UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
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
General
Counsel
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
This Amendment No. 1 to the Schedule
14D-9 (the "Amendment No.
1"), filed with the Securities and Exchange Commission ("SEC") on October 27, 2008,
amends and supplements the Schedule 14D-9 filed with the SEC on September 30,
2008 (as amended from time to time, the "Schedule 14D-9") by 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"). The
Schedule 14D-9 relates to the tender offer by Inversiones Telefónica
Internacional Holding Limitada ("Purchaser"), a limited
liability company (sociedad de
responsabilidad limitada) organized and existing under the laws of the
Republic of Chile and an indirect wholly-owned subsidiary of Telefónica, S.A.
("Telefónica" and,
together with Purchaser, the "Bidders"), a publicly held
stock corporation organized and existing under the laws of the Kingdom of Spain
with its corporate seat located in Madrid, to purchase all of the Company’s
outstanding shares of Series A Share of Common Stock at 1,100 Chilean pesos per
Series A Share, Series B Share of Common Stock at 990 Chilean pesos per Series B
Share and American Depository Share at 4,400 Chilean pesos per American
Depository Share, other than any such securities currently owned by Telefónica
Internacional Chile S.A. (the parent company of Purchaser and an indirect
wholly-owned subsidiary of Telefónica), net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the
Purchaser’s offer to purchase, dated as of September 17, 2008, as amended and
supplemented by the Supplement to the Offer to Purchase dated October 21, 2008
and as may be further amended and supplemented from time to time, and the
related letter of transmittal attached as exhibits to the Tender Offer Statement
and Rule 13e−3 Transaction Statement on Schedule TO filed by the Bidders 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 and Amendment No. 8 filed on October 22, 2008.
The information in the Schedule 14D-9
is incorporated in this Amendment No. 1 by reference to all of the applicable
items in the Schedule 14D-9, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item
2. Identity and Background of Filing Person.
The second
and third paragraphs of Item 2 of the Schedule 14D-9 are hereby amended and
restated in their entirety as follows:
“This
Schedule relates to the tender offer by Inversiones Telefónica Internacional
Holding Limitada ("Purchaser"), a limited
liability company (sociedad de
responsabilidad limitada) organized and existing under the laws of the
Republic of Chile and an indirect wholly-owned subsidiary of Telefónica, S.A.
("Telefónica" and,
together with Purchaser, the "Bidders"), a publicly held
stock corporation organized and existing under the laws of the Kingdom of Spain
with its corporate seat located in Madrid, 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 4,400 Chilean pesos per ADS, 1,100 Chilean pesos per Series A
Share and 990 Chilean pesos per Series B Share, net to the seller in cash (less
any amounts withheld under applicable tax laws), without interest, upon the
terms and subject to the conditions set forth in the Purchaser’s offer to
purchase, dated as of September 17, 2008, (as amended
and supplemented by the Supplement to the Offer to Purchase dated October 21,
2008 and as may be further amended and supplemented from time to time, the
"Offer to Purchase"),
and the related letters of transmittal attached as exhibits to the Tender Offer
Statement and Rule 13e−3 Transaction Statement on Schedule TO filed by the
Bidders 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 and Amendment No. 8 filed on October 22, 2008
(as amended or supplemented from time to time, the "Schedule
TO"). 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
Offer was amended by the Bidders to increase the offer prices from 1,000 Chilean
pesos per Series A Share and 900 Chilean pesos per Series B Share to 1,100
Chilean pesos per Series A Share and 990 Chilean pesos per Series B Share,
respectively, and from 4,000 Chilean pesos per ADS to 4,400 Chilean pesos per
ADS. In addition, the expiration date of the Offer has been extended
to 11:00 p.m., New York City time, on October 30, 2008 from the original
expiration date of 11:00 p.m., New York City time, on October 16,
2008.
Item
4. The Solicitation or Recommendation.
The first
and second paragraphs of Item 4 of the Schedule 14D-9 are hereby amended and
restated in their entirety as follows:
“Recommendation
of the Company Board
Pursuant
to Chilean law, each individual member of the Board must express in writing its
reasoned opinion as to whether the Offer could be in the interest of the
Company’s shareholders. Each member of the Board and two of the
Company’s alternate directors, who are not obligated by Chilean law to provide
such a reasoned opinion, Carlos Díaz Vergara and Benjamín Holmes Bierwirth, each
acting in his individual capacity, has expressed in writing his reasoned opinion
that the Offer is "fair" or "reasonable" and has recommended that the
Company’s unaffiliated shareholders accept the Offer and tender their respective
Shares and ADSs, as applicable, into the Offer. The factors and
reasons considered by each member of the Board, Carlos Díaz Vergara and Benjamín
Holmes Bierwirth are described in their respective opinions dated September 24,
2008, as supplemented by their respective letters dated October 24,
2008. English translations of such opinions and such supplemental
letters are attached to this Schedule as Exhibits (a)(1) and (a)(2),
respectively.
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.”
Item
9. Exhibits.
Item 9 of
the Schedule 14D−9 is hereby amended and supplemented by adding the following
text thereto:
“(a)(2)
English translations of the supplemental 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.
Dated: October
27, 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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