Schedule 13D Amendment No.3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlSVMmsWqZGPe/mmiL9ocm0dpFeCtq9gyhuYCujvXsddt+R5N3pWW8iuvJvALCM1 Z82xmFti6F05NImvqHv2dg== 0001193125-07-167327.txt : 20070801 0001193125-07-167327.hdr.sgml : 20070801 20070801062456 ACCESSION NUMBER: 0001193125-07-167327 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIPPINE LONG DISTANCE TELEPHONE CO CENTRAL INDEX KEY: 0000078150 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43643 FILM NUMBER: 071014310 BUSINESS ADDRESS: STREET 1: RAMON CONJUANGCO BLDG STREET 2: MAKATI AVE CITY: MAKATI METRO MANILA STATE: R6 ZIP: 0721 BUSINESS PHONE: 0116328143552 MAIL ADDRESS: STREET 1: RAMON CONJUANGCO BLDG STREET 2: MAKATI AVE CITY: MAKATI METRO MANILA STATE: R6 ZIP: 0721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NTT DOCOMO INC CENTRAL INDEX KEY: 0001166141 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: SANNO PARK TOWER STREET 2: 11-1 NAGATA-CHO 2-CHOME, CHIYODA-KU CITY: TOKYO 100-6150 STATE: M0 ZIP: 100-6150 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.3 Schedule 13D Amendment No.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)*

Philippine Long Distance Telephone Company

(Name of Issuer)

Common Capital Stock, 5 Philippine Pesos par value

(Title of Class of Securities)

718252109

(CUSIP Number)

Toshinari Kunieda

Senior Vice President-Managing Director-Global Business Department

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)

July 31, 2007

(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. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-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).


CUSIP No. 718252109		13D		Page 1


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	NTT DoCoMo, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	JAPAN


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		31,298,442
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		31,298,442


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	31,298,442
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.6%
14	TYPE OF REPORTING PERSON

	CO

This Amendment No. 3 (this “Amendment No. 3”) 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 and Amendment No. 2 thereto filed with the SEC on June 28, 2007, 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. 3 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 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following paragraph:

From June 28, 2007 through July 31, 2007, DoCoMo made open market purchases of Common Shares through the Philippine Stock Exchange and American Depositary Shares representing Common Shares through the New York Stock Exchange. Through these open market purchases, DoCoMo has acquired 2,042,753 shares (including 1,130,673 shares represented by American Depositary Shares) (the “Third Additional DoCoMo PLDT Shares”) representing approximately 1.1% of the outstanding capital stock of PLDT. All of the funds used to pay for the Third Additional DoCoMo PLDT Shares were from DoCoMo’s available cash resources.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs:

DoCoMo is acquiring the Third Additional DoCoMo PLDT Shares for the same purposes as those described in this Item 4 with respect to its acquisition of the DoCoMo PLDT Shares.

Upon the acquisition of the Third Additional DoCoMo PLDT Shares, DoCoMo will beneficially own, in the aggregate, approximately 16.6%, of which DoCoMo directly owns approximately 9.9%, of the voting power attached to the outstanding Common Shares.

Following the acquisition of the Third Additional DoCoMo PLDT Shares, if DoCoMo deems market and other conditions as favorable, or if it otherwise decides, DoCoMo may increase its ownership of the Company’s equity securities through open market purchases, negotiated purchases, or other transactions, up to the limitation of 21% of the Common Shares issued and outstanding as described in this Item 4. However, if DoCoMo does not deem market and other conditions as favorable or if it otherwise decides, it may not do so.

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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 and therefore, DoCoMo may be deemed to have acquired beneficial ownership of the 31,298,442 Common Shares, in aggregate, beneficially held by NTTC and DoCoMo, of which DoCoMo directly owns 18,664,955 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 31,298,442 Common Shares beneficially owned by NTTC and DoCoMo, of which DoCoMo directly owns 18,664,955 Common Shares. 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 the DoCoMo.

Paragraph (c) of Item 5 of the Schedule 13D is hereby amended by adding the following paragraphs:

(c) As of the filing date of this Amendment No. 3, except for the acquisition of the Second Additional DoCoMo PLDT Shares and Third Additional DoCoMo PLDT Shares as described in Item 3, 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. The following table sets forth, for the open market purchases by DoCoMo described in Item 3, the dates of such open market purchases, the numbers of Third Additional DoCoMo PLDT Shares purchased, the prices per share (rounded to the nearest one U.S. cent or one Philippine centavo) of such purchases and the exchange through which such open market purchases were effected (the open market purchases made through the New York Stock Exchange were for American Depositary Shares of PLDT, each representing one Common Share):


Date of Purchase	Number of Shares Purchased	Price per share	Exchange
Third Additional DoCoMo PLDT Shares:
06/28/2007	7,700	US$57.00	New York Stock Exchange
06/29/2007	60,900	PhP 2,649.24	Philippine Stock Exchange
07/02/2007	33,180	PhP 2,650.00	Philippine Stock Exchange
07/10/2007	1,600	PhP 2,650.00	Philippine Stock Exchange
07/11/2007	60,000	US$57.99	New York Stock Exchange
07/11/2007	22,860	PhP 2,648.33	Philippine Stock Exchange
07/12/2007	143,227	US$58.28	New York Stock Exchange
07/12/2007	82,490	PhP 2,699.98	Philippine Stock Exchange
07/16/2007	70,260	US$58.50	New York Stock Exchange
07/16/2007	37,270	PhP 2,700.00	Philippine Stock Exchange
07/17/2007	94,170	PhP 2,699.05	Philippine Stock Exchange
07/18/2007	6,000	US$58.50	New York Stock Exchange
07/18/2007	2,010	PhP 2,700.00	Philippine Stock Exchange
07/19/2007	39,990	PhP 2,699.11	Philippine Stock Exchange
07/20/2007	85,120	PhP 2,690.53	Philippine Stock Exchange
07/23/2007	84,594	US$59.75	New York Stock Exchange
07/23/2007	72,250	PhP 2,684.22	Philippine Stock Exchange
07/24/2007	129,101	US$59.16	New York Stock Exchange
07/24/2007	89,990	PhP 2,667.65	Philippine Stock Exchange
07/25/2007	128,401	US$58.78	New York Stock Exchange
07/25/2007	48,520	PhP 2,644.18	Philippine Stock Exchange
07/26/2007	128,520	US$57.62	New York Stock Exchange
07/26/2007	66,300	PhP 2,658.98	Philippine Stock Exchange
07/27/2007	111,984	US$57.27	New York Stock Exchange
07/27/2007	72,760	PhP 2,629.11	Philippine Stock Exchange
07/30/2007	130,038	US$57.65	New York Stock Exchange
07/30/2007	37,380	PhP 2,595.02	Philippine Stock Exchange
07/31/2007	130,848	US$57.96	New York Stock Exchange
07/31/2007	65,290	PhP 2,607.71	Philippine Stock Exchange

The aggregate purchase price for the open market purchases through the Philippine Stock Exchange was Php 2,430,255,345.91 for Third Additional DoCoMo PLDT Shares. The aggregate purchase price for the open market purchases through the New York Stock Exchange was US$65,865,641.68 for Third Additional DoCoMo PLDT Shares.

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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: August 1, 2007

	NTT DoCoMo, Inc.

	By:	/s/ Masayuki Hirata
	Name:	Masayuki Hirata
	Title:	Senior Executive Vice President and Chief Financial Officer

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