines The increasing networkcoverage of *Smart Bro* continues to provide the PLDT Group with acomplementary service in areas that are currently not covered by PLDT’s FixedLine DSL service.

Page 7 of 11

   

Exhibit 1

 

“The strong performanceof Smart is underpinned by its commitment to push back barriers to drive bothsubscriber activations and usage.  We are not content to uphold merely ourleadership position in the industry.  We continue to pursue innovation and tobuild new businesses around our mainstream voice and text services with theobjective of bringing positive and practical changes to people’s lives. Thesepast few weeks alone have seen us forging partnerships that will bring aboutgroundbreaking services and applications," added **Nazareno**.****

 

 

PLDTFixed Line:  Managing Change

 

Fixed Line servicerevenues decreased 1% to P49.1 billion in 2006 from P49.7 billionin 2005 as improvements in data revenues, both from corporate data andresidential DSL services, were offset by the continued decline in revenues fromthe local exchange and ILD services.  Our dollar-linked revenues arising fromthe local exchange and ILD businesses were adversely impacted by the 6.8%appreciation of the average US dollar/peso exchange rate in 2006.  Fixed Linerevenues would have improved 2% year-on-year if foreign exchange rates hadremained stable. 

 

Retail DSL continued togrow as broadband subscribers exceeded 133,000 at the end of 2006 with another300,000 subscribers using our Vibe dial-up Internet service.  PLDT DSL and Vibecontributed P3.5billion in revenues for 2006, up 32% from P2.7 billion in 2005. PLDT DSL andVibe made up 69% of the PLDT Group’s broadband and internet revenues for theyear.  

Fixed Line EBITDA in 2006declined slightly to P28.4 billion in line with the decrease in revenues;EBITDA margin remained stable at 58%. 

"We mustremember that the move to NGN is not the goal in itself but rather a keyenabler for the Group’s transformation.  This change is starting to showresults with the Group’s broadband and internet revenues growing by 49% in 2006to P5.2 billion as PLDT DSL and *SmartBro* subscribers morethan doubled to 265,000.  Our ability to stay ahead in the broadband revolutionis particularly important for the Fixed Line business as it enables us tomanage the transition from traditional voice services to other revenue streamsthat can deliver growth for the future," declared **Nazareno**.****

 

ePLDT:Redefining its Focus

 

ePLDT, the Group’sinformation and communications technology arm, reported service revenues of P6.5billion for 2006, a 122% increase from P3.0 billion last year, driven bythe continued growth in the call center business (ePLDT Ventus) and theconsolidation of SPi Technologies (SPi), after its acquisition in July 2006. 

 

Consolidated call centerrevenues continued to make significant gains, growing 35% to P2.6billion as a result of increased capacity utilization and billable hours fornew and existing clients, and despite the appreciation of the peso. ePLDTVentus now operates eight facilities with combined seats of 5,600 and anemployee base of  6,400. 

Page 8 of 11

  Exhibit 1

 

SPi, on the other hand,generated revenues of P4.8 billion in 2006, of which P2.6 billionwere consolidated into ePLDT from July 2006 onwards, after ePLDT completed itsacquisition that month.  In addition to the Philippines and the USA, SPi has operations in India and Vietnam.  Consolidated seats total 3,700 of which 80% arelocated in the Philippines. SPi was ranked fourth globally among the “Top BestBPO Providers” and fifth among “Top Leaders in Human Capital Development” byCMP/Cybermedia.  SPi has also been included in the “Leaders Category” for The2007 Global Outsourcing 100 by the International Association of OutsourcingProfessionals.

 

“ePLDT will be focused onits two key fronts – the call center business where we continue to gain groundand the BPO business where we aim to expand both through organic growth andselective acquisitions. Together, our contact center business – voice and data– had approximately 9,300 seats and a manpower complement of close to 12,000.ePLDT’s participation in these key growth sectors allows the PLDT Group todiversify its revenue base and tap into markets outside the domestic economy.”,said **Ray C. Espinosa, ePLDT President and CEO**.

 

Outlookfor 2007 – Transformation Underway

 

“The PLDT Group is at astage where it needs to strike a delicate balance as it transitions from itsexisting businesses to what we call Next Generation Communications.  Thistransformation goes beyond upgrading our network to an all-IP Next GenerationNetwork - we will need to re-engineer our processes, integrate our platforms,transform our products and re-orient our people.  In so doing, we will enablethe PLDT Group not only to cope with change but to benefit from it as well.2006 saw the beginnings of this transformation as we rolled out NGN, 3G andwireless broadband. In 2007, we will work on the integration of our informationtechnology and other convergent platforms. We will maximize the opportunitiesprovided by our large subscriber base and our extensive infrastructure,especially in the rapidly expanding broadband space where we can harness ourfixed and wireless capabilities to capitalize on its huge potential. We willcontinue to drive innovation as exemplified by our recent initiatives on them-commerce and remittance fronts”, stated **Nazareno**.

