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. 3)
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
| |
|
|
| Transaction Valuation(1)
|
|
Amount of Filing Fee(2)(3) |
| $21,044,820.89
|
|
$827.06 |
| |
|
|
| (1) |
|
Estimated solely for the purpose of determining the filing fee. The transaction valuation is
calculated by adding (A) the product of (x) 12,666,689 (which is the sum of the number of
Compañía de Telecomunicaciones de Chile S.A. Series A Shares represented by American
Depositary Shares (“ADSs”) not held by the Telefónica Group, each representing 4 Series A
Shares, and the estimated maximum number of Series A Shares held directly 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$664.57 to U.S.$1.00, the Observed Exchange Rate (as
defined in the Offer to Purchase) as of December 1, 2008, and (B) the product of (x) 52,928
(which is the estimated 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$664.57 to U.S.$1.00, the
Observed Exchange Rate as of December 1, 2008. |
| |
| (2) |
|
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. |
| |
| (3) |
|
The filing fee was paid by Inversiones Telefónica Internacional Holding Limitada and
Telefónica, S.A. on December 1, 2008, the day prior to the initial filing of the Schedule TO. |
x 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.
Amount Previously Paid: $827.06
Filing Party: Inversiones Telefónica Internacional Holding Limitada and Telefónica, S.A.
Filing: Schedule TO/13E-3 filed on December 2, 2008
o 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:
x third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
x going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: x
TABLE OF CONTENTS
This Amendment No. 3 (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 December 2, 2008, as amended by Amendment No. 1 filed on
December 15, 2008 and Amendment 2 filed on December 16, 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”), and Series B common stock, no par
value (the “Series B Shares” and, together with the Series A Shares, the “Shares”), 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”), or Bidders (together, the “Telefónica
Group”), and any and all of the outstanding American Depositary Shares (“ADSs”) of the Company,
other than ADSs currently held by the Telefónica Group, each representing four Series A Shares, for
1,100 Chilean pesos per Series A Share, 990 Chilean pesos per Series B Share and 4,400 Chilean
pesos per ADS, in each case payable in United States dollars based upon the Observed Exchange Rate
published in the Official Gazette of Chile on the Expiration Date of the U.S. Offer (as defined
below) (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), net to the seller in cash and without interest thereon and subject to any required
withholding of taxes, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 2, 2008 (the “Offer to Purchase”), and in the related 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)(1), (a)(2), (a)(3) and (a)(4), 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 the Telefónica Group, 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 in response to all the items of this
Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that
is not included in or not covered by the items in Schedule TO, except as otherwise set forth below.
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.
Items 1 through 9, 11 and 13
Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and supplemented as
follows:
“The U.S. Offer and the Chilean Offer expired at 3:30 p.m., New York City time, on Tuesday,
January 6, 2009. Based on preliminary information, a total of 7,669,435 Shares have been tendered
pursuant to the Chilean Offer and a total of 805,894 ADSs (including 3,900 ADSs subject to
guarantees of delivery), have been tendered pursuant to the U.S. Offer, which, together with the
Shares tendered pursuant to the Chilean Offer, represent an aggregate of 10,893,011 Shares. All
Shares and ADSs tendered in the Offers will be accepted for payment on January 13, 2009, in accordance with
Chilean practice. Based on preliminary results, upon purchase of the Shares and ADSs (including
ADSs subject to guarantees of delivery) pursuant to the Offers, Telefónica and its affiliates’
ownership in the Company will increase to 936,921,075 Shares (including those represented by ADSs)
or approximately 97.9% of the total outstanding Shares, which will leave 20,236,010 Shares
(including those represented by 2,200,593 ADSs) held by parties other than Telefónica and its
affiliates.”