- Report of Foreign Issuer (6-K)
June 24 2009 - 12:38PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of June, 2009
_________________________
Telefónica
de Argentina S.A.
(Exact
name of registrant as specified in its charter)
Telefonica of Argentina
Inc.
(Translation
of registrant’s name into English)
Avenida
HUERGO 723
Ground
Floor
(C1107A0H)
Buenos Aires, Argentina
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual
reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark whether the registrant by furnishing the information
contained
in this Form is also thereby furnishing the information to the
Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes”
is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b):
N/A
Telefónica
de Argentina S.A.
TABLE OF
CONTENTS
|
|
|
|
1
|
Letter
to the National Securities and Exchange Commission dated June 23, 2009
regarding a repurchase of residual shareholding in Telefónica de Argentina
S.A. by shareholder Telefónica
S.A.
|
Item 1
Telefónica
de Argentina S.A.
Buenos
Aires, June 23
rd
,
2009
Messrs.
Comisión
Nacional de Valores [National Securities and Exchange Commission]
Ref
.: Repurchase of
Residual Shareholding in
Telefónica
de Argentina S.A.
Dear
Sirs,
I am writing to you on behalf of
Telefónica de Argentina S.A., domiciled at Avenida Ingeniero Huergo 723, ground
floor, City of Buenos Aires in compliance with the provisions of Chapter XXI,
Section 2, General Resolution No. 368/01.
In this regard, please be advised that
today this Company was served notice – which is attached hereto – by shareholder
Telefónica S.A. stating that, as a result of a notice served by a minority
shareholder, it intends to buy back all the remaining capital stock held by
Telefónica de Argentina S.A. minority shareholders under the terms set forth in
Chapter VII, Decree No. 677/01.
Pursuant thereto and by virtue of the
provisions included in Section 28 of the aforementioned Decree, this Company
will timely start the dealings related to the withdrawal of its shares from the
public offering.
Yours sincerely,
Pablo
Llauró
Attorney
Telefónica
de Argentina S.A.
Mr.
Eduardo Fernando Caride
Chairman
of the Board of Directors
Telefónica
de Argentina S.A.
Ingeniero
Huergo 723, 20
th
Floor
Buenos
Aires
Argentina
Fax
+54-11-4332-1927
Ref
.: Repurchase of
Telefónica de Argentina S.A. Residual Shareholding.
Madrid,
June 23
rd
,
2009
Dear
Chairman,
I am
writing to you in order to inform you that the Board of Directors of Telefónica,
S.A., company that holds 98.2% of the capital stock of Telefónica de Argentina
S.A. resolved on a meeting held today, to make an offer to purchase the
remaining shareholding of Telefónica de Argentina, S.A currently held by third
parties, by means of the residual shareholding repurchase procedure described in
Chapter VII, Decree No. 677/01 of the Argentine Republic. Likewise,
this transaction will be executed pursuant to the regulations of the US Security
and Exchange Commission that may be applicable to this repurchase
procedure.
Said
purchase offer is made as a result of the notice served by a minority
shareholder of this company to Telefónica, S.A. last April 27
th
,
2009.
To that
end, today, Telefónica S.A. has issued the Unilateral Statement of Will to
Repurchase All the Remaining Capital Stock Held by Third Parties (in compliance
with the provisions set forth in Decree No. 677/01, Section 25, Subsection a),
which copy is attached hereto and which will be published under the terms of
Section 28 of the aforementioned Decree.
Yours
sincerely,
Ramiro
Sánchez de Lerín
Secretary
General and Secretary of the Board of Directors
Telefónica
de Argentina S.A.
TELEFÓNICA DE ARGENTINA
S.A.
Unilateral Statement of Will
to Repurchase All the Remaining Capital Stock
Held by Minority
Shareholders
TELEFÓNICA,
S.A., a company organized in the Kingdom of Spain, domiciled at Gran Vía 28,
28013 Madrid, Spain, in its capacity as controlling shareholder of TELEFÓNICA DE
ARGENTINA, S.A. (the "Company"), organized in the Argentine Republic, domiciled
at Avenida Ingeniero Huergo 723, ground floor, City of Buenos Aires, hereby
unilaterally states its will to repurchase all the remaining capital stock held
by the Company’s minority shareholders, under the terms set forth in Sections
25, 26, 28, 29, 32, Subsection d), and related sections of Decree No. 677/2001
issued by the National Executive Branch of the Argentine Republic.
To
that end, having the criteria stated in Section 32, Subsection d) of the
aforementioned Decree 677/01 been duly weighted, TELEFÓNICA S.A. assessed the
remaining shareholding held by the Company’s minority shareholders at AR$
126,001,784 Argentinean Pesos. Therefore, TELEFÓNICA S.A. has decided as a fair
price for each of the 126,001,784 outstanding shares of TELEFÓNICA DE ARGENTINA
S.A. (including all the rights inherent thereto) held by said minority
shareholders, the sum of one (1.00) Argentinean Peso payable to every person
proving its capacity as shareholder of the Company.
The
sum relevant to the fair price for all the shares held by minority shareholders
will be deposited with BBVA BANCO FRANCÉS, S.A., domiciled at Reconquista 199,
1003 Buenos Aires, Argentina, within five business days as from the
authorization granted by the
Comisión
Nacional de Valores
[Argentinean SEC].
This
Statement of Repurchase will result, per se and pursuant to law, in the
withdrawal from the public offering and delisting of the shares of TELEFÓNICA DE
ARGENTINA S.A. effective on date of the relevant public deed. In case of any
doubt, the following phone line is made available to the shareholders (+34) 92
482 87 00.
Madrid,
Spain, June 23
rd
2009.
Mr.
Ramiro Sánchez de Lerín
Secretary
General and Secretary of the Board of Directors
Telefónica
de Argentina S.A.
Note
:
The price included in this Statement of Repurchase –from the issue date to the
deposit date of the relevant amounts- may be modified at Telefónica S.A.
discretion, in case of occurrence of any event that may imply an adverse
material change in the financial position or activities, outlooks or business of
Telefónica S.A. or of any of its controlled and related companies, or in the
conditions prevailing in the stock exchange of the Argentine
Republic.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
Telefónica
de Argentina S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
June
24, 2009
|
|
By:
|
/s/
Pablo Luis Llauró
|
|
|
|
|
|
|
Name:
|
Pablo
Luis Llauró
|
|
|
|
|
|
|
Title:
|
Assistant
General Counsel
|
|
Telefonica Arg (NYSE:TAR)
Historical Stock Chart
From Apr 2024 to May 2024
Telefonica Arg (NYSE:TAR)
Historical Stock Chart
From May 2023 to May 2024