 

**Pangilinan** concluded by saying that”We expected 2006 to be a challenging year for us as indeed it was – both theoperating and competitive environments proved to be demanding. Our performancein 2007 will be impacted by a number of factors, including the sourcing of newareas of growth for the PLDT Group, continuing implementation of cost controls,volatility in the US dollar/peso exchange rates which affect our dollar-linkedrevenues, and an increase in depreciation and income tax provisions.  For 2007,we estimate our core net income to rise in the range of P32-33 billion. 

 

Considering, however,that our net foreign exchange liabilities have been considerably reduced owingto the significant reduction in debt we have achieved over the past few years,the effect of foreign exchange movements on our reported profit has beensignificantly mitigated – whether positively or negatively.  In the absence ofexceptional gains unrelated to foreign exchange which may arise in the courseof 2007, we will see the Group’s core and reported net incomes beginning toconverge starting this year.

Page 9 of 11

   

Exhibit 1

 

Beyond protecting ourbase businesses and developing new revenue streams, however, we are cognizantof the pivotal role we play in nation building. Our investments will equip ourcountry with the requisite infrastructure to continue its economic progress and,at the same time, provide Filipinos everywhere with relevant, high-value andaffordable services.”

 

###

 

 

 

 

*(a)     **As restated*

*(b)     **EPS based onreported net income*

*(c)      **Net incomeexcluding the net impact of gains/losses on FX and derivative transactions andcertain adjusting items*

*(d)     **EPS based onnet income excluding the net impact of gains/losses on FX and derivativetransactions and certain adjusting items*

 

*This press release maycontain some statements which constitute “forward-looking statements” that aresubject to a number of risks and uncertainties that could affect PLDT’sbusiness and results of operations.  Although PLDT believes that expectationsreflected in any forward-looking statements are reasonable, it can give noguarantee of future performance, action or events.*

** **

**For further information,please contact:**

 

Anabelle L.Chua                     Anna V. Bengzon                    Ramon R. Isberto
Tel No: 816-8213                    TelNo: 816-8024                    Tel No: 511-3101

Fax No: 844-9099                   FaxNo: 810-7138                   Fax No: 893-5174

 

 

Page 10 of 11

  ****Exhibit 1

** **

**AboutPLDT**

PLDT isthe leading telecommunications provider in the Philippines. Through its threeprincipal business groups – fixed line, wireless and information communicationstechnology – PLDT offers a wide range of telecommunications services across the Philippines’ most extensive fiber optic backbone and fixed line, cellular andsatellite network.

PLDT islisted on the Philippine Stock Exchange (PSE:TEL) and its American depositary sharesare listed on the New York Stock Exchange (NYSE:PHI).  PLDT has one of thelargest market capitalizations among Philippine listed companies.

Furtherinformation can be obtained by visiting the web at www.pldt.com.ph.

 

 

Page 11 of 11

  Exhibit 2

 

 
 
      March 6, 2007
 

 

Philippine Stock Exchange

Disclosure Department

4/F PSE Center

Exchange Road, Ortigas Center
Pasig City

 

Attention:  Atty. Pete M. Malabanan
Head – Disclosure Department
 

Gentlemen:

 

Incompliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith a copy of SEC Form 17-C regarding the election of Ms.Ma. Lourdes C. Rausa-Chan as director of Philippine Long Distance TelephoneCompany to serve as such effective immediately and for the unexpired term ofhis predecessor in office, Mr. Antonio O. Cojuangco.

 

Ms. Ma.Lourdes C. Rausa-Chan is the Company’s General Counsel, Corporate Secretary andSenior Vice President for Corporate Affairs and Legal Services.

This shall serve as ourdisclosure in compliance with the PSE Disclosure Rules.

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 
 
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

 

 

Page 1 of 5

  

Exhibit 2

 

 

 

      March 6, 2007
 

 

Securities & ExchangeCommission

SEC Building, EDSA

Mandaluyong City

 

Attention:  DirectorJustina F. Callangan
Corporations Finance Department
 

Gentlemen:

 

Inaccordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith five (5) copies of SEC Form 17-C regarding theelection of Ms. Ma. Lourdes C. Rausa-Chan as director of Philippine LongDistance Telephone Company to serve as such effective immediately and for theunexpired term of his predecessor in office, Mr. Antonio O. Cojuangco.

