UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d - 1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d - 2(a)
Telefonica, S.A.
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary shares, nominal value EUR 1.00 each
American Depositary Shares, each representing the right to
receive one ordinary share
--------------------------------------------------------------------------------
(Title of Class of Securities)
879382208
--------------------------------------------------------------------------------
(CUSIP Number)
Asesoria Juridica
Caja de Ahorros y Pensiones de Barcelona
Avenida Diagonal 621-629
Barcelona, Spain 08028
011-34-93 409 21 21 phone
011-34-93 404 69 96 fax
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1996
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the following box.
__
(continued on following pages)
(Page 1 of 8 Pages)
CUSIP No. 879382208 13D Page 2 of 8
------------ -------------------------------------------------------------------
1. Name of Reporting Persons: I.R.S. Identification No. of
Caja de Ahorros y Pensiones above person:
de Barcelona ("la Caixa") Not Applicable
------------ -------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) __
(b) __
------------ -------------------------------------------------------------------
3. SEC Use Only:
------------ -------------------------------------------------------------------
4. Source of Funds: WC
------------ -------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): __
------------ -------------------------------------------------------------------
6. Citizenship or Place of Organization: The Kingdom of Spain
------------ -------------------------------------------------------------------
Number of 7. Sole Voting Power: 249,095,736(1)
Shares -------------------------------------------------------------------
Beneficially 8. Shared Voting Power: 0
Owned by -------------------------------------------------------------------
Each 9. Sole Dispositive Power: 249,095,736(1)
Reporting -------------------------------------------------------------------
Person With 10. Shared Dispositive Power: 0
------------ -------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
249.095.736(1) (See also Item 5)
------------ -------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares(2) (See also Item 5): _X_
------------ -------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
Approximately 5.06%
------------ -------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): CO(3)
--------------------------------------------------------------------------------
----------
(1) Included in this calculation are (i) 161,913,810 shares owned by Caixa
Holding, S.A.U. ("Caixa Holding"), a fully owned subsidiary of la Caixa, (ii)
68,036,171 shares acquired through the la Caixa equity swap (see Item 4), and
(iii) 19,145,755 shares held by Caixa de Barcelona Seguros de Vida, S.A. de
Seguros y Reaseguros ("Caixa Vida"). Caixa Holding holds all the shares of Caixa
Vida except for one share, which is held by Caixa Corp, S.A., a 99.9%-owned
subsidiary of la Caixa. Excluded in this calculation are 1,370,330 shares
acquired by la Caixa in execution of agreements for the establishment of an
employees' stock options plan. La Caixa is not entitled to exercise any
political or economic rights, nor to transfer or in any way dispose of these
shares.
(2) The amount in Row 11 excludes 1,370,330shares (which represents
approximately 0.028% of the Issuer's share capital) acquired by la Caixa in
execution of agreements for the establishment of an employees' stock options
plan. La Caixa is not entitled to exercise any political or economic rights, nor
to transfer or in any way dispose of these shares.
(3) La Caixa is a savings bank formed under the laws of the Kingdom of Spain.
--------------------------------------------------------------------------------
CUSIP No. 879382208 13D Page 3 of 8
This amended and restated statement on Schedule 13D (this "Schedule 13D")
amends the Schedule 13D filed with the Securities and Exchange Commission on
January 30, 2006 (the "Initial Schedule 13D"). This Schedule 13D constitutes the
first amendment to the Initial Schedule 13D.
Item 1. Security and Issuer
This filing relates to the Ordinary Shares, nominal value EUR1.00 each
and American Depositary Shares, each representing the right to receive one
Ordinary Share of Telefonica, S.A., a corporation organized under the laws of
the Kingdom of Spain (the "Issuer"). The principal executive offices of the
Issuer are located at Gran Via 28, 28013, Madrid, Spain.
