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 June 2008**
 

 

**Commission File Number 1-03006**

 

 

Philippine Long Distance Telephone Company
(Exact Name of Registrant asSpecified in Its Charter)

 

**Ramon****Cojuangco Building**

**Makati Avenue**

**Makati****City**

**Philippines**

(Address of principal executiveoffices)

 

 

(Indicate by check markwhether the registrant files or will file annual reports under cover Form 20-For Form 40-F.)

 

Form20-F      Ö                                  Form40-F

 

 

(Indicate by check markwhether by furnishing the information contained in this Form, the registrant isalso thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes                                                        No       Ö

 

 

(If "Yes" ismarked, indicate below the file number assigned to the registrant in connectionwith Rule 12g3-2(b): 82- ________ )
****
 

 

NOTE REGARDINGFORWARD-LOOKING STATEMENTS

 

Some information in this report may containforward-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 of1934.  We have based these forward-looking statements on our current beliefs,expectations and intentions as to facts, actions and events that will or mayoccur in the future.  Such statements generally are identified byforward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,”“expect,” “may,” “will” or other similar words.

A forward-looking statement may include astatement of the assumptions or bases underlying the forward-lookingstatement.  We have chosen these assumptions or bases in good faith.  Theseforward-looking statements are subject to risks, uncertainties and assumptions,some of which are beyond our control.  In addition, these forward-lookingstatements reflect our current views with respect to future events and are nota guarantee of future performance.  Actual results may differ materially frominformation contained in the forward-looking statements as a result of a numberof factors, including, without limitation, the risk factors set forth in“Item 3. Key Information – Risk Factors” in our annual report on Form 20-Ffor the fiscal year ended December 31, 2007.  You should also keep in mind thatany forward-looking statement made by us in this report or elsewhere speaksonly as at the date on which we made it.  New risks and uncertainties come upfrom time to time, and it is impossible for us to predict these events or howthey may affect us.  We have no duty to, and do not intend to, update or revisethe statements in this report after the date hereof.  In light of these risksand uncertainties, you should keep in mind that actual results may differmaterially from any forward-looking statement made in this report or elsewhere.

 
 

 

**EXHIBITS**
 

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

1

 

 

2

 

 

 

Copies of the disclosure letters we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission regarding the following:

 

cash dividend declaration on the Company’s Series V and VI Convertible Preferred Stock; 

 

election of directors of the Company;

 

election of officers of the Company; and

 

appointment of chairmen and members of the Audit Committee, Governance and Nomination Committee, Executive Compensation Committee and Technology Strategy Committee of the Board of Directors.

 

 

 

 

 

 

 

4

 

 

16

 

 

 

 

 

 

Exhibit1

** **

 

 

June 10, 2008

 

 

Philippine Stock Exchange

4/F Philippine Stock Exchange Center

Exchange Road, Ortigas Center

Pasig City

 

Attention:  Atty. Pete M.Malabanan

Head– Disclosure Department

 

Gentlemen:

 

            In compliancewith the disclosure requirements of the Philippine Stock Exchange, we advisethat during the meeting of the Board of Directors of our Company on June 10,2008, the following cash dividends were declared out of the unrestrictedretained earnings of the Company as of December 31, 2007:

 

1.        P4.675per outstanding share of the Company’s Series V Convertible Preferred Stock,for the quarter ending July 15, 2008, payable on July 15, 2008 to the holdersof record on June 26, 2008.

2.        US$.09925per outstanding share of the Company’s Series VI Convertible Preferred Stock,for the quarter ending July 15, 2008, payable on July 15, 2008 to the holdersof record on June 26, 2008.

 

            Thankyou.

 

 

 

 

Very truly yours,

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

Page 1 of 4

  

Exhibit1

 

COVER SHEET

 

 

P

W

-

5

5

 

SEC Registration No.

 

P

H

I

L

I

P

P

I

N

E

 

L

O

N

G

 

D

I

S

T

A

N

C

E

 

 

 

 

T

E

L

E

P

H

O

N

E

 

C

O

M

P

A

N

Y

 

 

 

 

(Company’s Full Name)

 

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

M

A

K

A

T

I

 

A

V

E.