 

Ms. Ma.Lourdes C. Rausa-Chan is the Company’s General Counsel, Corporate Secretary andSenior Vice President for Corporate Affairs and Legal Services.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 
 
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

 

 

 

Page 2 of 5

  Exhibit 2

 

COVERSHEET

 

 
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S.E.C. Registration No.

 

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(Company’s Full Name)

 

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(Business Address: No. Street City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact Person

 

Company Telephone Number

 

 
 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

 
Month

Day

FORM TYPE

Month

Day

Fiscal Year

 

Annual Meeting

 
 

 
C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

 
2,189,030

As of January 31, 2007

 

N/A

 

 

N/A

 
 
     Total No. of Stockholders

 

Domestic

 

Foreign

-----------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

 

STAMPS
 

Remarks:Please use black ink for scanning purposes.

Page 3 of 5

  Exhibit 2

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.         6March 2007

Date of Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIRTax Identification No. 000-488-793

 

4.         PHILIPPINELONG DISTANCE 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)814-3664 

Issuer's telephone number, including area code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.       Securities registeredpursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4and 8 of the Revised Securities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

_______________________________________________________

_______________________________________________________

_______________________________________________________

 

Page 4 of 5

  Exhibit 2

 

11.       Item 4(Election of Director) 

 

 

Incompliance with the disclosure requirements of the Securities and ExchangeCommission, we advise that at the meeting of the Board of Directors ofPhilippine Long Distance Telephone Company (the “Company”) held on March 6,2007, the Board elected Ms. Ma. Lourdes C. Rausa-Chan as director to serve assuch effective immediately and for the unexpired term of his predecessor inoffice, Mr. Antonio O. Cojuangco.

 

Ms. Ma.Lourdes C. Rausa-Chan is the Company’s General Counsel, Corporate Secretary andSenior Vice President for Corporate Affairs and Legal Services.

 

            Pursuant tothe requirements of the Securities Regulation Code, the Company has duly causedthis Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

By:

/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary

 

 

 

March 6, 2007

 

 

 

Page 5 of 5

   Exhibit 3

 

 

March 6, 2007

 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Atty. Pete M. Malabanan

Head– Disclosure Department

 

Gentlemen:

 

            In compliancewith the disclosure requirements of the Philippine Stock Exchange, we advisethat the Annual Meeting of Stockholders of the Company will be held on June 12,2007 (the second Tuesday of June as provided in the Company’s By-laws) at 4:00o’clock P.M. in Makati City, Philippines.

 

            We enclose acopy of the resolution fixing April 12, 2007 as the record date for thedetermination of stockholders entitled to notice of and to vote at said AnnualMeeting.

 

            We alsoadvise that per our Company’s By-Laws the nominations for election of directorsat the Annual Meeting of Stockholders shall be submitted to the Board ofDirectors through the President or Corporate Secretary at the Company’sprincipal place of business at least sixty (60) working days before the meetingor by March 9, 2007.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

Page 1 of 6

  Exhibit 3
 

 
 

 
 
March 6, 2007
 

 

Securities & ExchangeCommission

Money Market OperationsDepartment

SEC Building, EDSA

Mandaluyong City

 
Attention:   Director Justina F.Callangan
Corporations Finance Department
 

Gentlemen:

 

            Inaccordance with Section 17 of Securities Regulation Code (“SRC”), we aresubmitting herewith five (5) copies of SEC Form 17-C in connection with theAnnual Meeting of Stockholders of the Company.

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
 

 

Page 2 of 6

  Exhibit 3

 

COVER SHEET

 

 

P

W

-

5

5

 

SEC Registration No.

 

P

H

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P

I

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L

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D

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T

E

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P

H

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C

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P

A

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Y

 

 

 

 

(Company’s Full Name)

 

R

A

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M

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C

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T

Y

 

 

(Business Address: No.Street/City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month

 

Day

 

FORM TYPE

 

Month

Day

 

 
Fiscal Year

 

Annual Meeting

 
 

C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

2,189,030

As of January 31, 2007

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

----------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnelconcerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

 

STAMPS

   

 

 

 

Remarks: Please use blackink for scanning purposes

Page 3 of 6

  Exhibit 3

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.         6March 2007

Date of Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIRTax Identification No. 000-488-793

 

4.         PHILIPPINELONG DISTANCE 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)816-8405

Issuer's telephone number, including area code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.       Securities registeredpursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4and 8 of the Revised Securities Act

 

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________________________________________________________________________________________________________________________

Page 4 of 6

  Exhibit 3

 

Incompliance with the disclosure requirements of the Securities and ExchangeCommission, we advise that the Annual Meeting of Stockholders of the Companywill be held on June 12, 2007 (the second Tuesday of June as provided in theCompany’s By-laws) at 4:00 o’clock P.M. in Makati City, Philippines.