Item 2. Identity and Background
This Schedule 13D is filed by Caja de Ahorros y Pensiones de Barcelona ("la
Caixa"), a savings bank organized under the laws of the Kingdom of Spain. The
principal business address for la Caixa is Avenida Diagonal 621-629, 08028
Barcelona, Spain. La Caixa's principal business is banking and financial
services.
During the last five years, neither la Caixa nor, to the knowledge of la
Caixa, any person named in Schedule I, has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
La Caixa paid 971,584,551 Spanish Pesetas (EUR 5,839,340.75) from working
capital for 488,187 Ordinary Shares acquired on March 20, 1996 (representing
0.05% of the Issuer's share capital as of that date). Below is a chart
reflecting subsequent acquisitions by la Caixa in the Issuer's securities.
--------------------------------------------------------------------------------
Increase in
Date of Number of Percentage of
Acquisition Shares Acquired Price Paid Ownership
--------------------------------------------------------------------------------
March 19, 2004 37,500,000 As described 0.75%
below in Item 4
--------------------------------------------------------------------------------
March 23, 2004 37,500,000 As described 0.75%
below in Item 4
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction
For purposes of this Item 4, the term "Relevant Date" shall mean each of
March 20, 1996, March 19, 2004 and March 23, 2004, and the term "Relevant Dates"
shall refer collectively to such dates.
La Caixa owns Ordinary Shares of the Issuer for investment purposes. All
information reported in this Schedule 13D is accurate as of each Relevant Date
and as of the date hereof, unless otherwise indicated. At various points during
the period beginning March 20, 1996 and ending on the date hereof,, information
regarding la Caixa's ownership position in the shares of the Issuer was
disclosed in the annual reports of the Issuer filed on Form 20-F and in the
annual reports of la Caixa and in other filings of la Caixa with la Comision
Nacional del Mercado de Valores (CNMV).
CUSIP No. 879382208 13D Page 4 of 8
On March 20, 1996 la Caixa acquired 488,187 Ordinary Shares of the Issuer
representing 0.05% of the Issuer's share capital as of that date, for investment
purposes. In 1996 la Caixa followed its policy of investing in sectors not
related with the financing business. At this time, la Caixa invested in real
estate projects. However, as soon as inflation in Spain stabilised, the
investment policy of la Caixa focused on other economic sectors; mainly
services, energy and telecommunications. In this regard and, taking into account
its security, stability and profitability criteria, la Caixa invested in
companies such as Telefonica, S.A. As a result of such acquisition, on March 20,
1996 the direct and indirect interest of la Caixa in the share capital of the
Issuer was 5.01%.
During 2000, 2001, 2002 and 2003 the interest of la Caixa in the share
capital of the Issuer was diluted mainly as a result of several capital
increases approved by the General Shareholders' Meeting with exclusion of the
pre-emption right to Ordinary Shares (during that period there were certain di
minimus acquisition and transfer transactions). As a consequence thereof, its
interest in the share capital of the Issuer decreased progressively from 5.01%
to 4.989% on February 2000, and to 3.513% on March 2004.
On March 19, 2004 and on March 23, 2004 la Caixa executed equity linked
swap agreements with Morgan Stanley & Co. International Limited (the "Morgan
Stanley Swap Agreement') and Societe Generale (the "Societe Generale Swap
Agreement" and, together with the Morgan Stanley Swap Agreement, the "Swap
Agreements"). A copy of the Morgan Stanley Swap Agreement is attached as
Exhibits 1 hereto, and a copy of the Societe Generale Swap Agreement is attached
as Exhibit 2 hereto. Any description contained in this Schedule 13D relating to
the Swap Agreements does not purport to be complete and is qualified in its
entirety by reference to Exhibit 1 hereto, with respect to the Morgan Stanley
Swap Agreement, and Exhibit 2 hereto, with respect to the Societe Generale Swap
Agreement. The Morgan Stanley Swap Agreement and the Societe Generale Swap
Agreement carry maturity dates of May 2, 2005 (subsequently extended until May
2, 2006) and March 26, 2007, respectively, each of them relating to 37,500,000
ordinary shares of the Issuer (together representing 1.5% of the Issuer's share
capital). By virtue of the Swap Agreements, la Caixa undertook to pay to Morgan
Stanley & Co. International Limited and to Societe Generale, respectively, an
amount equivalent to all economic rights derived from the ownership of
75,000,000 shares (37,500,000 and 37,500,000 shares, respectively). As a
consequence of the execution of the Swap Agreements, on March 23, 2004 la Caixa
increased its interest in the Issuer from 3.51% up to 5.026%. La Caixa is
entitled to ask for the total or partial cancellation of each of the Swap
Agreements, under normal market conditions and subject, however, to certain
limitations concerning prior notice periods and except during certain days
before actual date of dividend payments. Both Swap Agreements shall be
automatically extended for additional successive annual periods subject,
however, to the right for either la Caixa or Morgan Stanley & Co. International
Limited and Societe Generale, respectively, to re-negotiate the terms of the
transaction.
