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 January 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

 

 

 

 

 

 

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

 

1.   Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock, Series CC and DD 10% Cumulative Convertible Preferred Stock; and

 

2.   Creation of Series HH 10% Cumulative Convertible Preferred Stock.

 

 

 

 

 

 

 

4

 

 

 

 

 

5

 

 

Exhibit1

 

 

 

January 30, 2007

 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:   Atty. PeteM. 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 January 30,2007, the following cash dividends were declared out of the unrestrictedretained earnings of the Company as of December 31, 2005:

 

1.        Atotal of P12,150,000.00 on all of the outstanding shares of the Company’sSeries IV Cumulative Non-Convertible Redeemable Preferred Stock, for thequarter ending March 15, 2007, payable on March 15, 2007 to the holder ofrecord on February 23, 2007.

2.        P1.00per outstanding share of the Company’s Series CC 10% Cumulative ConvertiblePreferred Stock, for the annual period ending February 28, 2007, payable onMarch 30, 2007, to the holders of record on February 28, 2007.

 

3.        P1.00per outstanding share of the Company’s Series DD 10% Cumulative ConvertiblePreferred Stock, for the annual period ending January 31, 2007, payable onFebruary 28, 2007, to the holders of record on February 15, 2007.

 

            Thankyou.

 

 

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

**MA. LOURDES C. RAUSA-CHAN**
Corporate Secretary

Page 1 of 4

  Exhibit 1

 

 

COVER SHEET

 

 

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SEC 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

 

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

2,189,374

As of December 31, 2006

 

 

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 1

 

 

SECURITIES AND EXCHANGECOMMISSION

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 30 January 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 principaloffice                                                      Postal Code

 

8.         (632)816-8405 

Issuer's telephone number, includingarea 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 3 of 4

  Exhibit 1

 

 

Item9 (Other Events)

 

 

Wedisclose that the Board of Directors of Philippine Long Distance TelephoneCompany (the “Company”), at its meeting held on January 30, 2007 declared, outof the unrestricted retained earnings of the Company as of December 31, 2005,the following cash dividends:

 

1.     A total of P12,150,000.00 on all of the outstandingshares of the Company’s Series IV Cumulative Non-Convertible RedeemablePreferred Stock, for the quarter ending March 15, 2007, payable on March 15,2007 to the holder of record on February 23, 2007.

 

2.     P1.00 per outstanding share of the Company’s SeriesCC 10% Cumulative Convertible Preferred Stock, for the annual period endingFebruary 28, 2007, payable on March 30, 2007, to the holders of record onFebruary 28, 2007.

 

3.     P1.00 per outstanding share of the Company’s SeriesDD 10% Cumulative Convertible Preferred Stock, for the annual period endingJanuary 31, 2007, payable on February 28, 2007, to the holders of record onFebruary 15, 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

 

 

 

January30, 2007

Page 4 of 4

  Exhibit 2

 

January 30, 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 the creation ofSeries HH 10% Cumulative Convertible Preferred Stock of Philippine LongDistance Telephone Company.

 

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

 

 

 

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 2

 
 
 
 
January 30,2007
 

 

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 thecreation of Series HH 10% Cumulative Convertible Preferred Stock of Philippine LongDistance Telephone 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 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                                                         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

2,189,374

As of December 31, 2006

 

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

 

 

 

SEC FORM 17-C UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.         30January 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, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

11.             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 5

  Exhibit 2

 

 

11.       Item 9 (Other Events)

 

 

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 January 30,2007, 150,000 shares of Serial Preferred Stock were constituted into Series HH10% Cumulative Convertible Preferred Stock of the Company, for issuance in theimplementation of the Subscriber Investment Plan from January 1, 2007 throughDecember 31, 2009.

 

 

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

 

 

January 30,2007                             

 

Page 5 of 5

    

 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:January 30, 2007