 

TheBoard of Directors of the Company has fixed April 12, 2007 as the record datefor the determination of stockholders entitled to notice of and to vote at saidAnnual Meeting.  The transfer books of the Company will not be closed.

 

Wealso advise that per our Company’s By-Laws the nominations for election ofdirectors at the Annual Meeting of Stockholders shall be submitted to the Boardof Directors through the President or Corporate Secretary at the Company’sprincipal place of business at least sixty (60) working days before the meetingor by March 9, 2007.

 

Pursuantto the requirements of the Securities Regulation Code, the Company has dulycaused this Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

         By:

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

March 6, 2007

 

Page 5 of 6

  Exhibit 3

 

 

SECRETARY’S CERTIFICATE
 

 

            I,MA. LOURDES C. RAUSA-CHAN, Corporate Secretary of Philippine Long DistanceTelephone Company (the “Company”) hereby certify that:

 

            1.     Ata meeting of the Board of Directors of the Company held on March 6, 2007, thefollowing resolution was passed and adopted:

 

“RESOLVED, that April 12, 2007 be,and said date is hereby, fixed as the record date for the determination ofstockholders entitled to notice of and to vote at the Annual Meeting ofStockholders of the Company which will be held in accordance with the Company’sBy-laws in Makati City, on Tuesday, June 12, 2007 at 4:00 o’clock P.M.”

 

2.        The aforequotedresolution is still in full force and effect.

 

 

INWITNESS WHEREOF, I have set my hand and affixed the seal of the Company this 6thday of March, 2007 at Makati City, Philippines.

 

 

 

/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

SUBSCRIBEDAND SWORN to before me this 6th day of March, 2007 at Makati City, affiantexhibited to me her Philippine Passport No. KK627621 issued in Manila by the Department of Foreign Affairs on December 10, 2002 and valid until December10, 2007.

 

 

(original signed)

Nicanor G. Nuevas

Notary Public for the City of Makati

Until December 31, 2008

Notarial Appointment No. M 121

Roll of Attorneys No. 26082

IBP Lifetime Roll No. 02376 – 05/11/01

PTR No. 0267519 – 01/02/2007

9/F MGO Bldg., Dela Rosa St.

Legaspi Village, Makati City, Metro Manila

 

Doc. No.  352

Page No. 72

Book No. VIII

Series of 2007.

 

Page 6 of 6

  
Page 6 of 6

  Exhibit 4

 

 

March 6, 2007
 

 

Philippine Stock Exchange

Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Atty. Pete M. Malabanan
Head – Disclosure Department
 

Gentlemen:

 

Incompliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith a copy of SEC Form 17-C regarding promotion to orwithin officer ranks of certain employees of Philippine Long Distance TelephoneCompany.

 

This shall also serve asthe disclosure letter for the purpose of complying with the PSE RevisedDisclosure Rules.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 1 of 5

  Exhibit 4
 

 

 

 

March 6, 2007
 

 

Securities and ExchangeCommission

SEC Building

EDSA, Mandaluyong City

 

Attention:  Atty. Justina F.Callangan
Director,Corporation Finance Department

 

Gentlemen:

 

Inaccordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule17.1, we submit herewith five (5) copies of SEC Form 17-C regarding promotionto or within officer ranks of certain employees of Philippine Long DistanceTelephone Company.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 2 of 5

  Exhibit 4

 

COVER SHEET

 

P

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5

5

S.E.C. Registration No.

 

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(Company’s Full Name)

 

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 C

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M

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Y

(Business Address: No. Street City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact Person                                                                 CompanyTelephone Number

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month    Day                                    FORMTYPE                                        Month    Day

  Fiscal Year                                                                                                AnnualMeeting

 

C

F

D

 

N/A

Dept. Requiring this Doc                                                                                      AmendedArticles 

                                                                                                                                 Number/Section

 Total Amount of Borrowings

2,189,030

As of January 31, 2007

 

N/A

 

 

N/A

Total No. of Stockholders                                         Domestic                                  Foreign

---------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

File Number                                                       __________________________

LCU

 

 

 

 

 

 

 

 

 

 

Document  I.D.                                                     __________________________

Cashier

 

 

STAMPS
 

Remarks: Please use blackink for scanning purposes.

