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

 

 

 

A copy of the revised disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding cash dividend declaration on the Company’s Common Capital Stock, Series V and VI Convertible Preferred Stock.

 

 

 

4

 

 

 

 

 

Exhibit 1

 

 

March 28, 2007 

 
 

 

The Philippine Stock Exchange
Disclosure Department

4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:         Atty.Pete M. Malabanan

Head– Disclosure Department 

 

Ladiesand Gentlemen:

 

We refer to our disclosure letter dated March 6, 2007which we submitted on the same date to your good office via OdiSy (ReferenceNo. WLIST_2007000003723).

 

Pleasebe advised that there was a typographical error on the fourth line of the firstparagraph of our disclosure letter.  The date “December 31, 2005” should havebeen written as “December 31, 2006”.  Thus, our disclosure should read asfollows:

 

“In compliance with thedisclosure requirements of the Philippine Stock Exchange, we advise that duringthe meeting of the Board of Directors of our Company on March 6, 2007, thefollowing cash dividends were declared out of the unrestricted retainedearnings of the Company as of December 31, 2006:

 

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.”

 

Enclosed is a revised SEC Form 17-C.

 

 

Respectfully yours,

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

Page 1 of 4

   

 
Exhibit 1
 
 

 

 

March 28, 2007
 

 

 

SECURITIES &EXCHANGE COMMISSION

CorporationFinance Department 

SEC Building, EDSA

Mandaluyong City

 

Attention:         DirectorJustina F. Callangan

                        CorporationFinance Department

 

Gentlemen:

 

In accordance with Section 17.1(b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith a revised SEC Form17-C regarding cash dividend declaration on the Company’s Common Capital Stock, Series V and VICumulative Convertible Preferred Stock.

 

 

Respectfully yours,

 

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

Page 2 of 4

    

Exhibit 1

 

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

CURRENT REPORTUNDER SECTION 17

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

1.                 28 March 2007

(Date of earliest event reported)

 

2.                 SEC Identification Number  PW-55

 

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

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY                                        

            Exactname of issuer as specified in its charter

 

5.         PHILIPPINES    6. _____________ (SEC Use Only)  

            Province, country or otherjurisdiction                Industry Classification Code

of Incorporation

 

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

     Address of principal office                                                              PostalCode

 

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

Issuer's telephone number, includingarea code
 

9.         NotApplicable                                                               

            Formername or former address, if changed since last report

 

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

 

 

Title of EachClass                   Number of Shares of Common Stock

Licensed and Amount of Debt Outstanding

 

Page 3 of 4

    

Exhibit1

 

11.             Item 9 – Other Events

 

We refer to our disclosure letter dated March 6, 2007which we submitted on the same date to your good office.

 

Pleasebe advised that there was a typographical error on the fourth line of the firstparagraph of our disclosure letter.  The date “December 31, 2005” should havebeen written as “December 31, 2006”.  Thus, our disclosure should read asfollows:

 

“In compliance with thedisclosure requirements of the Philippine Stock Exchange, we advise that duringthe meeting of the Board of Directors of our Company on March 6, 2007, thefollowing cash dividends were declared out of the unrestricted retainedearnings of the Company as of December 31, 2006:

 

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.”

 

 

 

SIGNATURE

 

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

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

Date: March 28, 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 28, 2007