SC TO-T/A
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer
Statement
Under Section 14(d)(1) or
13(e)(3) of the Securities Exchange Act of 1934
(AMENDMENT
NO. 10)
COMPAÑÍA DE
TELECOMUNICACIONES DE CHILE S.A.
(Name of Subject
Company)
INVERSIONES TELEFÓNICA
INTERNACIONAL HOLDING LIMITADA
TELEFÓNICA, S.A.
(Names of Filing
Persons)
American Depositary Shares
(Each Representing 4 Shares of Series A Common
Stock, no par value)
(Title of Class of
Securities)
204449300
(CUSIP Number of Class of
Securities)
Shares of Series A Common Stock, no par value, and
Shares of Series B Common Stock, no par value
(Title of Class of
Securities)
n/a
(CUSIP Number of Class of
Securities)
Marcía García-Legaz Ponce
Head of Investor Relations
Distrito C, Ronda de la Comunicación, s/n
28050 Madrid, Spain
Tel. 011 34 91 482 870
(Name, Address and Telephone
Number of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
Stephen G. Rooney, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York
10019-6092
(212) 259-8000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)(3)
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$374,129,535.01
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$14,703.29
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(1)
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Estimated solely for the purpose of
determining the filing fee. The transaction valuation is
calculated by adding (A) the product of
(x) 180,702,226 (which is the sum of the number of
Compañía de Telecomunicaciones de Chile S.A.
Series A Shares represented by American Depositary Shares,
each representing 4 Series A Shares, and an estimate
of the maximum number of Series A Shares held by
U.S. Holders) times (y) the purchase price of Ch$1,100
per Series A Share, net in cash, converted to U.S. dollars
using an exchange rate of Ch$532.42 to U.S.$1.00, the Observed
Exchange Rate (as defined in the Offer to Purchase) as of
September 16, 2008 and (B) the product of
(x) 425,857 (which is the estimate of the maximum number of
Compañía de Telecomunicaciones de Chile S.A.
Series B Shares held by U.S. Holders) times
(y) the purchase price of Ch$990 per Series B Share,
net in cash, converted to U.S. dollars using an exchange rate of
Ch$532.42 to U.S.$1.00, the Observed Exchange Rate as of
September 16, 2008.
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(2)
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The amount of the filing fee,
calculated in accordance with
Rule 0-11(d)
of the Securities Exchange Act of 1934, as amended, equals
0.00003930 of the transaction valuation.
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Check the box if any part of the fee is offset as provided by
Rule 0-11
(a) (2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously Paid: $13,366.63
Filing Party: Inversiones Telefónica Internacional Holding
Limitada Telefónica, S.A.
Filing:
Schedule TO/13e-3
filed on September 17, 2008
Amount Previously Paid: $1,336.66
Filing Party: Inversiones Telefónica Internacional Holding
Limitada Telefónica, S.A.