Page 3 of 5

  Exhibit 4

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

SEC FORM 17-C UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

1.         6March 2007

Date of Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIRTax Identification No. 000-488-793

 

4.         PHILIPPINELONG DISTANCE 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)816-8405 

Issuer's telephone number, including area code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.       Securities registeredpursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4and 8 of the Revised Securities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________

________________________________________________________

________________________________________________________

Page 4 of 5

  Exhibit 4

 

11.       Item 9 (Other Events)

 

At themeeting of the Board of Directors of the Company held on March 6, 2007, theBoard approved the promotion of the following persons to the positionsindicated opposite their respective names effective March 6, 2007:

 

NamePosition

 

 

1.  Leo I. Posadas

 

From Vice President, Treasury to First Vice President, Treasury

 

2.   Oliver Carlos G. Odulio

 

From Assistant Vice President, Supply Chain to Vice President, Supply Chain

 

3.   Ana Maria A. Sotto

 

From Assistant Vice President, Corporate Service Delivery Management to Vice President, Corporate Service Delivery Management

 

4.  Julieta S. Tañeca

 

From Assistant Vice President, Retail Service Delivery to Vice President, Retail Service Delivery

 

5.  Melissa V. Vergel de

     Dios

 

From Assistant Vice President, Property and Facilities Management to Vice President, Property and Facilities Management

 

 

Pursuantto the requirements of the Securities Regulation Code, the Company has dulycaused this Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY
 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

March 6, 2007

 

Page 5 of 5

   
****
Exhibit5

 

 

 

March 6, 2007

 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Atty. Pete M.Malabanan

Head– Disclosure Department

 

Gentlemen:

 

            In compliancewith the disclosure requirements of the Philippine Stock Exchange, we advisethat during the meeting of the Board of Directors of our Company on March 6,2007, the following cash dividends were declared out of the unrestrictedretained earnings of the Company as of December 31, 2005:

 

1.        P50.00per outstanding share of the Company’s Common Capital Stock, payable on April20, 2007 to the holders of record on March 20, 2007.

 

2.        P4.675per outstanding share of the Company’s Series V Convertible Preferred Stock,for the quarter ending April 15, 2007, payable on April 15, 2007 to the holdersof record on March 20, 2007.

3.        US$.09925per outstanding share of the Company’s Series VI Convertible Preferred Stock,for the quarter ending April 15, 2007, payable on April 15, 2007 to the holdersof record on March 20, 2007.

 

            Thankyou.

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 1 of 4

  Exhibit 5

 

COVERSHEET

 

 

P

W

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5

5

 

SEC Registration No.

 

P

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T

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C

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P

A

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(Company’s Full Name)

 

R

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C

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A

N

G

C

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B

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M

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M

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C

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Y

 

 

(Business Address: No.Street/City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month

 

Day

 

FORM TYPE

 

Month

Day

 

 
Fiscal Year

 

Annual Meeting

 
 

C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

2,189,030

As of January 31, 2007

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

--------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnelconcerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

 

STAMPS

   

 

 

 

Remarks: Please use blackink for scanning purposes

 

Page 2 of 4

  Exhibit 5

 

SECURITIES AND EXCHANGECOMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.         6March 2007

Date of Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIRTax Identification No. 000-488-793

 

4.         PHILIPPINE LONG DISTANCE 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)816-8405 

Issuer's telephone number, including area code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.       Securities registeredpursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4and 8 of the Revised Securities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

_______________________________________________________

_______________________________________________________

_______________________________________________________

 

Page 3 of 4

  Exhibit 5

 

Item9 (Other Events)

 

 

Wedisclose that the Board of Directors of Philippine Long Distance TelephoneCompany (the “Company”), at its meeting held on March 6, 2007 declared, out ofthe unrestricted retained earnings of the Company as of December 31, 2005, thefollowing cash dividends:

 

1.     P50.00 per outstanding share of the Company’s CommonCapital Stock, payable on April 20, 2007 to the holders of record on March 20,2007.

 

2.     P4.675 per outstanding share of the Company’s SeriesV Convertible Preferred Stock, for the quarter ending April 15, 2007, payableon April 15, 2007 to the holders of record on March 20, 2007.

 

3.     US$.09925 per outstanding share of the Company’sSeries VI Convertible Preferred Stock, for the quarter ending April 15, 2007,payable on April 15, 2007 to the holders of record on March 20, 2007.

 

 

Pursuant to the requirements of the Securities RegulationCode, the Company has duly caused this Report to be signed on its behalf by theundersigned hereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
 

By:

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

March6, 2007

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:March 6, 2007