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

(Business Address: No.Street/City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month

 

Day

 

FORM TYPE

 

Month

Day

 

 
Fiscal Year

 

Annual Meeting

 
 

C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

2,184,552

As of May 31, 2008

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

 

To be accomplished by SEC Personnelconcerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

 

STAMPS

   

 

 

 

Remarks: Please use blackink for scanning purposes

Page 2 of 4

    

Exhibit 1

 

SECURITIES AND EXCHANGECOMMISSION

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 10 June 2008

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number PW-55

 

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

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in its charter

 

5.         PHILIPPINES                                                6.____________(SEC Use Only)  

Province, country or other jurisdiction              IndustryClassification Code

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City             1200 

Address of principaloffice                                                    Postal Code

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code and Sections 4 and 8 of the Revised SecuritiesAct

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

 

Page 3 of 4

   

Exhibit1

 

11.       Item9 (Other Events)

 

Wedisclose that the Board of Directors of Philippine Long Distance TelephoneCompany (the “Company”), at its meeting held on June 10, 2008 declared, out ofthe unrestricted retained earnings of the Company as of December 31, 2007, thefollowing cash dividends:

 

1.     P4.675per outstanding share of the Company’s Series V Convertible Preferred Stock,for the quarter ending July 15, 2008, payable on July 15, 2008 to the holdersof record on June 26, 2008.

 

2.     US$.09925per outstanding share of the Company’s Series VI Convertible Preferred Stock,for the quarter ending July 15, 2008, payable on July 15, 2008 to the holdersof record on June 26, 2008.

 

 

Pursuant to the requirements of the Securities RegulationCode, the Company has duly caused this Report to be signed on its behalf by theundersigned hereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

June10, 2008

Page 4 of 4

   

 

Exhibit2

 

 

 
June 10, 2008
 

 

Philippine Stock Exchange

4th Floor PSE Center, Exchange Road

Ortigas Center, Pasig City

 

Attention:  Atty. Pete M. Malabanan 
Head – Disclosure Department
 

Gentlemen:

 

In compliance with Section 17.1 (b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-Cwith respect to certain discloseable events/information.            

 

This shallserve as the disclosure letter for the purpose of complying with PSE RevisedDisclosure Rules.

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

 

Page 1 of 16

    
Exhibit2

 

 

 
June 10, 2008
 

 

Securities and ExchangeCommission

SEC Building

EDSA, Mandaluyong City

 

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

 

Gentlemen:

 

In accordance with Section 17.1 (b) of the SecuritiesRegulation Code and SRC Rule 17.1, we submit herewith five (5) copies of SECForm 17-C with respect to certain discloseable events/information.           

 

Thankyou.

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

Page 2 of 16

    

Exhibit2

 

COVER SHEET

 

 

P

W

-

5

5

 

SEC Registration No.

 

P

H

I

L

I

P

P

I

N

E

 

L

O

N

G

 

D

I

S

T

A

N

C

E

 

 

 

 

T

E

L

E

P

H

O

N

E

 

C

O

M

P

A

N

Y

 

 

 

 

(Company’s Full Name)

 

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

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M

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K

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I

 

A

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E.

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

(Business Address: No.Street/City/Town/Province)

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8405

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month

 

Day

 

FORM TYPE

 

Month

Day

 

 
Fiscal Year

 

Annual Meeting

 
 

C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

2,184,552

As of May 31, 2008 

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

 

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

To be accomplished by SEC Personnelconcerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

 

STAMPS

   

 

 

 

 

Remarks: Please use blackink for scanning purposes

Page 3 of 16

    

Exhibit 2

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1,         10June 2008

Date of Report (Date of earliest event reported)

 

2.         SECIdentification Number PW-55

 

3.         BIRTax Identification No. 000-488-793

 

4.         PHILIPPINELONG DISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in its charter

 

5.         PHILIPPINES                                              6.____________(SEC Use Only)  

Province, country or other jurisdiction            IndustryClassification Code

of Incorporation

 

7.         Ramon Cojuangco Building, Makati Avenue, Makati City                       1200 

Address of principal office                                                                PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

11.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code and Sections 4 and 8 of the Revised SecuritiesAct

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

___________________________________________________________

___________________________________________________________

___________________________________________________________

 

