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 June 2008**
 

 

**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, 2007.  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 a press release entitled “Mandatory Conversion of Series V and VI Preferred Stock”.

 

6

 

 

 

Exhibit 1

 

 

June 5, 2008 

 
 

 

The Philippine Stock Exchange
4th Floor PSECentre

Exchange Road, Ortigas Center

Pasig City

 

Attention:        Atty.Pete M. Malabanan 

Head,Disclosure Department

 

Ladies and Gentlemen:

 

In compliance withSection 17.1(b) and Section 17.3 of the Securities Regulation Code, we submitherewith a copy of SEC Form 17-C with a copy of a press release attachedthereto entitled “Mandatory Conversion of Series V and VI Preferred Stock”. 

 

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

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C.Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary 

 

 

Page 1 of 6

    

Exhibit 1

 

 

 

June 5, 2008

 

 

SECURITIES &EXCHANGE COMMISSION

SEC Building, EDSA

Mandaluyong City

 

Attention         :           DirectorJustina F. Callangan

CorporationsFinance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordance withSection 17.1 (b) of the Securities Regulation Code, we submit herewith five (5)copies of SEC Form 17-C with a copy of a press release attached thereto entitled“Mandatory Conversion of Series V and VI Preferred Stock”.

 

 

Very trulyyours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary 

 

Page 2 of 6

   

Exhibit1

 

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

CURRENT REPORTUNDER SECTION 17

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

 

 

1.                 June 5, 2008 

(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 registrant as specified in its charter

 

5.         PHILIPPINES6. _____________ (SEC Use Only)  

           Province, country or otherjurisdiction             Industry Classification Code

of Incorporation

 

7.         9th Floor MGO Building

            Legaspicorner dela Rosa Streets, Makati City                                  1200 

     Address of principal office                                                                  PostalCode

 

8.         (632)816-8553                                           

           Registrant's telephone 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 SRC

 

            Titleof Each Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

 

 

Page 3 of 6

   

 

Exhibit 1

 

 

11.       Item9 – Other Events

 

Attached hereto is a copyof a press release entitled “Mandatory Conversion of Series V and VI PreferredStock”.

 

 

 

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

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

June 5, 2008

 

Page 4 of 6

   

Exhibit 1

 

**PRESS RELEASE**

 

**Mandatory Conversion of Series V and VIPreferred Stock**

 

MANILA, Philippines, June5, 2008 – OnJune 5, 2008 (the “Mandatory Conversion Date”), PLDT’s outstanding shares ofSeries V and Series VI Convertible Preferred Stock  issued on June 4, 2001 (the “June 4, 2001 CPS V” and June 4, 2001 CPS VI”,respectively) will be mandatorily converted into shares of Common Stockof PLDT at a ratio of 1:1.

 

At the close of businesson June 4, 2008,  only 10,135  shares of  June 4,2001 CPS V and 336,779 shares of June 4, 2001CPS VI  remain outstanding and subject to the mandatory conversion.Said outstanding shares of June 4, 2001 CPS V and CPSVI will be mandatorily converted into 10,135 PLDT common shares and336,779 PLDT common shares, respectively (the “Converted Common Shares”).

 

Holders of the Converted Common Shares have the rightto require PLDT to repurchase such shares within thirty (30) calendar dayscommencing on the Mandatory Conversion Date or until July 4, 2008, at the priceof P1,700 per share to be paid in Philippine Pesos with respect to  theConverted Common Shares pertaining to the June 4, 2001 CPS V, or the equivalentamount in US Dollars at an exchange rate of Philippine Peso 47.05 to U.S.Dollar 1.00  with respect to the Converted Common Shares pertaining to the June4, 2001  CPS VI (the “Put Option”), subject to submission of the appropriatedocumentary requirements to PLDT.

 

As of June 5, 2005, 6,505shares of Series V CPS and 3,891 shares of Series VI CPS issued on August 22,2002 and November 8, 2002, respectively, remain outstanding. Holders thereofmay voluntarily convert such shares into PLDT common shares at any time.  Anysuch shares which remain outstanding on the seventh anniversary of the issuedate thereof will be mandatorily converted into PLDT common shares on theimmediately following date.

 

Asof June 4, 2008, PLDT’s share price closed at P2,560.

 

**Background**

 

On June 4, 2001, PLDTissued 2,691,340 Series V, 5,084,029 Series VI, and 3,842,000 Series VIIConvertible Preferred Stock (“CPS”) in exchange for a total of  58,086,845  Series K,  Class  I  Convertible  Preferred  Stock  of  the  Pilipino 

 

Page 5 of 6

   

 

Exhibit 1

 

Telephone Corporation(“Piltel”), pursuant to Piltel’s debt restructuring plan.  Series V, VI, andVII CPS are entitled to receive an annualdividend of P 18.70 per share, US$ 0.397 per share, and JPY 40.7189 per share,respectively.

 

Each share of CPS is  convertible any time at the option of theholder into one share of PLDT common stock.  On the date immediately following theseventh anniversary of the issue date of Series V and Series VI CPS and theeight anniversary of the issue date of the Series VII CPS, the remainingoutstanding shares under these series will be mandatorily converted to PLDTcommon shares which will benefit from a put option exercisable for thirty daysto sell such PLDT common shares to PLDT for P 1,700 or US$ 36.132 or JPY4,071.89 per share depending on the series.   

 

 

XXX

**About PLDT**

PLDT is the leading telecommunications serviceprovider in the Philippines. Through its three principal business groups —wireless, fixed line, and information and communications technology — PLDToffers the largest and most diversified range of telecommunications servicesacross the Philippines’ most extensive fiber optic backbone and wireless, fixedline and satellite networks.

PLDT is listed on the Philippine Stock Exchange(PSE:TEL) and its American Depositary Shares are listed on the New York StockExchange (NYSE:PHI).  PLDT has one of the best largest market capitalizationsamong Philippine-listed companies.

Further information can be obtained by visiting theweb at www.pldt.com.ph.

**Contact persons**:

**Ms. Melissa Vergel deDios                                  Mr. Leo O. Posadas**

Head-Investor Relations Center                              Head-Treasury Center

Tel. No. +63 2 816-8024                                          Tel.No. +63 2 816-8334

 

 

 

Page 6 of 6

 

   

 

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:June 5, 2008