On May 31, 2005 the General Shareholders' Meeting of the Issuer approved
the distribution of the Share Premium Reserve among its shareholders by means of
the assignment to its shareholders of treasury stock. As a consequence thereof,
la Caixa received 9,963,829 shares of the Issuer. Additionally, the General
Shareholders' Meeting approved the reduction of the Issuer's share capital by
means of the redemption of 34,760,964 shares. As a consequence of these
resolutions la Caixa increased its interest in the Issuer up to 5.264%.
On July 25 and July 26, 2005 la Caixa partially cancelled the Swap
Agreements executed with Morgan Stanley & Co. International Limited and Societe
Generale, respectively, and physically delivered a number of shares of the
Issuer equivalent to the shares assigned to la Caixa by virtue of the Share
Premium Reserve distribution (i.e. 9,963,829 shares of the Issuer). After
delivery of those shares to Morgan Stanley & Co. International Limited and to
Societe Generale, the interest of la Caixa in Telefonica, S.A. was 5.062%.
CUSIP No. 879382208 13D Page 5 of 8
Prior to May 8, 1996, two la Caixa representatives were appointed to the
Board of Directors of the Issuer. Mr. Antonio Massanell was appointed on April
24,1995, and Mr. Isidro Faine was appointed on June 30, 1995. Since that time,
and as of each Relevant Date, Mr. Antonio Massanell and Mr. Isidro Faine have
remained on the Board of Directos of the Issuer.
Except as set forth below, as of each of the Relevant Dates and as of the
date hereof, la Caixa did not and does not have any plans or proposals that
relate to the following: (a) the acquisition of additional securities of the
Issuer or the disposition of securities of the Issuer, except with respect to la
Caixa current intention to seek to acquire additional securities of the Issuer
in order to maintain ownership of approximately 5% of the share capital of the
Issuer, and except for the shares subject to delivery upon termination of the
Swap Agreements (i.e. currently 68,036,171 shares representing 1.383% of the
Issuer's share capital); (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the board of directors or
management of the Issuer; (e) material changes in the present capitalization or
dividend policy of the Issuer; (f) other material changes in the Issuer's
business or corporate structure; (g) any changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; (j) or any actions similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
As of the date hereof, la Caixa may be deemed the beneficial owner of
249,095,736 ordinary shares, comprised of (i) 161,913,810 shares owned by Caixa
Holding, S.A.U., a fully owned subsidiary of la Caixa, (ii) 68,036,171 shares
acquired through the Swap Agreements (see Item 4), and (iii) 19,145,755 shares
held by Caixa de Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros. Caixa
Holding, S.A.U. holds all the shares of Caixa de Barcelona Seguros de Vida, S.A.
de Seguros y Reaseguros except for one share, which is held by Caixa Corp, S.A.,
a 99.9%-owned subsidiary of la Caixa. This amount does not include 1,370,330
shares (representing 0.028% of the Issuer's total share capital) acquired by la
Caixa in execution of agreements for the establishment of an employees' stock
options plan. La Caixa is not entitled to exercise any political or economic
rights, nor to transfer or in any way dispose of these shares.
