UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering)
Securities Act Rule 802 (Exchange Offer)
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ý
Exchange Act Rule 14e-2(d) (Subject Company Response)
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)
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Terra Networks, S.A. |
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(Name of Subject Company) Terra Networks, Inc. |
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(Translation of Subject Company's Name into English (if applicable)) Kingdom of Spain |
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(Jurisdiction of Subject Company's Incorporation or Organization) Telefonica, S.A. |
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(Name of Person(s) Furnishing Form) American Depository Shares CUSIP 88100W103/ISIN US88100W1036 Common Stock ISIN ES0178174019 |
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(CUSIP Number of Class of Securities (if applicable)) Antonio Alonso Ureba Joaquin de Fuentes Bardaji Telefonica, S.A. Gran Via, 28. Planta 9 28001 Madrid copies to: Brian Hoffmann Richard D. Pritz Clifford Chance U.S. LLP 200 Park Avenue New York, New York 10166 |
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(Name, Address (including zip Code) and Telephone Number (including area code) Not Applicable |
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(Date Tender Offer/Rights Offering Commenced) |
part I - information sent to security holders
Item 1. Home Jurisdiction Documents.
Not Applicable
Item 2. Informational Legends.
Not Applicable
part ii - information not required to be sent to security holders
The following exhibit is attached to this Form CB as Exhibit A:
Final information regarding the number of acceptances of the public tender offer for shares of
Terra Networks, S.A
part iii - consent to service of process
On May 29, 2003, Telefonica filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
part iv - signatures
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.
TELEFONICA, S.A.
By: /s/ ANTONIO ALONSO UREBA
Name: Antonio Alonso Ureba
Title: General Secretary and Secretary
to the Board of Directors
EXHIBIT A TO FORM CB
TELEFÓNICA S.A., as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado de Valores), hereby reports the following
SIGNIFICANT EVENT
Pursuant to the July 25th, 2003 notice of the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores), the total number of securities included in the acceptances tendered in the public tender offer for shares of TERRA NETWORKS, S.A. has been 202,092,043 shares (33.60%), bringing the direct interest held in the share capital after the offer to 71.97%.
Consequently, TELEFÓNICA, S.A. has decided to waive the minimum acceptance threshold requirement established as a condition for this tender offer and will therefore acquire all of the securities tendered.
Madrid, July 25th , 2003