As filed with the Securities and Exchange Commission on February 7, 2007
Registration No. 333-12182
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Telefonica, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
-----------------------
The Kingdom of Spain
(Jurisdiction of incorporation or organization of issuer)
----------------------------
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
----------------------------
388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
----------------------------
CT Corporation System
111 8th Avenue - 13th Floor
New York, NY 10011
(212) 894-8940
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
Copies to:
Andres V. Gil, Esq. Patricia Brigantic Esq.
Davis Polk & Wardwell Citibank, N.A.
450 Lexington Avenue 388 Greenwich Street (19th Floor)
New York, NY 10017 New York, New York 10013
--------------
It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|X| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box |_|.
================================================================================
The Registrant hereby amends this Post Effective Amendment No. 3 to Registration
Statement on Form F-6 on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which
specifically states that this Post Effective Amendment No. 3 to Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Post Effective Amendment
No. 3 to Registration Statement on Form F-6 shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
This Post-Effective Amendment No. 3 to Registration Statement may be executed in
any numbers of counterparts, each of which shall be deemed an original, and all
of such counterparts shall constitute one and the same instrument.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name and address of Depositary Face of Receipt - Introductory
Paragraph
2. Title of Receipts and identity of deposited Face of Receipt - top center
securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - Introductory
represented by one American Paragraph
Depositary Share
(ii) The procedure for voting, if any, Reverse of Receipt - Paragraphs
the deposited securities (12), (13) and (21)
(iii) The collection and distribution of Face of Receipt - Paragraph (4)
dividends Reverse of Receipt - Paragraphs
(11) and (12)
(iv) The transmission of notices, reports Reverse of Receipt - Paragraphs
and proxy soliciting material (10), (13) and (15)
(v) The sale or exercise of rights Face of Receipt - Paragraph (4)
Reverse of Receipt - Paragraphs
(11) and (12)
(vi) The deposit or sale of securities Reverse of Receipt - Paragraphs
resulting from dividends, splits or (11), (12) and (14)
plans of reorganization
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(vii) Amendment, extension or termination Reverse of Receipt - Paragraphs
of the deposit (19) and (20)
(no provision for extension)
(viii) Rights of holders of Receipts to Reverse of Receipt - Paragraph
inspect the transfer books of the (15)
Depositary and the list of holders
of Receipts
(ix) Restrictions upon the right to Face of Receipt - Paragraphs
deposit or withdraw the underlying (2), (4), (5), (6) and (8)
securities
(x) Limitation upon the liability of the Reverse of Receipt - Paragraph
Depositary (17)
3. Fees and charges which may be imposed Face of Receipt - Paragraph (7)
directly or indirectly on holders of
Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (10)
2(a) Telefonica, S.A. is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and accordingly files certain
information with the Securities Exchange Commission (the "Commission"). These
reports and documents can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington, D.C. 20549, and at the principal executive office of the Depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt,
included as Exhibit A to the form of Amendment No. 3 to Deposit Agreement filed
as Exhibit (a)(i) to this Post-Effective Amendment No. 3 to Registration
Statement and incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 3 to Deposit Agreement, by and among
Telefonica, S.A. (the "Company"), Citibank, N.A. (the "Depositary") and all
Holders of American Depositary Receipts issued thereunder, including the form of
American Depositary Receipt to be issued thereunder. - Filed herewith as Exhibit
(a)(i).
(a)(ii) Amendment No. 2 to Deposit Agreement, dated as of June 23,
2000, by and among Telefonica, S.A. (the "Company"), Citibank, N.A. (the
"Depositary") and all Holders from time to time of American Depositary Receipts
issued thereunder, including the form of American Depositary Receipt to be
issued thereunder.*
(a)(iii) Amendment No. 1 to Deposit Agreement, dated as of December
3, 1999, by and among the Depositary and all Holders of American Depositary
Receipts issued thereunder including the form of American Depositary Receipt to
be issued thereunder. **
(a)(iv) Deposit Agreement, dated as of November 13, 1996 by and
among the Company, the Depositary and all Holders of American Depositary
Receipts issued thereunder including the form of American Depositary Receipt to
be issued thereunder.***
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* Previously filed and incorporated herein by reference to Registration
Statement No. 333-12182.
**Previously filed and incorporated herein by reference to Registration
Statement No. 333-11322.
***Previously filed and incorporated herein by reference to Registration
Statement No. 333-5742.
II-3
(b) Any other agreement in which the Depositary is a party relating
to the issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities. - None.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited securities in effect at
any time within the last three years. - None.
(d) Frettra M. Miller counsel for the Depositary, as to the legality
of the securities to be registered.*
(e) Certification under Rule 466. - None.
