December 21, 2006
Via U.S. Mail and Facsimile (011-632-810-7138)
Ma. Lourdes C. Rausa-Chan
Senior Vice President, Corporate Affairs and
Legal Services Head and Corporate Secretary
Philippine Long Distance Telephone Company
Ramon Cojuangco Building, Makati Avenue
Makati City, Philippines
Re: Philippine Long Distance Telephone Company
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed June 29, 2006
File No. 1-03006
Dear Ms. Rausa-Chan:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2005 to disclosure relating to your
contacts
with a country that has been identified as a state sponsor of
terrorism, and we have the following comments. Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues. At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. The disclosure in the Form 20-F under "Business" - "Cellular
Service" - "Rates and Discounts" identifies Cuba as one of the
destinations all Smart subscribers may dial directly. The
"Products
and Services" section of your website provides, under "Customer
Service," international direct distance dialing country codes for
countries including Cuba, Iran, North Korea, Sudan and Syria.
Each
of these five countries is identified as a state sponsor of
terrorism
by the U.S. State Department, and is subject to U.S. economic
sanctions and export controls. Your Form 20-F includes no other
information regarding contacts with Cuba, and no information
regarding contacts with any other of these countries.
Please clarify for us whether you and/or your subsidiaries provide
subscribers with direct dial or other access to Iran, North Korea,
Sudan and Syria, as well as Cuba. Describe to us the nature and
extent of your past, current, and anticipated contacts with each
of
these countries, whether through subsidiaries or other direct or
indirect arrangements. Your response should describe any
agreements,
commercial arrangements or other contacts with the governments of
these countries or entities controlled by their governments.
2. Please discuss the materiality of the business activities or
other
contacts described in response to the foregoing comment, and
whether
they constitute a material investment risk for your security
holders.
You should address materiality in quantitative terms, including
the
dollar amounts of any associated revenues, assets, and liabilities
for the last three complete fiscal years and any fractional period
thereafter. Please also address materiality in terms of
qualitative
factors that a reasonable investor would deem important in making
an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism. The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism. The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries. California, Connecticut, Illinois, Maine, Oregon and
New
Jersey have adopted, and other states are considering, legislation
prohibiting the investment of certain state assets in, and/or
requiring the divestment of certain state assets from, companies
that
do business with Sudan. Harvard University, Stanford University,
Yale University, the University of California and other academic
institutions have adopted policies prohibiting investment in,
and/or
requiring divestment from, companies that do business with Sudan.
Florida requires issuers to disclose in their prospectuses any
business contacts with Cuba or persons located in Cuba. Your
materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Iran, North
Korea, Sudan and Syria.
Your qualitative materiality analysis also should address whether,
and the extent to which, the governments of the referenced
countries,
or entities controlled by those governments, receive cash or act
as
intermediaries in connection with your operations.
* * * * *
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comments. Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review. You may also contact me at (202) 551-
3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Larry Spirgel
Assistant Director
Division of Corporation Finance
Terry French
Accounting Branch Chief
Division of Corporation Finance
Ma. Lourdes C. Rausa-Chan
Philippine Long Distance Telephone Company
December 21, 2006
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