SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 6 -K

 

REPORT OF FOREIGNPRIVATE ISSUER

PURSUANT TO RULE13a-16 or 15d-16 OF

THE SECURITIESEXCHANGE ACT OF  1934

 

Reporton Form 6-K dated June 28, 2005

(Commission FileNo. 1-15024)

 

 

PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

(Name ofRegistrant)

 

Ramon CojuangcoBuilding

Makati Avenue,Makati City

Philippines     0721

(Address ofPrincipal Executive Officers)

 

 

Indicate by checkmark whether the registrant files or will file annual reports under cover ofForm 20-F or Form 40-F:

 

| Form 20-F:  y | Form 40-F:  o |
|---------------|---------------|

 

Indicate by checkmark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101 (b) (1):

 

| Yes:  o | No:  y |
|---------|--------|

 

Indicate by checkmark if the registrant is submitting the Form 6-K in paper as permitted byRegulation by Regulation S-T Rule 101 (b) (7):

 

| Yes:  o | No:  y |
|---------|--------|

 

Indicate by checkmark whether the registrant by furnishing the information contained in thisform is also thereby furnishing the information to the Commission pursuant toRule 12g3-2(b) under the Securities Exchange Act of 1934:

 

| Yes:  o | No:  y |
|---------|--------|

 

 

 

 

 

 

 

 

 

 

 

 

 

Enclosure:

 

 

 

A copy of thedisclosure letter we sent today to the Philippine Stock Exchange and theSecurities and Exchange Commission in connection with the amendments to theBy-Laws of Philippine Long Distance Telephone Company.

Security Code # CM-040
 

 

 

 

 

 

June 28, 2005
 

 

Philippine Stock Exchange

Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Ms.Jurisita M. Quintos
SVP, Operations Group
 

Gentlemen:

 

In compliancewith Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, wesubmit herewith a copy of SEC Form 17-C in connection with the amendments tothe By-Laws of Philippine Long Distance Telephone Company.

** **

This shall also serve asthe disclosure letter for the purpose of complying with the PSE RevisedDisclosure Rules.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

 

 

**MA. LOURDES C. RAUSA-CHAN**
Corporate Secretary

 
 
 
 
 
 
 
 
June 28, 2005
 

 

Securities and Exchange Commission

SEC Building

EDSA, Mandaluyong City

 

Attention:  Atty.Justina F. Callangan
  Director,Corporation Finance Department

 

Gentlemen:

 

In accordancewith Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, wesubmit herewith five (5) copies of SEC Form 17-C in connection with theamendments to the By-Laws of Philippine Long Distance Telephone Company.

 

 

 

Very truly yours,

 

**PHILIPPINE LONG DISTANCE TELEPHONE COMPANY**
 

 

 

 

**MA. LOURDES C. RAUSA-CHAN**
Corporate Secretary

 

 

COVER SHEET

 

P

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S.E.C.Registration No.

 

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(Company’s FullName)

 

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(BusinessAddress: No. Street City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

814-3552

Contact Person                                                                 CompanyTelephone Number

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month    Day                                    FORMTYPE                                         Month    Day   

 Fiscal Year                                                                                                 AnnualMeeting

 

C

F

D

 

N/A

Dept. Requiring thisDoc.Amended Articles 

                                                                                                                                Number/Section

                                                                                                TotalAmount of Borrowings

2,197,337

As of May 31, 2005

 

N/A

 

 

N/A

Total No. of Stockholders                                         Domestic                                  Foreign

--------------------------------------------------------------------------------------------------------------

To be accomplished bySEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

         File Number                                                       ____________________________

LCU

 

 

 

 

 

 

 

 

 

 

       Document  I.D.                                                     ____________________________

Cashier

 

 

STAMPS
 

Remarks: Pleaseuse black ink for scanning purposes.

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

** **

SEC FORM 17-C UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 28 June 2005

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number PW-55

 

3.                 BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINELONG DISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in itscharter

 

5.         PHILIPPINES                                                  6._____________ (SEC Use Only)  

Province, country or other jurisdiction                IndustryClassification Code

of Incorporation

 

7.         RamonCojuangco Building, Makati Avenue, Makati City                       1200 

Addressof principal office                                                                PostalCode

 

8.         (632)814-3664 

Issuer'stelephone number, including area code
 

9.         NotApplicable 

Former name or former address, if changed since last report

 

10.             Securities registered pursuant to Sections 8 and 12of the Securities Regulation Code and Sections 4 and 8 of the RevisedSecurities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

 

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

 

11.       Item9 (Other Events)

 

 

At its meeting held on June 28, 2005, the Board ofDirectors of Philippine Long Distance Telephone Company (the “Company”),exercising its own power and the authority to amend the Company’s By-Laws dulydelegated to it by the stockholders of the Company, authorized and approved theamendments to Article XI (Independent Auditor) of the Company’s By-Laws.

 

Article XI, with the amendments thereto underscored,is quoted below:

 

ARTICLE XI

INDEPENDENT AUDITOR
 

*           Section 1.  The Audit Committee constitutedby the Board of Directors shall be directly responsible for the appointment,retention, removal or termination of engagement and oversight of theIndependent Auditor, including resolving disagreements between managementand the Independent Auditor regarding financial reporting and approving allaudit engagement fees and terms.

(Amendedon June 28, 2005)

 

*           Section 2.   At the regular meeting of theAudit Committee immediately preceding the annual meeting of the stockholders ofthe corporation, the Audit Committee shall appoint the Independent Auditor.  Incase of resignation, removal or termination of engagement of the IndependentAuditor, the Audit Committee shall, as soon as practicable, select and appointa replacement.

(*Newprovision adopted on June 28, 2005)

 

*           Section 3.   The Independent Auditor orthe lead, engagement or coordinating audit partner having the primaryresponsibility for the audit or reviewing the audit of the corporation’sfinancial accounts shall be rotated after five (5) years of service (with timeof service counted from January 1, 2003) for a time out period of at least five(5) years.

(*Newprovision adopted on June 28, 2005)

 

*           Section 4.  The Independent Auditor shallreport directly to the Audit Committee.

(*New provision adopted on June 28, 2005)

 

 

The amendments to the By-Laws shall take effect uponapproval by the Securities and Exchange Commission of the Amended By-Laws.

 

Pursuant to therequirements of the Securities Regulation Code, the Company has duly causedthis Report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY
 

 

By:

 

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

June 28, 2005
****
 

SIGNATURES

 

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hadduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE TELEPHONECOMPANY

 

 

 

 

By:  MA. LOURDESC. RAUSA-CHAN

CorporateSecretary

 

 

 

Date:  June 28,2005