(f) Powers of Attorney for certain officers and directors of the
Company and the authorized representative in the United States - as set forth on
the signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for inspection by
holders of the ADRs, any reports and communications received from the issuer of
the deposited securities which are both (1) received by the Depositary as the
holder of the deposited securities, and (2) made generally available to the
holders of the underlying securities by the issuer.
(b) The Depositary undertakes to prepare a separate document
stating the amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without charge to
anyone upon request. The Depositary undertakes to notify each registered holder
of an ADR thirty (30) days before any change in the fee schedule.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., on behalf of the legal entity created by the Deposit
Agreement, dated as of November 13, 1996, as amended by Amendment No. 1, dated
as of December 3, 1999, as further amended by Amendment No. 2 to Deposit
Agreement, dated as of June 23, 2000, proposed to be amended further by
Amendment No. 3 to Deposit Agreement (as so amended, the "Deposit Agreement"),
by and among Telefonica, S.A., Citibank, N.A. as depositary, and all holders
from time to time of American Depositary Receipts issued thereunder certifies
that it has reasonable grounds to believe that all the requirements for filing
on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 7th day of February, 2007.
Legal entity created by the Deposit
Agreement for the issuance of American
Depositary Receipts evidencing American
Depositary Shares, representing three
(3) Shares of Capital Stock, Par Value
1.00 euro each, of Telefonica, S.A. as
amended by Amendment No. 1 to Deposit
Agreement and as further amended by
Amendment No. 2 to Deposit Agreement and
as proposed to be amended by Amendment
No. 3 to Deposit Agreement
CITIBANK, N.A., as Depositary
By: /s/ Ricardo Szlezinger
------------------------------------
Name: Ricardo Szlezinger
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Telefonica, S.A. certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Madrid, Spain, on the 7th day of February, 2007.
TELEFONICA, S.A.
By: /s/ Antonio Hornedo Muguiro
--------------------------------
Name: Antonio Hornedo Muguiro
Title: Vice Secretary of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Santiago Fernandez Valbuena and
Ramiro Sanchez de Lerin Garcia-Ovies to act as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all such capacities, to sign any and all
amendments, including post-effective amendments, and supplements to this
Post-Effective Amendment No. 3 to Registration Statement on Form F-6, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the United States Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 3 to Registration Statement on Form F-6 has been
signed by the following persons in the following capacities on February 5, 2007.
Name Title
/s/ Cesar Alierta Izuel Chief Executive Officer and
-------------------------------------------- Chairman of the Board of
Name: Cesar Alierta Izuel Directors
/s/ Santiago Fernandez Valbuena Chief Financial Officer and
-------------------------------------------- Principal Accounting Officer
Name: Santiago Fernandez Valbuena
/s/ Isidro Faine Casas Vice Chairman
--------------------------------------------
Name: Isidro Faine Casas
/s/ Gregorio Villalabeitia Galarraga Vice Chairman
--------------------------------------------
Name: Gregorio Villalabeitia Galarraga
/s/ Jose Maria Alvarez- Pallete Lopez Director
--------------------------------------------
Name: Jose Maria Alvarez- Pallete Lopez
Director
--------------------------------------------
Name: Fernando de Almansa Moreno-Barreda
Director
--------------------------------------------
Name: David Arculus
/s/ Maximino Carpio Garcia Director
--------------------------------------------
Name: Maximino Carpio Garcia
Director
--------------------------------------------
Name: Carlos Colomer Casellas
Director
--------------------------------------------
Name: Peter Erskine
Director
--------------------------------------------
Name: Alfonso Ferrari Herrero
/s/ Gonzalo Hinojosa Fernandez de Angulo Director
--------------------------------------------
Name: Gonzalo Hinojosa Fernandez de Angulo
/s/ Pablo Isla Alvarez de Tejera Director
--------------------------------------------
Name: Pablo Isla Alvarez de Tejera
/s/ Julio Linares Lopez Director
--------------------------------------------
Name: Julio Linares Lopez
/s/ Antonio Massanell Lavilla Director
--------------------------------------------
Name: Antonio Massanell Lavilla
/s/ Vitalino Manuel Nafria Aznar Director
--------------------------------------------
Name: Vitalino Manuel Nafria Aznar
/s/ Enrique Used Aznar Director
--------------------------------------------
Name: Enrique Used Aznar
/s/ Antonio Viana-Baptista Director
--------------------------------------------
Name: Antonio Viana-Baptista
/s/ Ramiro Sanchez de Lerin Garcia-Ovies General and Board Secretary
--------------------------------------------
Name: Ramiro Sanchez de Lerin Garcia-Ovies
/s/ Pedro (Pete) Rafael Pizarro Authorized Representative in
-------------------------------------------- the United States
Name: Pedro (Pete) Rafael Pizarro
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 3
to Deposit Agreement