Page 4 of 16

    

Exhibit 2

 

11.       Item 4 (Election of Directors and Officers)and Item 9 (Other Events)

 

We disclose the following:

 

1.     At the Annual Meeting of Stockholders ofPhilippine Long Distance Telephone Company (the “Company”) held on June 10,2008, the following persons were elected as directors, four (4) of whom areindependent directors, of the Company for the ensuing corporate year:

 

HelenY. Dee

RayC. Espinosa

TatsuKono

NapoleonL. Nazareno

BienvenidoF. Nebres          -         Independent Director

TakashiOoi

ManuelV. Pangilinan

CorazonS. de la Paz-Bernardo

Ma. Lourdes C. Rausa-Chan

OscarS. Reyes                     -         Independent Director

AlbertF. del Rosario

PedroE. Roxas                     -         Independent Director

AlfredV. Ty                            -         Independent Director

 

Attached are copies ofthe Certifications executed by Messrs. Bienvenido F. Nebres, Oscar S. Reyes,Pedro E. Roxas and Alfred V. Ty in connection with their election asindependent directors of the Company.

 

2.     At the meeting ofthe Board of Directors of the Company that immediately followed the adjournmentof the said Annual Meeting of Stockholders:

 

(a)   The following persons were elected to the positionsindicated opposite their respective names:

Manuel V. Pangilinan

Napoleon L. Nazareno        

Maria Lourdes C. Rausa-Chan

 

 

Anabelle L. Chua

Rene G. Bañez

George N. Lim

Claro Carmelo P. Ramirez

Victorico P. Vargas

Alfredo S. Panlilio

Ernesto R. Alberto

 

 | 
Page 5 of 16

   
  

 

Exhibit 2

 

Menardo G. Jimenez, Jr.

Jun R. Florencio

Florentino D. Mabasa, Jr.

 

Celso T. Dimarucut

Emiliano R. Tanchico, Jr.

Ricardo M. Sison

Miguela F. Villanueva

Cesar M. Enriquez

Raymond S. Relucio

Richard N. Ferrer

Nerissa S. Ramos

Ramon Alger P. Obias

Alfredo B. Carrera

Leo I. Posadas

June Cheryl Cabal-Furigay

Danny Y. Yu

Mario C. Encarnacion

Ma. Luz Natividad A. Lim

Jesus M. Tañedo

Ricardo C. Rodriguez

Arnel S. Crisostomo

Rebecca Jeanine R. De Guzman

Jose Antonio T. Valdez

Emeraldo L. Hernandez

Joseph Nelson M. Ladaban

Roberto G. Pador

Lilibeth F. Pasa

Enrique S. Pascual, Jr.

Jose Lauro G. Pelayo             

Genaro C. Sanchez

Jose A. Apelo

Ma. Josefina T. Gorres

Emmanuel B. Ocumen

Gerardo C. Peña

Alejandro C. Fabian

Elisa B. Gesalta

Ma. Criselda B. Guhit

Oliver Carlos G. Odulio

Ana Maria A. Sotto

Julieta S. Tañeca

Melissa V. Vergel de Dios

Marco Alejandro T. Borlongan

Amihan E. Crooc

Katrina Luna-Abelarde

Page 6 of 16

   
-

-

-

 

 

-

-

-

-

-

-

-

 

 

 

 

 

-

-

-

 

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

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-

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-

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-

-

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-

-

 

Chairman of the Board

President & Chief Executive Officer

Senior Vice President, Corporate

Secretary, General Counsel and

Chief Governance Officer

Senior Vice President and Treasurer

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

 

 

 

 

 

Senior Vice President

Senior Vice President

First Vice President and Assistant

       Corporate Secretary

First Vice President 

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

First Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President 

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

 

Exhibit 2

 

 

 

(b)   Thefollowing were appointed members of the Advisory Board/Committee:

 

Roberto R. Romulo

Benny S. Santoso

Orlando B. Vea

Christopher H. Young

Ricardo R. Zarate

 

 

(c)    The following were appointedChairmen, Members and Advisors of the Audit Committee, Governance andNomination Committee, Executive Compensation Committee and Technology StrategyCommittee:

 

Audit Committee

 

