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 April 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 Moody’s Investors Service (Moody’s) entitled “Moody’s reviews PLDT’s Baa3 local currency rating for possible upgrade”.

 

 

 

6

 

 

 

Exhibit 1

 

 

** **

   

 

April 11, 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 Moody’sInvestors Service (Moody’s) attached thereto entitled “Moody’s reviews PLDT’sBaa3 local currency rating for possible upgrade”.

 

This shall also serve asthe disclosure letter for the purpose of complying with PSE CorporateDisclosure Requirements.

 

Respectfully yours,

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary 

 

MLCRC:amq

Encs.

 

Page 1 of 6

    

Exhibit 1

 

 

 

 

April 11, 2007 

 

 

SECURITIES &EXCHANGE COMMISSION

Money MarketOperations Department

SEC Building, EDSA

Mandaluyong City

 

Attention         :           DirectorJustina F. Callangan

                                    CorporationsFinance Department

 

Gentlemen:

 

Re       :           PhilippineLong Distance Telephone Company

                        SECRegistration No. PW-55

 

In accordancewith Section 17.1 (b) of the Securities Regulation Code, we submit herewithfive (5) copies of SEC Form 17-C with a press release issued by Moody’sInvestors Service (Moody’s) attached thereto entitled “Moody’s reviews PLDT’sBaa3 local currency rating for possible upgrade”.

 

Very trulyyours,

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary 

 

MLCRC:amq

Encs.

Page 2 of 6

   

Exhibit 1

 

 

 

SECURITIES ANDEXCHANGE COMMISSION

 

SEC FORM 17-C

 

CURRENT REPORTUNDER SECTION 17

OF THESECURITIES REGULATION CODE

AND SRCRULE 17.1

 

 

1.                 April 11, 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 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

                                                                    Licensedand Amount of Debt Outstanding

 

 

 

Page 3 of 6

    

Exhibit 1

 

 

11.       Item9 – Other Events

 

Attached heretois a press release issued by Moody’s Investors Service (Moody’s) entitled“Moody’s reviews PLDT’s Baa3 local currency rating for possible upgrade”.

 

 

 

 

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

 

 

 

 

 

Date:   April 11, 2007

 

Distribution Copies:  5copies – Securities & Exchange Commission

                        1copy    - Philippine Stock Exchange

                                    1copy    - Company Secretary

 

 

Page 4 of 6

    

Exhibit 1

 

**Global Credit Research**

**Rating Action**

11 APR 2007

 

**Rating Action: Philippine Long Distance Telephone Company**

** **

**Moody's reviews PLDT'sBaa3 local currency rating for possible upgrade**

 

Hong Kong, April 11, 2007 --Moody's Investor Services has today placed theBaa3 local currency corporate family rating of the Philippines Long DistanceCompany (PLDT) on review for possible upgrade. At the same time, Moody's hasaffirmed PLDT's Ba2 foreign currency bond rating with a stable outlook. 

 

"The review has been prompted by a continued improvement inPLDT's financial profile and the consolidation of its strong operatingperformance," says Laura Acres, a Moody's Vice President. 

 

"The company holds a 58% subscriber market share in the Philippines wireless market and 63% in the fixed-line business, both of which contribute toPLDT's healthy free cash flow generation capabilities," adds Acres, alsoMoody's lead analyst for the company. 

 

The review will focus on: 1) growth prospects at the consolidatedlevel; 2) PLDT's ongoing capex requirements for maintenance and rollout of nextgeneration technologies; 3) its financial policies over the next two yearsespecially with regard to leverage and uses of cash; and 4) the company'sliquidity risk profile. 

 

Moody's affirmation of PLDT's foreign currency bond ratingreflects the fact that the rating is unlikely to rise without either animprovement in the Philippines foreign currency country ceiling or asignificant improvement in PLDT's local currency rating. 

 

PLDT's foreign currency bond rating of Ba2/stable is above the Philippines' foreign currency country ceiling of Ba3/stable. The foreign currency ratingincorporates convertibility risk, which is the likelihood of the governmentdeclaring a debt moratorium to counter a foreign currency crisis. Moody'sconsiders foreign currency bonds subject to international law as less likely tobe affected by a debt moratorium than those bonds covered by local law. Hence,the differential between PLDT's foreign currency bond rating and the countryceiling. 

