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
Report on Form 6-K dated April 26, 2005
(Commission File No. 1-15024)
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
(Name of Registrant)
Ramon Cojuangco Building
Makati Avenue, Makati City
Philippines 0721
(Address of Principal Executive Officers)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F: y |
Form 40-F: o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
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Yes: o |
No: y |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation by Regulation S-T Rule 101 (b) (7):
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Yes: o |
No: y |
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes: o |
No: y |
Enclosure:
A copy of the disclosure letter we sent yesterday to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the Subscription and Assignment Agreement between Philippine Long Distance Telephone Company and its wholly-owned subsidiary, Smart Communications, Inc.
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April 25, 2005 |
SECURITY CODE: CM-040 |
The Philippine Stock Exchange
Disclosure Department
4th Floor PSE Centre
Exchange Road, Ortigas Center
Pasig City
Attention: Ms. Jurisita M. Quintos
Senior Vice President
Ladies and 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 a discloseable event/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Respectfully yours,
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
MLCRC:amq
Encs.
April 25, 2005
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 with respect to a discloseable event/information.
Respectfully yours,
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
MLCRC:amq
Encs.
COVER SHEET
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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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814-3552 |
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SEC FORM 17-C |
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2,198,945 As of March 31, 2005 |
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Document I.D. |
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Remarks: Please use black ink for scanning purposes
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. 25 April 2005
(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) 814-3664
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
We disclose that on April 25, 2005, Philippine Long Distance Telephone Company (PLDT) and its wholly-owned subsidiary, Smart Communications, Inc. (SMART) entered into a Subscription and Assignment Agreement covering the transfer and assignment to SMART of 766,999,816 shares of common stock of Pilipino Telephone Corporation (the “PILTEL Common Shares”) owned by PLDT.
The PILTEL Common Shares were transferred to SMART as consideration and in exchange for 11,332,250 shares of SMART preferred stock subscribed by and issued to PLDT for a total subscription/issue price of approximately 157.235 million.
As a result of the above transaction, SMART now owns 92.14% of the total outstanding common stock of PILTEL, thereby consolidating the PLDT Group’s wireless business under SMART.
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.
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PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Date: 25 April 2005
Distribution Copies: 5 copies – Securities & Exchange Commission
1 copy - Philippine Stock Exchange
1 copy - Company Secretary
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By: MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Date: April 26, 2005