UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
SCHEDULE
14D-9
(RULE
14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION
14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Compañía
de Telecomunicaciones de Chile S.A.
(Name of
Subject Company)
Compañía
de Telecomunicaciones de Chile S.A.
Emilio
Gilolmo López
Narcís
Serra Serra
Andrés
Concha Rodriguez
Fernando
Bustamante Huerta
Hernán
Cheyre Valenzuela
Carlos
Díaz Vergara
Patricio
Rojas Ramos
Benjamín
Holmes Bierwirth
Marco
Colodro Hadjes
(Name of
Person(s) Filing Statement)
__________________
Series A
Common Stock, no par value
Series B
Common Stock, no par value
and
American
Depositary Shares, Each Representing Four Series A Shares
(Title of
Class of Securities)
American
Depositary Shares (204449300)
(CUSIP
Number of Class of Securities)
Cristian
Aninat Salas
Compañía
de Telecomunicaciones de Chile S.A.
Avenida
Providencia 111
Santiago,
Chile
(562)
691-2020
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of the Person(s) Filing Statement)
With
a Copy to:
Nicholas
A. Kronfeld
Davis Polk
& Wardwell
450
Lexington Avenue
New York,
NY 10017
(212)
450-4000
Item
1. Subject Company Information.
The name
of the subject company to which this Solicitation/Recommendation Statement on
Schedule 14D-9 (the “Schedule”) relates is Compañía
de Telecomunicaciones de Chile S.A., a Chilean sociedad anónima (the “Company”). The
address of the principal executive offices of the Company is Avenida Providencia
111, Santiago, Chile, and the telephone number of the principal executive
offices of the Company is (562) 691-2020.
This
Schedule relates to the Company’s Series A Common Stock (the “Series A Shares”), no par
value, Series B Common Stock (the “Series B Shares” and, together
with the Series A Shares, the “Shares”), no par value, and
the American Depositary Shares each representing four Series A Shares (the
“ADSs”). As
of September 26, 2008, there were 873,995,447 Series A Shares outstanding,
including 168,749,071 Series A Shares evidenced by ADSs, and 83,161,638 Series B
Shares outstanding.
Item
2. Identity and Background of Filing Person.
The
Company’s name, business address and business telephone number are set forth in
Item 1 above. In addition to the Company, the following individuals,
who together constitute the entire board of directors of the Company (the “Board”) and two alternate
directors of the Company, are persons filing this Statement along with the
Company (together with the Company, the “Filing Persons”):
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Emilio Gilolmo López,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Carlos Díaz Vergara, alternate
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Narcís Serra Serra,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Patricio Rojas Ramos,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Andrés Concha Rodriguez,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Benjamín Holmes Bierwirth,
alternate director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Fernando Bustamante Huerta,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Marco Colodro Hadjes,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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Hernán Cheyre Valenzuela,
director
c/o Compañía de
Telecomunicaciones de Chile S.A.
Avenida Providencia
111
Santiago, Chile
Telephone
562-691-2020
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This
Schedule relates to the tender offer disclosed in a Schedule TO, dated September
17, 2008 (the “Schedule
TO”), of Inversiones Telefónica Internactional Holding Limitada, a
Chilean limited liability company (sociedad de responsabilidad
limitada) (the “Purchaser”) and an indirect
wholly-owned subsidiary of Telefónica, S.A. (“Telefónica,” and together with
the Purchaser, the “Bidders”), a publicly held
stock corporation organized and existing under the laws of the Kingdom of Spain,
to purchase (1) any and all outstanding Shares, other than Shares currently owned by
Telefónica Internacional Chile S.A. (the parent company of Purchaser and an
indirect wholly-owned subsidiary of Telefónica,
hereinafter “TICSA”), from all holders of Shares resident
in the United States (“U.S.
Holders”) and
(2) any and all outstanding ADSs (such offer, the “U.S. Offer”) at a
purchase price of 4,000 Chilean pesos per ADS, 1,000 Chilean pesos per Series A
Share and 900 Chilean pesos per Series B Share, net to the seller in cash (less
any amounts withheld under applicable tax laws), without interest, on the terms
and subject to the conditions set forth in the Purchaser’s offer to purchase,
dated as of September 17, 2008 (the “Offer to Purchase”), and the
related letters of transmittal. The purchase price will be, in
each case, payable in United States dollars, with the dollar amount thereof
being determined by the daily average dollar-to-peso exchange rate at which
commercial banks conduct authorized transactions in Chile as determined by the Central Bank of
Chile and published in the Official Gazette in
Chile on the expiration date of the U.S.
Offer. Through a concurrent offer in
Chile, the 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. Holders (such concurrent offer, together with the U.S. Offer, the “Offer”).
On
September 11, 2008, the Bidders announced their intention to make the Offer and
on September 17,
2008, the Bidders made the Offer to Purchase to our shareholders and filed the
Offer to Purchase with the Securities and Exchange Commission (the “SEC”). The Offer is
scheduled to expire at 11:00 p.m. New York time on October 16,
2008.
The
Bidders’ address, as set forth on the Schedule TO, is Distrito C, Ronda de la
Comunicación, s/n, 28050 Madrid, Spain.
Item
3. Past Contracts, Transactions, Negotiations and
Agreements.
