PSE Circular for Brokers No. 003-00

January 3, 2000 PSE CIRCULAR FOR BROKERS NO. 003-00 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. December 29, 1999 Date of Report (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 registrant as specified in its charter 5. Philippines 6. (SEC Use Only) Province, country or other jurisdiction or Industry Classification Code; Incorporation 7. Makati Avenue, Makati City, Philippines 1200 Address of principal office Postal Code 8. (632) 816-8714 Registrant's telephone number, including area code 9. Not applicable Former name of former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding 11. Indicate the item numbers reported herein: Item 9 In accordance with SEC disclosure requirements, we disclose that Philippine Long Distance Telephone Company ("PLDT') recently signed a Memorandum of Understanding with Smart Communications, Inc. ("SMART") which sets out the principal terms for the acquisition by PLDT of the local exchange carrier business ("LEC Business") of SMART. The proposed transaction will involve (a) the acquisition by PLDT of the (i) equipment, inventories, supplies, real property, leasehold rights and other tangible and intangible assets of SMART pertaining to the LEC Business, (ii) all rights and interests of SMART under its subscription contracts with its LEC subscribers, (iii) all rights and interests of SMART under the contracts of SMART with suppliers of equipment, networks and systems used in the LEC Business and (iv) all rights and interests of SMART under all permits, licenses and authorizations issued by governmental authorities for the operation by SMART of the LEC Business (collectively, the "Assigned Assets" and (b) the assumption by PLDT of the obligations and liabilities of SMART pertaining to the LEC Business, other than obligations or liabilities for borrowed money the "Assumed Obligations"). prcd The purchase price for the Assigned Assets shall be an amount equivalent to the net book value thereof as at 31 March 2000 or such later date as may be agreed upon by the parties, less the value ascribed to the Assumed Obligations. The transaction is subject to the execution of a definitive agreement, and closing thereof is subject to the satisfaction of conditions precedent to be agreed by the parties including without limitation, the closing of the acquisition of the outstanding shares of SMART by PLDT, and the procurement of all necessary approvals or consents from the relevant lenders, suppliers, third parties and governmental authorities. SIGNATURE Pursuant to the requirements of the Revised Securities Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. PHILIPPINE LONG DISTANCE TELEPHONE COMPANY (SGD.) MA. LOURDES C. RAUSA-CHAN Corporate Secretary