Schedule 13D/Amendment No. 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Philippine Long Distance Telephone Company
(Name of Issuer)
Common Capital Stock, 5 Philippine Pesos par value
(Title of Class of Securities)
(CUSIP Number)
Hajime Kii
Managing Director-Global Business Division
NTT DOCOMO, INC.
Sanno Park Tower
11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
NTT DOCOMO, INC. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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N/A |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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JAPAN
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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39,401,561 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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SHARED DISPOSITIVE POWER |
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39,401,561 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,401,561 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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21.1% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
This Amendment No. 8 (this “Amendment No. 8”) amends the Schedule 13D (the “Schedule 13D”)
filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2006, as amended by
Amendment No. 1 thereto filed with the SEC on April 18, 2007, Amendment No. 2 thereto filed with
the SEC on June 28, 2007, Amendment No. 3 thereto filed with the SEC on August 1, 2007, Amendment
No. 4 thereto filed with the SEC on August 27, 2007, Amendment No. 5 thereto filed with the SEC on
November 2, 2007, Amendment No. 6 thereto filed with the SEC on December 26, 2007 and Amendment No.
7 thereto filed with the SEC on January 30, 2008, relating to the common capital stock, par value
five Philippine Pesos (“Php”) per share (the “Common Shares”), of Philippine Long Distance
Telephone Company, a corporation organized under the laws of the Philippines (the “Company” or
“PLDT”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D (as
amended) remain unchanged.
All capitalized terms used, but not defined, in this Amendment No. 8 are defined in the
Schedule 13D (as amended). The summary descriptions (if any) contained herein of certain
agreements and documents are qualified in their entirety by reference to the complete text of such
agreements and documents filed as Exhibits hereto or incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following paragraph:
On March 29, 2011, PLDT announced its plans to acquire Digital Telecommunications Philippines,
Inc. (“Digitel”) by means of a share exchange through an issuance of new shares of Common Stock
(the “New PLDT Common Stock”) in exchange for the shares of Digitel held by Digitel’s parent
company, JG Summit Holdings, Inc. (“JG Summit”). Subsequently, as described in more details in
Item 6, on May 13, 2011, DoCoMo entered into an option agreement with JG Summit (the “JG Summit
Option Agreement”), which, among other things, provides DoCoMo with the option to acquire, and JG
Summit with the option to sell, approximately 2%, or 4,562,081 shares of the total issued and
outstanding Common Stock of PLDT from the New PLDT Common Stock to be held by JG Summit (the
“Option Shares”). The option to acquire or sell the Option Shares would be exercisable during a 30
days period from the date of listing of the Option Shares with the Philippine Stock Exchange.
DoCoMo’s purpose in entering into the JG Summit Option Agreement is for DoCoMo and NTTC to maintain
their cumulative stake in PLDT at approximately 20%, even after the issuance of the New PLDT Common
Stock.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated as
follows:
(a) By virtue of NTT’s ownership of all of the outstanding capital stock of NTTC and a majority of
the common stock of DoCoMo and the terms of the Stock Sale and Purchase Agreement (applicable to
the DoCoMo PLDT Shares) and the Co-Operation Agreement (applicable to the DoCoMo PLDT Shares, the
Additional DoCoMo PLDT Shares and the Second Additional DoCoMo PLDT Shares), NTT, NTTC and DoCoMo
constitute a “group” within the meaning of section 13(d)(3) of the Securities Exchange Act of 1934
(the “Exchange Act”) and therefore, not including the number of shares which DoCoMo may obtain
through the JG Summit Option Agreement described in Item 6, DoCoMo may be deemed to have beneficial
ownership of 39,401,561 Common Shares, in aggregate, beneficially held by NTTC and DoCoMo, of which
DoCoMo directly owns 26,768,074 Common Shares. Given the terms of the Shareholders
Agreement and the Co-Operation Agreement (as described in the Schedule 13D), NTTC and DoCoMo and
the other
parties to the Strategic Agreement, the Shareholders Agreement and the Co-Operation
Agreement might be deemed to constitute a “group”. However, DoCoMo disclaims that it has agreed to
act as a group with any parties to the Strategic Agreement, the Shareholders Agreement or the
Co-Operation Agreement other than NTTC (other than to the extent provided in the Shareholders
Agreement and the Co-Operation Agreement) and DoCoMo disclaims beneficial ownership of the Common
Shares other than the amounts of shares reported herein.
(b) As the registered owner, DoCoMo has the shared power to vote or dispose or to direct the
vote or disposition of the 39,401,561 Common Shares beneficially owned by NTTC and DoCoMo, of which
DoCoMo directly owns 26,768,074 Common Shares, not including the number of shares which DoCoMo may
obtain through the JG Summit Option Agreement described in Item 6. By virtue of its ownership of a
majority of the issued and outstanding capital stock of DoCoMo, NTT has the power to direct the
voting or disposition of the Common Shares beneficially owned by DoCoMo.
Paragraph (c) of Item 5 of the Schedule 13D is hereby amended by adding the following
paragraph:
(c) As of the filing date of this Amendment No. 8, not including the number of shares which
DoCoMo may obtain through the JG Summit Option Agreement described in Item 6, neither DoCoMo, nor
to its knowledge, any of its directors or executive officers has effected any transaction in the
Common Shares during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following paragraph:
On May 13, 2011, DoCoMo entered into the JG Summit Option Agreement, which provides DoCoMo with the
option to acquire, and JG Summit with the option to sell, approximately 2%, or 4,562,081 shares, of
the total issued and outstanding Common Stock of PLDT from the New PLDT Common Stock to be held by
JG Summit within 30 days from the day of listing of the Option Shares with the Philippine Stock
Exchange. The JG Summit Option Agreement is conditional on the completion of PLDT’s acquisition of
Digitel, including the issuance of the New PLDT Common Stock. The transactional value is expected
to be approximately USD 263 million, excluding taxes and relevant expenses. A copy of the JG
Summit Option Agreement is filed hereto as Exhibit 9.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:
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Exhibit Name |
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9 |
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Option Agreement dated May 13, 2011, between DoCoMo and JG Summit. |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: July 14, 2011
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NTT DOCOMO, INC.
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By: |
/s/ Hajime Kii
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Name: |
Hajime Kii |
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Title: |
Managing Director, Global Business
Division |
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