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 December 2006

 

 

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, 2005. 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

 

 

 

 

 

 

 

 

 

December 19, 2006

 

 

The Philippine Stock Exchange

Disclosure Department

4^th Floor PSE Centre

Exchange Road, Ortigas Center

Pasig City

 

Attention: Ms. Jurisita M. Quintos

Senior Vice President

 

Ladies and Gentlemen:

 

In accordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C regarding a discloseable event/information.

 

 

Respectfully yours,

 

 

 

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

December 19, 2006

 

 

SECURITIES & EXCHANGE COMMISSION

Corporation Finance Department

SEC Building, EDSA

Mandaluyong City

 

Attention: Director Justina F. Callangan

Corporation Finance Department

 

Gentlemen:

 

Re : Philippine Long Distance Telephone Company

SEC Registration No. PW-55

 

In accordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith SEC Form 17-C regarding a discloseable event/information.

 

 

Respectfully yours,

 

 

 

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

SEC FORM 17-C

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                   December 19, 2006

(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) 816-8553; 816-8556

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 or Sections 4 and 8 of the Revised Securities Act

 

 

Title of Each Class Number of Shares of Common Stock

Licensed and Amount of Debt Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11.               Item 9 – Other Events

 

 

Attached hereto is a copy of PLDT’s notice of intent to voluntarily delist its American Depositary Shares (ADSs) from the NYSE Arca. PLDT’s ADSs continue to be listed on the New York Stock Exchange.

 

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Regulation Code, the Issuer has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

 

 

 

 

 

 

Date: December 19, 2006

 

Distribution Copies: 5 copies – Securities & Exchange Commission

1 copy - Philippine Stock Exchange

1 copy - Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 18, 2006

 

 

NYSE Arca, Inc.

NYSE Arca Equities, Inc.

100 S. Wacker Drive, Suite 1800

Chicago, Illinois 60606

 

Re: Voluntary Delisting

 

Ladies and Gentlemen:

 

In my capacity as President and Chief Executive Officer of PHILIPPINE LONG DISTANCE TELEPHONE COMPANY (“PLDT” or the “Company”), I am writing to give notice to you of the Company’s intent to voluntarily delist from NYSE Arca Equities, Inc. (“NYSE Arca”) PLDT American Depositary Shares, each representing one PLDT Common Stock. The Company has determined that it is in the best interest of PLDT and its stockholders that PLDT withdraw the listing of its American Depositary Shares from NYSE Arca in order to eliminate duplicative administrative burdens and costs inherent with dual listing. PLDT American Depositary Shares continue to be listed on the New York Stock Exchange, its principal listing exchange.

 

The Company also hereby gives permission to NYSE Arca to include PLDT in a press release to be published by NYSE Arca on January 8, 2007 on behalf of a group of dually listed companies voluntarily delisting.

 

In accordance with the NYSE Arca voluntary delisting process, the Company will post on its website this notice and the abovementioned press release to be published by NYSE Arca, until the delisting becomes effective.

 

The Company acknowledges that it will not file a Form 25 with the United States Securities and Exchange Commission before January 18, 2007.

 

Sincerely,

 

 

_______________________

NAPOLEON L. NAZARENO

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

Date: December 19, 2006