Rev. Fr.  Bienvenido F. Nebres,S.J., Chairman

OscarS. Reyes, Member

PedroE. Roxas, Member

CorazonS. de la Paz-Bernardo, Advisor

RobertoR. Romulo, Advisor

TatsuKono, Advisor

 

 

Governance and Nomination Committee

 

Manuel V. Pangilinan, Chairman

Tatsu Kono, Member

Rev. Fr. Bienvenido F. Nebres, S.J.,Member

Oscar S. Reyes, Member

Alfred V. Ty, Member 

Ma. Lourdes C. Rausa-Chan,Non-voting member

Victorico P. Vargas, Non-votingMember

 

 

Executive Compensation Committee

 

Albert F. del Rosario, Chairman

OscarS. Reyes, Member

PedroE. Roxas, Member

AlfredV. Ty, Member

TatsuKono, Member

VictoricoP. Vargas, Non-voting Member

 

Page 7 of 16

   

Exhibit 2

 

 

TechnologyStrategy Committee

 

Manuel V. Pangilinan, Chairman

Napoleon L. Nazareno, Member

Ray C. Espinosa, Member    

Oscar S. Reyes, Member

Tatsu Kono, Member

Orlando B. Vea, Member

 

All the membersincluding the Chairman of the Audit Committee are Independent Directors.Majority of the voting members of the Governance and Nomination Committee,namely, Rev. Fr. Bienvenido F. Nebres, Mr. Oscar S. Reyes and Mr. Alfred V. Tyare Independent Directors.  Majority of the voting members of the ExecutiveCompensation Committee, namely, Messrs. Oscar S. Reyes, Pedro E. Roxas andAlfred V. Ty are Independent Directors.  One member, Mr. Oscar S. Reyes, of theTechnology Strategy Committee is an Independent Director.

 

 

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:

/s/ Ma. Lourdes C. Rausa-Chan

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

Corporate Secretary

 

 

 

June 10, 2008

Page 8 of 16

   

Exhibit2

** **

**CERTIFICATION OF NOMINEES IDENTIFIEDAS**

**INDEPENDENT DIRECTOR**

 

 

            I, **BIENVENIDOF. NEBRES, S.J.**, Filipino, of legal age and a resident of Jesuit Residence,Ateneo de Manila University, Loyola Heights, Q.C., after having been duly swornto in accordance with law do hereby declare that:

 
- I am a nominee identified as independent director of Philippine Long Distance Telephone Company (PLDT).

 
- I am affiliated with the following companies or organizations:

 

**Company/Organization**

**Position/Relationship**

**Period of Service**

Asian Institute of Management

Vice Chair, Board of Trustees

1993 – present

Assumption College

Member, Board of Trustees

1994 – present

Ateneo de Manila University

President/Member, Board of

Trustees

1993 – present

Georgetown University

Member, Board of Trustees

2003 – present

Manila Observatory 

Member, Board of Trustees

1998 – present

Philippine Institute of Pure and

Applied Chemistry

Member, Board of Trustees

2000 – present

Regis University

Member, Board of Trustees

2000 – present

Sacred Hear School – Jesuit

Cebu City

Member, Board of Trustees

1983 – present

Stonyhurst School

Chairman, Board of Trustees

1998 – present

 
- I am not a securities broker-dealer, i.e., I do not hold any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Philippine Stock Exchange, associated person or salesman, and an authorized clerk of the broker or dealer.

 
- I possess all the qualifications and none of the disqualifications to serve as an Independent Director of PLDT, as provided for in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations.

 
- If elected, I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code.

 
- I shall inform the corporate secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.  

Page 9 of 16

    

Exhibit 1

 

 

Done,this 4th day of June, 2008 at Quezon City.

 

 

 

(original signed)

**BIENVENIDOF. NEBRES, S.J.**

Affiant

 

            SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of Quezon this 4th day of June, 2008.  The affiant, whom I identified through thefollowing competent evidence of identity: Community Tax Certificate No.16309190, issued on January 16, 2008, in Quezon City, personally signed theforegoing instrument before me and avowed under penalty of law to the wholetruth of the contents of said instrument.

 

 

WITNESSMY HAND AND SEAL on the date and at the place first abovementioned.

