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

September 15, 1999 PSE CIRCULAR FOR BROKERS NO. 2305-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 AND RSA RULE 11(a)-l(b)(3) THEREUNDER 1. September 9, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 21817 3. BIR Tax Identification No. 321-000-530-631 4. PHILIPPINE TELEGRAPH AND TELEPHONE CORP. (PT&T) Exact name of registrant as specified in its charter 5. METRO, MANILA, PHILIPPINES province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code 7. SCC Bldg., 106 C. Palanca Jr., St., Legaspi Village, Makati City 1229 Address of principal office Postal Code 8. 632 / 818-0511 to 25 Registrant's telephone number, including area code 9. N/A Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock Title of Each Class Outstanding and Amount of Debt Outstanding Common Stock, P1.00 par value 799,998,728 11. Indicate the item numbers reported herein: Item 9: Other Events OTHER EVENTS In a meeting with the creditors last July 7, 1999 and in response to the creditor's "Agreement to Restructure" draft proposal, the Company offered a plan which among others, proposed a repayment of the restructured debt over 9 years; conversion by the creditors of the Company's unpaid interest since the start of the standstill into equity at a pre-determined valuation; as well as the formation of a 5-member Management Restructuring Committee (or MRC). The creditors formed a 4-member Working Group with high level representation in order to expedite the restructuring process. The Working group drafted a Memorandum of Understanding (MOU) which was subsequently cleared with creditors and presented to PT&T last August 31. The MOU will establish a 4-member MRC composed of 2 regular members from the Company and 2 regular members designated by the creditors. The MOU likewise outlines the MRC's objectives, eventually leading to a recommendation of an acceptable restructuring plan within 60 days. By mutual agreement, the Company and its financial advisor, Buenaventura Filamor Echauz (BFE) decided not to extend the latter's one year advisory contract which expired last August 27, 1999. The execution by concerned parties of the aforesaid MOU is expected shortly. The Company has requested certain creditors to hold any legal action pending outcome of the MRC evaluation of the proposed restructuring plan. 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 hereunto duly authorized. PHILIPPINE TELEGRAPH & TELEPHONE CORP. Registrant (SGD.) GERARDO R. DE LEON SVP- Finance