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 disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the press release issued by First Pacific Company Limited entitled “First Pacific Completed the Acquisition of Additional 6.4% Interest in PLDT after Receiving Shareholders Approval”.

 

5

 

** **

   

 

Exhibit 1

 

 

** **

   

 

 

March 1, 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 compliancewith Section 17.1(b) and Section 17.3 of the Securities Regulation Code, wesubmit herewith a copy of SEC Form 17-C with a press release issued by FirstPacific Company Limited attached thereto entitled “First Pacific Completed theAcquisition of Additional 6.4% Interest in PLDT after Receiving ShareholdersApproval”.

 

This shall also serve asthe disclosure letter for the purpose of complying with PSE Revised DisclosureRules.

 

Respectfully yours,

 

 

/s/ Florentino D. Mabasa, Jr.

FLORENTINO D. MABASA, JR.

Assistant Corporate Secretary

 

FDM:amq

Encs.

 

 

Page 1 of 5

   

 
Exhibit 1
 
 

 
March 1, 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 compliancewith Section 17.1(b) and Section 17.3 of the Securities Regulation Code, wesubmit herewith a copy of SEC Form 17-C with a press release issued by FirstPacific Company Limited attached thereto entitled “First Pacific Completed theAcquisition of Additional 6.4% Interest in PLDT after Receiving ShareholdersApproval”.

 

Respectfully yours,

 

 

/s/ Florentino D. Mabasa,Jr.

FLORENTINO D. MABASA, JR.

Assistant CorporateSecretary

 

FDM:amq

Encs.

Page 2 of 5

   

Exhibit 1

 

SECURITIES ANDEXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

 

CURRENT REPORTUNDER SECTION 17

OF THE SECURITIESREGULATION CODE

AND SRC RULE 17.1

 

 

1.                 1 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.         PHILIPPINES6. _____________ (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

 

 

            Titleof Each Class                             Number of Shares of Common Stock

          Licensed and Amount of Debt Outstanding

 

 

 

Page 3 of 5

    

Exhibit 1

 

 

11.            Item 9 – Other Events

 

Attached heretois a copy of the press release issued by First Pacific Company Limited entitled“First Pacific Completed the Acquisition of Additional 6.4% Interest in PLDTafter Receiving Shareholders Approval”.

 

 

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/ Florentino D. Mabasa, Jr.

FLORENTINO D. MABASA, JR.

Assistant Corporate Secretary

 

 

Date: 1 March 2007 

 

Distribution Copies:  5copies - Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

Page 4 of 5

  Exhibit 1

 

**NEWS**

**RELEASE**

**First Pacific Company Limited**

(Incorporated in Bermuda with limited liability)

 

**GROUP CORPORATE COMMUNICATIONS**

 

24th Floor, Two Exchange Square, 8 Connaught Place, Hong Kong

Tel. (852) 2842-4388  Email: info@firstpac.com.hk  Fax : (852) 2845-9243

http://www.firstpacco.com

 

****

**Wednesday, 28 February2007**
**FIRST PACIFIC COMPLETED THEACQUISITION OF ADDITIONAL 6.4% INTEREST IN PLDT AFTER RECEIVING SHAREHOLDERSAPPROVAL**

****

First Pacific’s shareholders today approved the Company’sacquisition of an additional interest in approximately 46 per cent inPhilippine Telecommunications Investment Corporation (“PTIC”) for aconsideration of Pesos 25.2 billion (equivalent to approximately 510.6million). This additional investment in PTIC represents an attributableinterest of approximately 6.4 per cent issued common share capital ofPhilippine Long Distance Telephone Company (“PLDT”), thereby raising FirstPacific’s interest in PLDT to approximately 29 per cent. 

The acquisition approved bythe shareholders today at a special general meeting, allowed First Pacific tocomplete today the conditional sale and purchase agreement signed with thePhilippine Government on 14 February 2007. This finalizes a process thatcommenced with a public auction initiated by the Philippine Government on 8December 2006.  

The transaction has beenfinanced with a combination of approximately US$90.6 million of internalresources and US$420 million of borrowings. 

Manuel V. Pangilinan, First Pacific’s Managing Director and ChiefExecutive Officer, said: “We are pleased to have this valuable opportunity tofurther increase our investment in PLDT, which has been a strategic investmentof the Group since 1998.  PLDT has reported outstanding performances over lastfew years and is a major earnings and dividend contributor to the Group.  Weare confident that the Group will continue to benefit from the strongperformance of PLDT.” 

 

**Corporate Profile**

First Pacific is a HongKong-based investment and management company with operations located in Asia.  Its principal business interests relate to Telecommunications, Consumer FoodProducts and Infrastructure.  Listed in Hong Kong (Stock code: 00142), FirstPacific’s shares are also available in the United States through AmericanDepositary Receipts (ADR code: FPAFY).   

*     *     * 

For further information,please contact: 

SaraCheung                                   Tel:  (852) 2842 4336 

Assistant VicePresident          

Group CorporateCommunications      

Page 5 of 5

  First PacificCompany Limited

 

 

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 1, 2007