 

 

 

(originalsigned)

AlsonS. Garcia

NotaryPublic

UntilDec. 2009

PTR# 7084572/Roll # 52248

 

 

 

Doc. No. 508

Page No. 102

Book No. 1

Series of 2008.

 

 

Page 10 of 16

  ** **

Exhibit2

 

**CERTIFICATION OF INDEPENDENTDIRECTOR**

 

 

            I, **OSCARS. REYES**, Filipino, of legal age and a resident of Unit 6 Kasiyahan Homes,58 McKinley Road, Forbes Park, Makati City, after having been duly sworn to inaccordance with law do hereby declare that:

 
- I am a nominee identified as independent director of Philippine Long Distance Telephone Company (PLDT).

 
- I am affiliated with the following companies or organizations:

 

**Company/Organization**

**Position/**

**Relationship**

**Period of Service**

Manila Water Company

Director

2005 – present

Bank of the Philippine Island

Director

2003 - present

Sun Life of Canada Phils. Inc.

Director

2004 – present

Sun Life Financial Plans Inc.

Director

2006

Tower Club Inc.

Director

2004 - present

SMART Communications Inc.

Director

2006

Link Edge Inc.

Chairman

2002 – present

CEO’s Inc.

Director

2002 – present

Global Resources for Outsourced Workers (GROW)

Director

2003 – present

Mindoro Resources Ltd.

Director

2003 – present

First Philippine Electric Company 

Director

2003 – present

Sun Life Prosperity Dollar Abundance Fund, Inc.

Director

2003 – present

Sun Life Prosperity Dollar Advantage Fund, Inc.

Director

2003 – present

Basic Energy Corporation

Director

2007 – present

Petrolift Inc.

Director

2007 – present

Pepsi Cola Products Philippines Inc.

Director

2007 – present

MRL Gold Philippines Inc.

Chairman

2008

 
- I am not a securities broker-dealer, i.e., I do not hold any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Philippine Stock Exchange, associated person or salesman, and an authorized clerk of the broker or dealer.

 
- I possess all the qualifications and none of the disqualifications to serve as an Independent Director of PLDT, as provided for in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations.

 
- If elected, I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code.

Page 11 of 16

    

Exhibit 2

 
- I shall inform the corporate secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.  

 

Done,this 29th day of May, 2008 at Makati City.

 

 

 

(original signed)

**OSCAR S. REYES**

Affiant

 

            SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of 3rdday of June, 2008.  The affiant, whom I identified through the followingcompetent evidence of identity: Philippine Driver’s License No. N17-65-003836,expiring on April 18, 2010, personally signed the foregoing instrument beforeme and avowed under penalty of law to the whole truth of the contents of saidinstrument.

 

 

WITNESSMY HAND AND SEAL on the date and at the place first abovementioned.

 

 

 

(originalsigned)

RamonQuintin Claudio C. Allado

NotaryPublic for Makati City

AppointmentNo. M-06 (2008-2009)

Until31 December 2009

PTRNo. 0986103/1-3/08/Makati

IBPNo. 7303861/1-2/08/Rizal

RollNo. 50274

 

 

 

Doc. No. 181

Page No.  38

Book No.  I

Series of 2008.

 

 

Page 12 of 16

  ** **

Exhibit2

 

**CERTIFICATION OF INDEPENDENTDIRECTORS**

 

 

            I, **PEDROE. ROXAS**, Filipino, of legal age and a resident of Makati City, afterhaving been duly sworn to in accordance with law do hereby declare that:

 
- I am a nominee identified as independent director of Philippine Long Distance Telephone Company (PLDT).

 
- I am affiliated with the following companies or organizations:

 

**Company/Organization**

**Position/Relationship**

**Period of Service**

Roxas Holdings, Inc.

Chairman/CEO

13 years

CADP Group Corp.

Exec. Chairman

13 years

Roxas & Co., Inc.

President

5 years

Roxaco Land Corp.

President

20 years

BDO Private Bank

Director

7 years

Batangas Assets Corp.

Chairman

9 years

Club Punta Fuego

Chairman

11 years

Hawaiian-Phil. Co.

Chairman

5 years

 
- I am not a securities broker-dealer, i.e., I do not hold any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Philippine Stock Exchange, associated person or salesman, and an authorized clerk of the broker or dealer.

