UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATEFILING

 

SEC File Number:001-03006

 

| (Check one) | [ ] Form 10-K   [x] Form 20-F   [ ] Form 11-K |
|-------------|-----------------------------------------------|
|        | [ ] Form 10-Q   [ ] Form N-SAR [ ] Form N-CSR |

 

For Period Ended: December 31, 2002

 

[ ] Transition Report on Form 10-K and Form 10-KSB

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q and Form 10-QSB

[ ] Transition Report on Form N-SAR

For the Transition Period Ended.

 

 

Read Attached Instruction Before Preparing Form, PleasePrint or Type.

 

Nothing in this form shall be construed to imply that theCommission has verified any information contained herein.

 

 

If the notificationrelates to a portion of the filing checked above,

identify the item(s)to which the notification relates: N/A

 

 

 

PART I – REGISTRANT INFORMATION

 

 

 

| Full name of registrant: | Philippine Long Distance Telephone Company (“PLDT”) |
|--------------------------|---------------------------------------------------------------|

 

 

 

| Former name if applicable: | N/A |
|----------------------------|-----|

 

 

 

| Address of principal executive office: | Ramon Cojuangco Building, Makati Avenue, Makati City, Philippines |
|----------------------------------------|-------------------------------------------------------------------|

 

 

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed withoutunreasonable effort or expense

and the registrant seeks relief pursuant to Rule 12b-25(b),the following should

be completed. (Check box if appropriate)

 

|   | (a)               The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

                                                                                                                                                                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [x]    | (b)              The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

  |
|   | (c)                The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.                                                                                                                                                                                                                                                                                                       |

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K,10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not befiled within the prescribed time period.

 

The process with regard to the reconciliation of PLDT’sfinancial statements under Philippine generally accepted accounting principles(“Philippine GAAP”) to United States generally accepted accounting principlesand the review of the Annual Report on Form 20-F by PLDT’s independent auditorsis not yet complete and is still ongoing. The reasons the process could not becompleted by June 30, 2003 could not be eliminated without unreasonable effortor expense. PLDT currently believes that this process will be completed before July 15, 2003 and that it will file its Annual Report on Form 20-F in respect of the yearended December 31, 2002 on or prior to July 15, 2003.

 

PART IV – OTHER INFORMATION

 

Name and telephone number of person to contact in regard tothis notification.

 

| Anabelle Lim-Chua | (632)       | 844-9098           |
|-------------------|-------------|--------------------|
| (Name)            | (Area Code) | (Telephone Number) |

 

Have all other periodic reports required under Section 13 or15(d) of the Securities Exchange Act of 1934 or Section 30 of the InvestmentCompany Act of 1940 during the preceding 12 months or for such shorter periodthat the registrant was required to file such report(s) been filed? If answeris no, identify report(s).  [x] Yes   [ ] No

 

Is it anticipated that any significant change in results ofoperations from the corresponding period for the last fiscal year will bereflected by the earnings statements to be included in the subject report orportion thereof? [x] Yes   [ ] No

 

If so, attach an explanation of the anticipated change, bothnarratively and quantitatively, and, if appropriate, state the reasons why areasonable estimate of the results cannot be made.

 

A quantitative comparison of PLDT’s results of operationunder Philippine GAAP for the year ended December 31, 2002 as compared to theyear ended December 31, 2001 is set forth in the financial statements furnishedto the United States Securities and Exchange Commission (“US SEC”) under coverof Form 6-K on June 10, 2003, which is incorporated by reference herein.  Anarrative explanation of the changes in results of operations for the yearended December 31, 2002 as compared to the year ended December 31, 2001 isincluded in the section entitled “Results of Operations” included in ourCurrent Report on Form 17-C filed with the Philippine Securities and ExchangeCommission and furnished to the US SEC under cover of Form 6-K on March 25,2003, which section is incorporated herein by reference.  We anticipate thatour narrative explanation of such changes to be included in our Annual Reporton Form 20-F will be substantially the same as that included in the March 25,2003 Form 6-K.

 

Philippine Long Distance Telephone Company

 

 

(Name of Registrantas Specified in Charter)

 

has caused this notification to be signed on its behalf bythe undersigned hereunto duly authorized.

 

| Date:  June 30, 2003 | By:    | /s/    | Anabelle Lim-Chua                                   |
|----------------------|--------|--------|-----------------------------------------------------|
|                 |   |   | ANABELLE LIM-CHUA

Senior vice-President, Treasurer |