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. 11)
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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$14,703.29 |
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Estimated solely for the purpose of determining the filing fee. The transaction
valuation is calculated by adding (A) the product of (x) 180,702,226 (which is the sum of
the number of Compañía de Telecomunicaciones de Chile S.A. Series A Shares represented by
American Depositary Shares, each representing 4 Series A Shares, and an estimate of the
maximum number of Series A Shares held by U.S. Holders) times (y) the purchase price of Ch$
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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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 |
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Filing Party: Inversiones Telefónica Internacional Holding Limitada Telefónica, S.A. |
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Filing: Schedule TO/13e-3 filed on September 17, 2008 |
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Amount Previously Paid: $1,336.66 |
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Filing Party: Inversiones Telefónica Internacional Holding Limitada Telefónica, S.A. |
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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. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
This Amendment No. 11 (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, Amendment No. 9 filed on October 27, 2008 and Amendment No. 10 filed
on October 29, 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 a 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 a 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 a 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.
Item 12. Exhibits.
Item 12 is hereby amended as follows:
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| Exhibit No. |
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Description |
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Exhibit (a)(42)
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Press release issued by Telefónica, S.A., dated October 29, 2008. |