 
- I possess all the qualifications and none of the disqualifications to serve as an Independent Director of PLDT, as provided for in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations.

 
- If elected, I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code.

 
- I shall inform the corporate secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.  

 

Done,this 29th day of May, 2008 at Makati City.

 

 

 

(original signed)

**PEDRO E. ROXAS**

Affiant

Page 13 of 16

   

 

Exhibit 2

 

 

            SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of Makati this 2nd day of June, 2008.  The affiant, whom I identified through thefollowing competent evidence of identity: Driver’s License No. NII-77-003-593,valid until March 19, 2009, personally signed the foregoing instrument beforeme and avowed under penalty of law to the whole truth of the contents of saidinstrument.

 

 

WITNESSMY HAND AND SEAL on the date and at the place first abovementioned.

 

 

 

(original signed)

Abner Tito L. Alberto

Notary Public for the City of Makati

Until December 31, 2008

Notarial Appointment No. 117

Roll of Attorneys No. 38834

IBP Lifetime Roll No. 02359 – May 9,2001

PTR No. 0011679 – 01/09/2008

9/F MGO Bldg.,Dela Rosa St.

Legaspi Village, Makati City, Metro Manila

 

 

 

Doc. No. 002

Page No. 2

Book No. 2

Series of 2008.

 

 

Page 14 of 16

  ** **

Exhibit2

 

**CERTIFICATION OF INDEPENDENTDIRECTOR**

 

 

            I, **ALFREDV. TY**, Filipino, of legal age and a resident of 16F GT Tower, 6813 Ayala Avenue corner H.V. dela Costa Street, Makati City, after having been duly swornto in accordance with law do hereby declare that:

 
- I am an independent director of Philippine Long Distance Telephone Company (PLDT).

 
- I am affiliated with the following companies or organizations:

 

**Company/Organization**

**Position/Relationship**

**Period of Service**

Toyota Motor Phils. Corp.

Vice-Chairman

1992 – present

Federal Land, Inc.

President

1997 – present

Asia Pacific Top Mgt. Int’l.

Resources, Corp. (Marco 

Polo Plaza Cebu)

Chairman

2005 – present

Global Business Power Corp.

Director

2006 – present

Metrobank

Corporate Secretary

2002 – present

Metrobank Foundation, Inc.

Corporate Secretary

1996 – present

South Pacific Land (Nanjing)

Director

2000 – present

 
- I am not a securities broker-dealer, i.e., I do not hold any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Philippine Stock Exchange, associated person or salesman, and an authorized clerk of the broker or dealer.

 
- I possess all the qualifications and none of the disqualifications to serve as an Independent Director of PLDT, as provided for in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations.

 
- If elected, I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code.

 
- I shall inform the corporate secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.  

 

Done,this 30th day of May, 2008 at Makati City.

 

 

(original signed)

**ALFRED V. TY**

Affiant

Page 15 of 16

   

 

Exhibit 2

 

 

            SUBSCRIBEDAND SWORN to before me, a notary public in and for the City of Makati this 30th day of May, 2008.  The affiant, whom I identified through thefollowing competent evidence of identity: Driver’s License No. N17-85-0220713,expiring on August 2, 2008, personally signed the foregoing instrument beforeme and avowed under penalty of law to the whole truth of the contents of saidinstrument.

 

 

WITNESSMY HAND AND SEAL on the date and at the place first abovementioned.

 

 

 

(originalsigned)

SergreMario C. Iyog

NotaryPublic

UntilDecember 31, 2009

PTR#0999093;1/10/08; Makati City

IBP#736805; 1/09/08; Makati City

RollNo. 32693 (p.259, Bk. 15)

 

 

 

Doc. No. 276

Page No. 56

Book No. 69

Series of 2008.

 

 

Page 16 of 16

    

 Signatures

 

 

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

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

By        :     /s/ Ma. Lourdes C. Rausa-Chan 

Name  :     Ma. Lourdes C. Rausa-Chan

Title     :     Senior Vice President, Corporate

                  Affairs and Legal Services Head 

                  and Corporate Secretary

 

 

 

 

Date:June 10, 2008