La Caixa and its subsidiaries Caixa Holding, S.A.U. and Caixa de Barcelona
Seguros de Vida, S.A. de Seguros y Reaseguros may have engaged in di minimus
transactions in the Ordinary Shares during the 60 days prior to March 23, 2004
and the 60 days prior to the date of this filing. No other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the ordinary shares directly and indirectly owned by la Caixa,
without prejudice to the obligations assumed by la Caixa under the Swap
Agreements, as described in Item 4 above.
La Caixa hereby disclaims any beneficial ownership of the securities of the
Issuer which are the topic of this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The information set forth in Item 4 of this Schedule 13D is incorporated by
reference herein.
CUSIP No. 879382208 13D Page 6 of 8
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Morgan Stanley Swap Agreement
Exhibit 2. Societe Generale Swap Agreement
CUSIP No. 879382208 13D Page 7 of 8
SIGNATURE
After reasonable 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: February 15, 2006
CAJA DE AHORROS Y PENSIONES DE
BARCELONA ("LA CAIXA")
/s/ Marcelino Armenter Vidal
-----------------------------------
By: Mr. Marcelino Armenter Vidal
Its: Executive
CUSIP No. 879382208 13D Page 8 of 8
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
CAJA DE AHORROS Y PENSIONES DE BARCELONA ("LA CAIXA")
The directors and executive officers of la Caixa as of the date hereof are
set forth below. The business address of each director or executive officer is
that of la Caixa. Unless noted otherwise, each of the named individuals is a
citizen of the Kingdom of Spain.
Directors and officers of la Caixa:
Members of the Board of Directors
Ricardo Fornesa Ribo Avda. Diagonal 621-629, 08028 Barcelona
Ramon Balaguero Ganet Avda. Diagonal 621-629, 08028 Barcelona
Maria Amparo Camarasa Carrasco Avda. Diagonal 621-629, 08028 Barcelona
Marta Domenech Sarda Avda. Diagonal 621-629, 08028 Barcelona
Salvador Gabarro Serra Avda. Diagonal 621-629, 08028 Barcelona
Manuel Garcia Biel Avda. Diagonal 621-629, 08028 Barcelona
Javier Godo Muntanola Avda. Diagonal 621-629, 08028 Barcelona
Immaculada Juan Franch Avda. Diagonal 621-629, 08028 Barcelona
Juan Jose Lopez Burniol Avda. Diagonal 621-629, 08028 Barcelona
Montserrat Lopez Ferreres Avda. Diagonal 621-629, 08028 Barcelona
Jordi Mercader Miro Avda. Diagonal 621-629, 08028 Barcelona
Miquel Noguer Planas Avda. Diagonal 621-629, 08028 Barcelona
Justo Bienvenido Novella Martinez Avda. Diagonal 621-629, 08028 Barcelona
Vicenc Oller Compan Avda. Diagonal 621-629, 08028 Barcelona
Magi Pallares Morgades Avda. Diagonal 621-629, 08028 Barcelona
Manuel Raventos Negra Avda. Diagonal 621-629, 08028 Barcelona
Leopoldo Rodes Castane Avda. Diagonal 621-629, 08028 Barcelona
Lluc Tomas Munar Avda. Diagonal 621-629, 08028 Barcelona
Francesc Tutzo Bennasar Avda. Diagonal 621-629, 08028 Barcelona
Nuria Esther Villalba Fernandez Avda. Diagonal 621-629, 08028 Barcelona
Josep Francesc Zaragoza Alba Avda. Diagonal 621-629, 08028 Barcelona
Executive officers
Isidro Faine Casas Avda. Diagonal 621-629, 08028 Barcelona
Antonio Massanell Lavilla Avda. Diagonal 621-629, 08028 Barcelona
Tomas Muniesa Arantegui Avda. Diagonal 621-629, 08028 Barcelona