Filing: Amendment No. 8 to
Schedule TO/13e-3
filed on October 21, 2008
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
This Amendment No. 10 (this “Amendment”) amends
and supplements the Tender Offer Statement on Schedule TO
and
Schedule 13E-3
Transaction Statement originally filed with the Securities and
Exchange Commission (the “SEC”) on September 17,
2008, as amended by Amendment No. 1 filed on
September 17, 2008, Amendment No. 2 filed on
September 19, 2008, Amendment No. 3 filed on
September 22, 2008, Amendment No. 4 filed on
September 24, 2008, Amendment No. 5 filed on
October 1, 2008, Amendment No. 6 filed on
October 6, 2008, Amendment No. 7 filed on
October 14, 2008, Amendment No. 8 filed on
October 22, 2008 and Amendment No. 9 filed on
October 27, 2008 (as amended, the
“Schedule TO”), relating to the Offer by
Telefónica, S.A., a publicly held stock corporation
organized and existing under the laws of the Kingdom of Spain
(“Telefónica”), and Inversiones Telefónica
Internacional Holding Limitada, a limited liability company
(sociedad de responsabilidad limitada) organized and
existing under the laws of the Republic of Chile and indirectly
owned by Telefónica (“Purchaser” and, together
with Telefónica, the “Bidders”), to purchase any
and all of the outstanding shares of Series A common stock,
no par value (the “Series A Shares”) at an
increased price of Ch$1,100 per Series A Share, and
Series B common stock, no par value (the
“Series B Shares” and, together with the
Series A Shares, the “Shares”) at an increased
price of Ch$990 per Series B Share, of Compañía
de Telecomunicaciones de Chile S.A., a publicly traded stock
corporation organized and existing under the laws of the
Republic of Chile (the “Company”), other than Shares
currently owned by Telefónica Internacional Chile S.A., a
corporation organized and existing under the laws of the
Republic of Chile and indirectly wholly owned by Telefónica
(“TICSA”), and any and all of the outstanding American
Depositary Shares (“ADSs”) of the Company, each
representing four Series A Shares at an increased price of
Ch$4,400 per ADS, on the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 17, 2008
(as amended and supplemented, the “Offer to
Purchase”), the Supplement to the Offer to Purchase, dated
October 21, 2008, and the Supplement to the Offer to
Purchase dated October 27, 2008 (collectively, the
“Supplement”), and in the related revised ADS Letter
of Transmittal, the Form of Acceptance and the ADS Notice of
Guaranteed Delivery (which, as they may be amended and
supplemented from time to time, together constitute the
“U.S. Offer”), copies of which are filed as
Exhibits (a)(31), (a)(32) and (a)(33), respectively, to the
Schedule TO. Through a concurrent offer in Chile, Purchaser
is offering to purchase any and all of the outstanding Shares,
other than Shares currently owned by TICSA, including Shares
held by U.S. persons (the “Chilean Offer” and,
together with the U.S. Offer, the “Offers”).
The information set forth in the Offer to Purchase, including
all schedules and annexes thereto, is hereby expressly
incorporated by reference into this Schedule TO, in
response to all items of this Schedule TO including,
without limitation, all of the information required by
Schedule 13E-3
that is not included in or covered by the items in
Schedule TO.
Except as otherwise indicated in this Amendment, the information
set forth in the Schedule TO remains unchanged. Capitalized
terms used but not defined herein have the meanings ascribed to
them in the Schedule TO.
The Schedule TO is hereby amended by (i) including as
Exhibit (a)(40) an English translation of the announcement of
the results of the Company’s Extraordinary
Shareholders’ Meeting; (ii) including as Exhibit
(a)(39) the copy of a letter to shareholders of the Company,
dated October 28, 2008; (iii) clarifying in the Offer
to Purchase and the Supplement what Observed Exchange Rate will
be used in determining the U.S. dollar purchase price to be
paid in the U.S. Offer; (iv) incorporating by
reference information from the Company’s
Schedule 13E-3
and Amendment No. 1 to
Schedule 14D-9,
each dated October 27, 2008; and (v) including as
Exhibit (a)(41) English translations of the supplemental opinion
letters dated October 24, 2008 delivered by the
Company’s directors and included in the filings referred to
in clause (iv) above.
The Offer to Purchase is hereby amended to clarify that if the
Observed Exchange Rate is not published in the Official Gazette
of Chile on the Expiration Date of the U.S. Offer, the
U.S. dollar purchase price to be paid in the
U.S. Offer will be calculated using the Observed Exchange
Rate published on the day which precedes the Expiration Date of
the U.S. Offer and on which the Observed Exchange Rate is
published in the Official Gazette of Chile. Specifically, the
second sentence in the first paragraph of the Supplement and the
first sentence in the paragraph under
“Important — Settlement of U.S. Offer
Price” on the back of the cover page of the Supplement are
hereby amended by adding the following at the end of each of
those sentences: “,or if the Observed Exchange Rate is not
published on the Expiration Date of the U.S. Offer, the
Observed Exchange Rate published on the first day immediately
preceding the Expiration Date of the U.S. Offer on which
day the Observed Exchange Rate is published in the Official
Gazette of Chile.”
