UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A
CLASS
OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934
OR
ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION
15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934.
Commission
File Number 001-10579
(Exact
name of registrant as specified in its charter)
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Address:
Avenida Providencia 111
Santiago,
Chile
Telephone
Number: +011 (562) 691-2020
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(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
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American
Depositary Shares, as evidenced by American Depositary
Receipts,
each
representing four shares of Series A Common Stock
Series
A Common Stock, no par value
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(Title of
each class of securities covered by this Form)
Please
place an X in the box(es) to indicated the provision(s) relied upon to terminate
the duty to file reports under the Securities Exchange Act of 1934:
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Rule
12h-6(a)
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x
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Rule
12h-6(c)
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□
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Rule
12h-6(b)
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□
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Rule
12h-6(h)
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□
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In this
Form 15F, the term the “Company” or “Telefónica Chile” refers to Telefónica
Chile S.A. (formerly, Compañía de Telecomunicaciones de Chile
S.A.).
In this
Form 15F, the term “Series A Common Stock” refers to Series A Common Stock
without par value of the Company, the term “ADSs” refers to American depositary
shares each representing four shares of Series A Common Stock and evidenced by
American depositary receipts (“ADRs”) and the term “Series B Common Stock”
refers to Series B Common Stock without par value of the Company.
In this
Form 15F, the term “SEC” or “Commission” refers to the United States Securities
and Exchange Commission.
Part
I
Item
1. Exchange Act Reporting History
The
Company first incurred the duty to file reports under section 13(a) or section
15(d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) on
July 26, 1990 when its ADSs were listed on the New York Stock Exchange
(“NYSE”).
Telefónica
Chile has filed or submitted all reports required under Exchange Act section
13(a) or section 15(d) and corresponding Commission rules for the 12 months
preceding the filing of this form. Telefónica Chile has filed annual
reports under section 13(a) on Form 20-F for each year since its
listing.
Item
2. Recent United States Market Activity
The
Company’s securities were last sold in the United States in a registered
offering under the Securities Act of 1933 (the “Securities Act”) pursuant to the
Registration Statement on Form F-3 (Registration No. 333-08828), filed with the
Securities and Exchange Commission on June 1, 1998, relating to the registration
of ADSs.
Telefónica
Chile does not have equity securities, or any other securities, registered on a
shelf or other Securities Act registration statement under which securities
remain unsold.
Item
3. Foreign Listing and Primary Trading Market
The
Company’s share capital consists of two series of common stock: Series A Common
Stock and Series B Common Stock. Currently, the primary trading
market for the Series A Common Stock and Series B Common Stock is the Chilean
Stock Exchanges. The Company’s common stock was initially listed on the Chilean
Stock Exchanges on July 12, 1946. On July 29, 1988 the Company’s share capital
was divided into two series, the Series A Common Stock and the Series B Common
Stock, which were both listed on the Chilean Stock Exchanges on such date. The
Company’s Series B Common Stock has been exclusively listed on the Chilean
Stock Exchange since that time. The Company’s Series A Common Stock was
initially listed on the NYSE, in the form of ADRs evidencing ADSs, on July 26,
1990. The Company has maintained the Chilean listing of its Series A Common
Stock since that time and the Company maintained the NYSE listing of its Series
A Common Stock, in the form of ADRs evidencing ADSs, until February 19, 2009, as
described below.
On
January 15, 2009, Telefónica S.A., the Company’s controlling shareholder,
completed its tender offer for Telefónica Chile’s Series A Common Stock
(including Series A Common Stock held as ADSs) and Series B Common Stock,
significantly decreasing the number of shares of Telefónica Chile
common
stock actively traded on both the Chilean Stock Exchanges and the
NYSE. On February 9, 2009, Telefónica Chile applied for delisting of
its ADSs from the NYSE pursuant to a Form 25 filed with the SEC. The
delisting became effective on February 19, 2009. Concurrently, the
Company notified Citibank, N.A., the Company’s depositary (the “Depositary”)
issuing ADRs, of its intention to terminate its ADS facility, and on February 6,
2009 the Depositary issued a notice of such termination to all holders of
Telefónica Chile ADSs. The termination of Telefónica Chile’s ADS
facility was effective on May 7, 2009 and the remaining shares of Series A
Common Stock held under the Deposit Agreement between Telefónica Chile and the
Depositary as of July 7, 2009 were sold by the Depositary on the Chilean Stock
Exchanges.
Since
February 19, 2009, the date that Telefónica Chile’s Series A Common Stock was
delisted from the NYSE, the primary trading market for Telefónica Chile’s Series
A Common Stock has been the Chilean Stock Exchanges. The percentage of trading
in the Series A Common Stock that occurred on the Chilean Stock Exchanges from
February 19, 2008 to February 18, 2009 was 83.2% with all other trading in
Series A Common Stock during such period occuring on the NYSE in the form of
ADRs. Since February 19, 2009, 100% of trading in Series A Common Stock has
occurred on the Chilean Stock Exchanges.
Item
4. Comparative Trading Volume Data
Not
applicable.
Item
5. Alternative Record Holder Information
As of
August 12, 2009, there were 13 record holders of the Company’s Series A Common
Stock who are United States residents.
Item
6. Debt Securities
Not
applicable.
Item
7. Notice Requirement
Pursuant
to Rule 12h-6(h), the Company published a notice of its intent to terminate its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both, by means of a press release issued on January 29, 2009 that
was diseminated through various wire services. On that date,
such notice was posted on Telefónica Chile’s website (www.telefonicachile.cl)
and was submitted on Form 6-K to the SEC on January 30, 2009. In
addition, Telefónica S.A. had previously disclosed in its Schedule TOs filed
with the SEC on September 17, 2008 and December 2, 2008, and in subsequent
amendments thereto, that it had plans for Telefónica Chile to terminate the
registration under the Exchange Act of Telefónica Chile’s Series A Common Stock
as and when permitted by applicable law and regulation upon the successful
consummation of the tender offers. Such Schedule TOs were
disseminated to all Telefónica Chile shareholders by mail in September and
December 2008.
Item
8. Prior Form 15 Filers
Not
applicable.
Part
II
Item
9. Rule 12g3-2(b) Exemption
The
Company intends to publish information required under Rule 12g3-2(b)(1)(iii) on
the Company’s internet website at www.telefonicachile.cl.
Part
III
Item
10. Exhibits
Not
applicable.
Item
11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time
before the effectiveness of its termination of reporting under Rule 12h-6, it
has actual knowledge of information that causes it reasonably to believe that,
at the time of the filing of the Form 15F:
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1.
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The
average trading volume of its subject class of securities in the United
States exceeded 5 percent of the average daily trading volume of that
class of securities on a worldwide basis for the same recent 12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
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2.
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Its
subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding under
Rule 12h-6(a)(4)(ii) or Rule 12h-6(c);
or
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3.
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It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, Telefónica Chile
S.A. has duly authorized the undersigned person to sign on its behalf this
certification on Form 15F. In so doing, Telefónica Chile S.A.
certifies that, as represented on this Form, it has complied with all the
conditions set forth in Rule 12h-6 for terminating its registration under
section 12(g) of the Exchange Act, or its duty to file reports under section
13(a) or section 15(d) of the Exchange Act, or both.
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TELEFÓNICA
CHILE S.A.
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By:
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/s/
Isabel Margarita Bravo |
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Name:
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Isabel
Margarita Bravo
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Title:
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Principal
Financial Officer
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Date: August
17, 2009