Five of
the seven current directors of the Company are affiliates of
Telefónica. These five directors are: (1) Emilio Gilolmo López, (2)
Narcis Serra Serra, (3) Andrés Concha Rodríguez, (4) Fernando Bustamante and (5)
Marco Colodro, all of whom were appointed by Telefónica at the 2007 annual
meeting of the Company’s Shareholders except for Andrés Concha who was appointed
by Telefónica at the April 27, 2008 meeting of the Board. Five of the
seven alternate directors of the Company are affiliates of
Telefónica. These five alternate directors are José María
Álvarez−Pallate, Manuel Álvarez−Trongé, Mario Eduardo Vásquez, Alfonso Ferrari
Herrero and Raúl Morodo, all of whom were appointed by Telefónica at the 2007
annual meeting of the Company’s
Shareholders,
except for Raúl Morodo who was appointed by Telefónica at the April 27, 2008
meeting of the Board. The Bidders have indicated in the Offer to
Purchase that they expect that such persons will retain their respective
positions at the Company following completion of the Offer. In
addition, the following directors of the Company own Shares or ADSs: Marco
Colodro (2 Series B Shares) and Alfonso Ferrari (1 Series B Share).
Emilio
Gilolmo López is a member of the board of directors of the following companies,
each of which is an affiliate of Telefónica: Atento Chile S.A., Telefónica Larga
Distancia S.A., Telefónica Empresas Chile S.A. and Telefónica Internacional
Chile S.A.
Narcis
Serra Serra is a member of the board of directors of the following companies,
each of which is an affiliate of Telefónica: Telefónica Internacional SAU and
Telecomunicaçoes de São Paulo, S.A.
Item
4. The Solicitation or Recommendation.
Recommendation
of the Company Board
Pursuant
to Chilean law, each individual member of the Board (identified in Item 2(a)
above) must express in writing its reasoned opinion as to whether the Offer could be in the interest of the
Company’s shareholders. Chilean law does not require each individual
member of the Board to recommend that shareholders accept or reject the
Offer. Furthermore, the Company has been informed by the
Superintendencia de Valores y Seguros that Chilean law only contemplates the
delivery by each member of the Board of the individual reasoned opinion referred
to above and does not contemplate a recommendation of the Board, acting as such,
that the shareholders accept or reject the Offer. The Board, acting
as such, therefor has not expressed an opinion and remains neutral with respect
to the Offer. Each member of the Board and two of the Company’s
alternate directors, who are not obligated by Chilean law to provide a
recommendation, Carlos Díaz Vergara and Benjamín Holmes Bierwirth, each acting
in his individual capacity, has expressed in writing his reasoned opinion that
the Offer might be in the interest of the Company’s shareholders. The
factors and reasons considered by each member of Board, Carlos Díaz Vergara and
Benjamín Holmes Bierwirth are described in their respective
opinions. English translations of such opinions are attached as
Exhibit (a)(i) to this Schedule.
Each
member of the Board, Carlos Díaz Vergara and Benjamín Holmes Bierwirth notes
that his individual reasoned opinion should not be relied upon as investment
advice or in making a determination as to whether to sell or hold Shares or ADSs
and advises shareholders instead to seek independent financial advice to the
extent they deem it necessary.
After
reasonable inquiry and to its best knowledge, each of the Company and each
Filing Person understands that no director of the Company intends to tender,
sell or hold ADSs or Shares and that certain executive officers of the Company
intend to tender to the Purchaser all ADSs or Shares held by such executive
officers pursuant to the Offer.
Item
5. Person/Assets Retained, Employed, Compensated or
Used.
Neither
the Filing Persons, nor any person acting on any of their behalf, has employed,
retained or compensated any person to make solicitations or recommendations to
stockholders on its behalf concerning the Offer, except that such solicitations
or recommendations may be made by directors, officers or employees of the
Company, for which they shall receive no additional compensation.
Item
6. Interest in Securities of the Subject Company.
No
transactions in the ADSs or Shares have been effected during the past 60 days by
the Filing Persons or, to their knowledge, by any executive officer, director or
affiliate of the Company.
Item
7. Purposes of the Transaction and Plans or Proposals.
The
Company is not now undertaking or engaged in any negotiations in response to the
Offer that relate to, or would result in, one or more of the following or a
combination thereof: (i) a tender offer for or other acquisition of
any of the
Company’s securities by the Company, its subsidiaries or any other person, (ii)
any extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (iii) a purchase, sale or
transfer of a material amount of assets by the Company or any of its
subsidiaries or (iv) any material change in the present dividend rate or policy,
indebtedness or capitalization of the Company.
There is
no transaction, resolution of the Board, agreement in principle or signed
contract that has been entered into in response to the Offer that relates to or
would result in one or more of the events referred to in the previous
paragraph.
Item
8. Additional Information.
None.
Item
9. Exhibits.
(a)(1)
English translations of the opinions delivered by each member of the
Board.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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Dated:
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September
30, 2008
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COMPAÑÍA
DE TELECOMUNICACIONES DE CHILE S.A.
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By:
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/s/
Isabel Margarita Bravo C.
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Name:
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Isabel
Margarita Bravo C.
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Title:
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Financial
Director
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/s/
Emilio Gilolmo López
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Name:
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Emilio
Gilolmo López
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Title:
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Director
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/s/
Narcís Serra Serra
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Name:
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Narcís
Serra Serra
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Title:
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Director
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/s/
Andrés Concha Rodriguez
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Name:
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Andrés
Concha Rodriguez
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Title:
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Director
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/s/
Fernando Bustamante Huerta
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Name:
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Fernando
Bustamante Huerta
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Title:
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Director
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/s/
Hernán Cheyre Valenzuela
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Name:
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Hernán
Cheyre Valenzuela
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Title:
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Director
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/s/
Carlos Díaz Vergara
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Name:
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Carlos
Díaz Vergara
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Title:
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Alternate
Director
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/s/
Patricio Rojas Ramos
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Name:
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Patricio
Rojas Ramos
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Title:
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Director
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/s/
Benjamín Holmes Bierwirth
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Name:
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Benjamín
Holmes Bierwirth
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Title:
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Alternate
Director
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/s/
Marco Colodro Hadjes
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Name:
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Marco
Colodro Hadjes
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Title:
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Director
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