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 2008
Commission File Number 1-03006
Philippine Long Distance Telephone Company
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Ö Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No Ö
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-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 of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2006. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
EXHIBITS
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Exhibit Number |
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1
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Copies of the disclosure letters we sent to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the:
acquisition of PLDT common shares by the Company pursuant to its Share Buyback Program that was approved by the Company’s Board of Directors on January 29, 2008; and
revision of the Company’s disclosure on the shares acquired by the Company on April 4, 2008, which was filed via the ODiSy on the same date per reference number WLIST_2008000004614, amending the table showing the Outstanding Common Shares after Transaction.
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6
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Exhibit 1
April 10, 2008
Securities and Exchange Commission
SEC Building
EDSA, Mandaluyong City
Attention: Atty. Justina F. Callangan
Director, Corporation Finance Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
Thank you.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
/s/ Florentino D. Mabasa, Jr. FLORENTINO D. MABASA, JR. Assistant Corporate Secretary
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Page 1 of 6
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)
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ATTY. MA. LOURDES C. RAUSA-CHAN |
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816-8405 |
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Contact person |
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Contact Telephone No. |
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SEC FORM 17-C |
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Every 2nd Tuesday |
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Dept. Requiring this Doc. |
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Amended Articles Number/Section |
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Total Amount of Borrowings |
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2,184,971 As of February 29, 2008 |
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NA |
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NA |
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Total No. of Stockholders |
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Domestic |
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Foreign |
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To be accomplished by SEC Personnel concerned
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Document I.D. |
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Cashier |
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STAMPS
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Remarks: Please use black ink for scanning purposes
Page 2 of 6
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. 10 April 2008
Date of Report (Date of earliest event reported)
2. SEC Identification Number PW-55
3. BIR Tax Identification No. 000-488-793
4. PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
Exact name of issuer as specified in its charter
5. PHILIPPINES 6.____________ (SEC Use Only)
Province, country or other jurisdiction Industry Classification Code
of Incorporation
7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200
Address of principal office Postal Code
8. (632) 816-8405
Issuer's telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act
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Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
________________________________________________________________
________________________________________________________________
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Page 3 of 6
Exhibit 1
11. Other Events
Attached hereto are copies of our letters to the Philippine Stock Exchange dated April 10, 2008 regarding the:
1. acquisition of PLDT common shares by the Company pursuant to its Share Buyback Program that was approved by the Board of Directors of the Company on January 29, 2008; and
2. revision of the Company’s disclosure on the shares acquired by the Company on April 4, 2008, which was filed via the ODiSy on the same date per reference number WLIST_2008000004614, amending the table showing the Outstanding Common Shares after Transaction.
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Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY
By:
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
April 10, 2008
Page 4 of 6
Exhibit 1
April 10, 2008
Philippine Stock Exchange, Inc.
Disclosure Department
4th Floor, Philippine Stock Exchange Centre
(Tektite Tower) Exchange Road, Ortigas Center
Pasig City
Attention : Atty. Pete M. Malabanan
Head – Disclosure Dept.
Gentlemen:
Pursuant to Section 9 of the Revised Disclosure Rules as well the letters of the Exchange dated January 29, 2008 and February 29, 2008, we report hereunder the PLDT common shares acquired by the Company on April 10, 2008 pursuant to the Share Buyback Program that was approved by the Company’s Board of Directors on January 29, 2008.
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Date of Transaction |
Number of Shares |
Price Per Share |
* Outstanding Shares After Transaction |
Treasury Shares To date |
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April 10, 2008 |
11,640 |
P 2,785.00 |
188,797,337 |
224,080 |
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- do - |
360 |
P 2,780.00 |
188,796,977 |
224,440 |
*Outstanding common shares used in the computation is as of April 4, 2008 (188,923,417 shares)
Thank you.
Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
Page 5 of 6
Exhibit 1
April 10, 2008
Philippine Stock Exchange, Inc.
Disclosure Department
4th Floor, Philippine Stock Exchange Centre
(Tektite Tower) Exchange Road, Ortigas Center
Pasig City
Attention : Atty. Pete M. Malabanan
Head – Disclosure Dept.
Gentlemen:
In reference to our disclosure on the shares acquired by the Company on April 4, 2008, which we filed via the ODiSy on the same date per reference number WLIST_2008000004614, we submit hereunder an amended table showing the Outstanding Common Shares after Transaction.
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Date of Transaction |
Number of Shares |
Price Per Share |
* Outstanding Shares After Transaction |
Treasury Shares To date |
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April 4, 2008 |
5,000 |
P 2,790.00 |
188,863,977 |
157,440 |
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- do - |
10,000 |
P 2,785.00 |
188,853,977 |
167,440 |
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- do - |
10,000 |
P 2,780.00 |
188,843,977 |
177,440 |
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- do - |
5,000 |
P 2,775.00 |
188,838,977 |
182,440 |
*Outstanding common shares used in the computation is as of April 4, 2008 (188,923,417 shares)
Thank you.
Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
/s/ Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
Page 6 of 6
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
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By : /s/ Florentino D. Mabasa, Jr. Name : Florentino D. Mabasa, Jr. Title : First Vice President and Assistant Corporate Secretary |
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Date: April 10, 2008