 

As such, PLDT's foreign currency bond rating is a result of: itsown risk of default; the probability of a Philippines government default on itsforeign debt (implied by its B1 rating); the likelihood that the governmentwould declare a moratorium in the event of a default; and if it did, the chancethat it would exempt a company such as PLDT. 

 

Headquartered in Manila and listed on the Philippine StockExchange, PLDT is an integrated provider of fixed, broadband and cellularservices. PLDT has more than 27 million subscribers and is the leadingtelecommunications service provider in the Philippines. It has an approximate58% market share for cellular telephony and 63% for fixed-line services. 

 

Hong Kong Laura

Acres Vice President -Senior Analyst

Corporate Finance Group

Moody's Asia Pacific Ltd.

JOURNALISTS: (852) 2916-1150

SUBSCRIBERS: (852) 2916-1121 

Page 5 of 6

    

Exhibit 1

 

 

Hong Kong

Gary Lau 

Senior Vice President 

Corporate Finance Group

Moody's Asia Pacific Ltd. 

JOURNALISTS: (852) 2916-1150 

SUBSCRIBERS: (852) 2916-1121 

 

© Copyright 2007, Moody's Investors Service, Inc. and/or itslicensors including Moody's Assurance Company, Inc. (together,"MOODY'S"). All rights reserved. 

 

ALL INFORMATION CONTAINED HEREIN ISPROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OROTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANYSUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER,BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information containedherein is obtained by MOODY'S from sources believed by it to be accurate andreliable. Because of the possibility of human or mechanical error as well asother factors, however, such information is provided "as is" withoutwarranty of any kind and MOODY'S, in particular, makes no representation orwarranty, express or implied, as to the accuracy, timeliness, completeness,merchantability or fitness for any particular purpose of any such information.Under no circumstances shall MOODY'S have any liability to any person or entityfor (a) any loss or damage in whole or in part caused by, resulting from, orrelating to, any error (negligent or otherwise) or other circumstance orcontingency within or outside the control of MOODY'S or any of its directors,officers, employees or agents in connection with the procurement, collection,compilation, analysis, interpretation, communication, publication or deliveryof any such information, or (b) any direct, indirect, special, consequential,compensatory or incidental damages whatsoever (including without limitation,lost profits), even if MOODY'S is advised in advance of the possibility of suchdamages, resulting from the use of or inability to use, any such information.The credit ratings and financial reporting analysis observations, if any,constituting part of the information contained herein are, and must beconstrued solely as, statements of opinion and not statements of fact orrecommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESSOR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY ORFITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION ORINFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Eachrating or other opinion must be weighed solely as one factor in any investmentdecision made by or on behalf of any user of the information contained herein,and each such user must accordingly make its own study and evaluation of eachsecurity and of each issuer and guarantor of, and each provider of creditsupport for, each security that it may consider purchasing, holding or selling.

 

MOODY'S hereby disclosesthat most issuers of debt securities (including corporate and municipal bonds,debentures, notes and commercial paper) and preferred stock rated by MOODY'Shave, prior to assignment of any rating, agreed to pay to MOODY'S for appraisaland rating services rendered by it fees ranging from $1,500 to approximately$2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agencysubsidiary, Moody's Investors Service (MIS), also maintain policies andprocedures to address the independence of MIS's ratings and rating processes.Information regarding certain affiliations that may exist between directors ofMCO and rated entities, and between entities who hold ratings from MIS and havealso publicly reported to the SEC an ownership interest in MCO of more than 5%,is posted annually on Moody's website at www.moodys.com under the heading"Shareholder Relations -Corporate Governance -Director and ShareholderAffiliation Policy." 

 

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/ Florentino D. Mabasa, Jr.

Name  :     FLORENTINO D. MABASA, JR.

Title     :     First Vice President and

                  Assistant Corporate Secretary

 

 

 

 

 

 

 

Date:April 12, 2007