UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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.
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(Name of Issuer)
Ordinary shares, nominal value (euro) 1.00 each
American Depositary Shares, each representing the right to
receive one ordinary share
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(Title of Class of Securities)
879382208
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1996
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(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 7 Pages)
CUSIP No. 879382208 13D Page 2 of 7
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1. Name of Reporting Persons: I.R.S. Identification No.
Caja de Ahorros y Pensiones of above person:
de Barcelona ("la Caixa") Not Applicable
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2. Check the Appropriate Box if a Member of a Group
(a)
(b)
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3. SEC Use Only:
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4. Source of Funds: WC
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
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6. Citizenship or Place of Organization: The Kingdom of Spain
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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
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
249.095.736 (1) (See also Item 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (2) (See also Item 5):
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13. Percent of Class Represented by Amount in Row (11):
Approximately 5.06%
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14. Type of Reporting Person (See Instructions): CO (3)
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/(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.
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CUSIP No. 879382208 13D Page 3 of 7
Item 1. Security and Issuer
This filing relates to the Ordinary Shares, nominal value (euro)1.00
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 ((euro) 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.
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Date of Number of Shares Price Paid Increase in
Acquisition Acquired Percentage of Ownership
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March 19, 2004 37,500,000 As described below in 0.75%
Item 4
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March 23, 2004 37,500,000 As described below in 0.75%
Item 4
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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).
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
CUSIP No. 879382208 13D Page 4 of 7
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 and
Societe Generale, respectively, with maturity date on 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 these equity linked 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 both
equity linked 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 equity linked swap agreement, 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 equity linked 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 equity
linked 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%.
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
CUSIP No. 879382208 13D Page 5 of 7
ownership of approximately 5% of the share capital of the Issuer, and except for
the shares subject to delivery upon termination of the equity linked 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 la Caixa equity 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
equity linked 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.
Item 7. Material to Be Filed as Exhibits
CUSIP No. 879382208 13D Page 6 of 7
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: January 30, 2006
CAJA DE AHORROS Y PENSIONES DE
BARCELONA ("LA CAIXA")
/s/ Marcelino Armenter Vidal
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By : Mr. Marcelino Armenter Vidal
Its : Executive
CUSIP No. 879382208 13D Page 7 of 7
SCHEDULE I
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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