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 July 2007
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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1
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A copy of the disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding cash dividend declaration on the Companys Series IV Cumulative Non-Convertible Redeemable Preferred Stock, Series A, I, R, W, AA and BB 10% Cumulative Convertible Preferred Stock.
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Exhibit 1
July 10, 2007
Philippine Stock Exchange
4/F Philippine Stock Exchange Center
Exchange Road, Ortigas Center
Pasig City
Attention: Atty. Pete M. Malabanan
Head Disclosure Department
Gentlemen:
In compliance with the disclosure requirements of the Philippine Stock Exchange, we advise that during the meeting of the Board of Directors of our Company on July 10, 2007, the following cash dividends were declared out of the unrestricted retained earnings of the Company as of December 31, 2006:
2. P1.00 per outstanding share of the Companys Series A 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
3. P1.00 per outstanding share of the Companys Series I 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
4. P1.00 per outstanding share of the Companys Series R 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
5. P1.00 per outstanding share of the Companys Series W 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
Page 1 of 6
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Exhibit 1
6. P1.00 per outstanding share of the Companys Series AA 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
7. P1.00 per outstanding share of the Companys Series BB 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
Thank you.
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Very truly yours,
/s/ Ma. Lourdes C. Rausa-Chan MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Page 2 of 6
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Exhibit 1
COVER SHEET
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SEC Registration No. |
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(Companys Full Name)
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(Business Address: No. Street/City/Town/Province)
ATTY. MA. LOURDES C. RAUSA-CHAN |
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816-8405 |
Contact person |
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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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Total Amount of Borrowings |
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2,187,366 As of May 31, 2007 |
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Total No. of Stockholders |
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Domestic |
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Foreign |
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STAMPS
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Remarks: Please use black ink for scanning purposes
Page 3 of 6
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Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. 10 July 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 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
Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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Page 4 of 6
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Exhibit 1
Item 9 (Other Events)
We disclose that the Board of Directors of Philippine Long Distance Telephone Company (the Company), at its meeting held on July 10, 2007 declared, out of the unrestricted retained earnings of the Company as of December 31, 2006, the following cash dividends:
1. A total of P12,420,000.00 on all of the outstanding shares of the Companys Series IV Cumulative Non-Convertible Redeemable Preferred Stock, for the quarter ending September 15, 2007, payable on September 15, 2007 to the holder of record on August 9, 2007.
2. P1.00 per outstanding share of the Companys Series A 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
3. P1.00 per outstanding share of the Companys Series I 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
4. P1.00 per outstanding share of the Companys Series R 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
5. P1.00 per outstanding share of the Companys Series W 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
6. P1.00 per outstanding share of the Companys Series AA 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
7. P1.00 per outstanding share of the Companys Series BB 10% Cumulative Convertible Preferred Stock, for the annual period ending July 31, 2007, payable on August 31, 2007, to the holders of record on August 1, 2007.
Page 5 of 6
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Exhibit 1
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.
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PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By: /s/ Ma. Lourdes C. Rausa-Chan MA. LOURDES C. RAUSA-CHAN Corporate Secretary
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July 10, 2007
Page 6 of 6
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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.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
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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
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Date: July 10, 2007