In addition, the first sentence in the first paragraph under
“Summary Term Sheet” in the Supplement and the second
sentence in the first paragraph under “Introduction”
in the Supplement are hereby amended by inserting “(or if
the Observed Exchange Rate is not published on the Expiration
Date of the U.S. Offer, the Observed Exchange Rate
published on the first day immediately preceding the Expiration
Date of the U.S. Offer on which day the Observed Exchange
Rate is published in the Official Gazette of Chile)” right
after “U.S. Offer” and “Expiration
Date,” respectively. Finally, the seventh paragraph under
“Introduction” in the Offer to Purchase is hereby
amended by adding the following at the end of the paragraph:
“,or if the Observed Exchange Rate is not published on the
Expiration Date, the Observed Exchange Rate published on the
first day immediately preceding the Expiration Date on which day
the Observed Exchange Rate is published in the Official Gazette
of Chile.”
Item 12 is hereby amended as follows:
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Exhibit No.
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Description
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Exhibit (a)(39)
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Letter to Shareholders of Compañía de
Telecomunicaciones de Chile S.A., dated October 28, 2008.
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Exhibit (a)(40)
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English translation of the announcement of the results of
Compañía de Telecomunicaciones de Chile S.A.’s
Extraordinary Shareholders’ Meeting, filed in Spain by
Telefónica pursuant to article 82 of the Spanish Stock
Market Act (Ley del Mercado de Valores), dated October
28, 2008.
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Exhibit (a)(41)
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English translations of the supplemental opinions delivered by
each member of Compañía de Telecomunicaciones de Chile
S.A.’s Board of Directors (incorporated herein by reference
to Exhibit (a)(2) to Amendment No. 1 to the Schedule 14D-9
filed by Compañía de Telecomunicaciones de Chile S.A.
on October 27, 2008).
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Item 13.
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Information
Required by
Schedule 13E-3
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Item 8.
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Fairness
of the Transaction
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Items 8(a), (b) and (e) are hereby amended by
incorporating by reference the information set forth in
Items 8(a), (b) and (e) of the Company’s
Schedule 13E-3,
dated October 27, 2008.
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Item 12.
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The
Solicitation or Recommendation
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Items 12(d) and (e) are hereby amended by
incorporating by reference the information set forth in
Items 12(a) and (e) of the Company’s
Schedule 13E-3
dated October 27, 2008 and in the English translations of
the supplemental opinion letters, dated October 24, 2008,
delivered by the Company’s directors (see Exhibit (a)(41)).
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment
No. 10 to the Schedule TO is true, complete and
correct.
Dated: October 28, 2008
TELEFÓNICA S.A.
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By:
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/s/ Jorge
Abadía Pozuelo
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Name: Jorge Abadía Pozuelo
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Title:
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Authorized Signatory
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By:
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/s/ Ernesto
López Mozo
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Name: Ernesto López Mozo
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Title:
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Authorized Signatory
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INVERSIONES TELEFÓNICA INTERNACIONAL HOLDING LIMITADA
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By:
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/s/ Jorge
Abadía Pozuelo
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Name: Jorge Abadía Pozuelo
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Title:
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Authorized Signatory
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By:
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/s/ Ernesto
López Mozo
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Name: Ernesto López Mozo
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Title:
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Authorized Signatory
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit (a)(39)
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Letter to Shareholders of Compañía de
Telecomunicaciones de Chile S.A., dated October 28, 2008.
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Exhibit (a)(40)
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English translation of the announcement of the results of
Compañía de Telecomunicaciones de Chile S.A.’s
Extraordinary Shareholders’ Meeting, filed in Spain by
Telefónica pursuant to article 82 of the Spanish Stock
Market Act (Ley del Mercado de Valores), dated
October 28, 2008.
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Exhibit (a)(41)
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English translations of the supplemental opinions delivered by
each member of Compañía de Telecomunicaciones de Chile
S.A.’s Board of Directors (incorporated herein by reference
to Exhibit (a)(2) to Amendment No. 1 to the
Schedule 14D-9
filed by Compañía de Telecomunicaciones de Chile S.A.
on October 27, 2008).
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