| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D Under the Securities Exchange Act of 1934 |
| (Amendment No. 3)* |
Telefónica,
S.A. |
(Name
of Issuer) |
| Ordinary Shares |
(Title
of Class of Securities) |
| 87938220 |
(CUSIP
Number) |
Javier
Malagón Navas Authorized Representative of Banco Bilbao Vizcaya Argentaria, S.A. Paseo de la Castellana 81, 20th Floor 28046 Madrid Spain 011-34-91-537-8172 |
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and
Communications) |
| June 30, 2006 |
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87938220 | 13D |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Banco Bilbao Vizcaya Argentaria, S.A. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Kingdom of Spain |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 342,585,354 |
|
| 8 | SHARED
VOTING POWER Not applicable |
||
| 9 | SOLE
DISPOSITIVE POWER 342,585,354 |
||
| 10 | SHARED
DISPOSITIVE POWER Not applicable. |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,585,354 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.32% |
||
| 14 | TYPE
OF REPORTING PERSON* BK |
||
2 of 7 Pages
Banco Bilbao Vizcaya Argentaria, S.A. hereby amends and supplements its Report on Schedule 13D, originally filed on February 7, 2000 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to the purchase of ordinary shares of €1.00 par value (the “Shares”) of Telefónica, S.A. (the “Company”). Unless otherwise indicated, capitalized terms used in this Amendment No. 3 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.
Rule 13d-2(e) of the Exchange Act provides that the first electronic format amendment to a paper format Schedule 13D shall restate the entire text of the Schedule 13D. Accordingly, the Schedule 13D and each of the prior two amendments thereto are being filed as part of this Amendment as Exhibit 1, Exhibit 2 and Exhibit 3 hereto and are incorporated by reference herein for all purposes. Because previously filed paper exhibits to a Schedule 13D are not required to be restated electronically, exhibits to the Schedule 13D previously filed in paper format are not being refiled with this Amendment.
Item 2. Identity and Background.Item 2 of the schedule 13D is hereby amended and supplemented by the following information:
The person filing this statement is Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), whose principal business office is located at Paseo de la Castellana 81, 28046 Madrid, Spain. The names, addresses, occupations and citizenship of the executive officers and directors of BBVA are set forth on Annex A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by the following information:
Since the filing of Amendment No. 2 to the Schedule 13D on December 22, 2000 (attached hereto as Exhibit 3) through June 30, 2006, BBVA has, directly and indirectly, acquired through open market purchases an additional 67,968,894 Shares. These acquisitions were funded with internally generated funds.
Item 4. Purpose of Transaction.Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:
BBVA intends to review its holdings in the Company on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this ongoing review, BBVA has engaged and/or may in the future engage, legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Company.
Except as set forth in this Amendment, BBVA does not have any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information:
As a result of its acquisition of the Shares through open market transactions, BBVA beneficially owns, directly and indirectly through certain of its subsidiaries, for the purpose of Rule 13d-3 under the Exchange Act, approximately 342,585,354 Shares, representing 6.96% of the outstanding Shares of the Company (6.96% are owned directly by BBVA and less than 0.01% are owned indirectly through certain subsidiaries of BBVA). Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.
The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by the following information:
As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 under the Exchange Act to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 342,585,354 Shares.
Item 7. Material to be Filed as Exhibits.Pursuant to Rule 13d-2(e), this Amendment contains a restatement of the text of the Schedule 13D and the first and second Amendments thereto, which are attached hereto as exhibits as follows:
Exhibit 1. Schedule
13D, filed on February 7, 2000.
Exhibit 2. Amendment No. 1, filed on February
8, 2000.
Exhibit 3. Amendment No. 2, filed on December
22, 2000.
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 19, 2006
| Banco Bilbao Vizcaya Argentaria, S.A. | ||||
| By: | /s/ Javier Malagón Navas | |||
|
|
||||
| Name: | Javier Malagón Navas | |||
| Title: | Authorized Representative of Banco | |||
| Bilbao Vizcaya Argentaria, S.A. | ||||
DIRECTORS AND EXECUTIVE OFFICERS OF BBVA
The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of BBVA. Unless otherwise indicated, the business address of each such person is c/o Banco Bilbao Vizcaya Argentaria, S.A. at Plaza de San Nicolás 4, 48005 Bilbao, Spain, and all the directors and executive officers are citizens of the Kingdom of Spain except for Richard C. Breeden who is a citizen of the United States of America.
| PRESENT PRINCIPAL | ||
| DIRECTORS OF BBVA | OCCUPATION | |
|
|
|
|
| Francisco González Rodríguez | Chairman and Chief Executive Officer BBVA. | |
| José Ignacio Goirigolzarri Tellaeche | President and Chief Operating Officer BBVA. | |
| Tomás Alfaro Drake | Director of Business Management and Administration and Business Sciences programs at Universidad Francisco de Vitoria. | |
| Juan Carlos Álvarez Mezquíriz | Managing Director, Grupo Eulen; Director, Bodegas Vega Sicilia, S.A. | |
| Richard C. Breeden | Chairman, Richard C. Breeden & Co. | |
| Ramón Bustamante y de la Mora | Director, Ctra. Inmo. Urba. Vasco-Aragonesa, S.A. | |
| José Antonio Fernández Rivero | Director of BBVA. | |
| Ignacio Ferrero Jordi | Chairman, Nutrexpa, S.A. Director La Piara S.A.; Director Lladró Comercial S.A. | |
| Román Knörr Borrás | Chairman, Carbónicas Alavesas, S.A.; Director, Mediasal 2000, S.A. and President of the Alava Chamber of Commerce. | |
| Ricardo Lacasa Suárez | Director of BBVA and Chairman of the Audit and Compliance Committee. | |
| Carlos Loring Martínez de Irujo | Director of BBVA. | |
| José Maldonado Ramos | Director and General Secretary BBVA. | |
| Enrique Medina Fernández | Director and Secretary, Sigma Enviro, S.A. | |
| Susana Rodríguez Vidarte | Dean of Deusto “La Comercial” University since 1996. | |
| Telefónica, S.A. | General Director Telefónica, S.A. | |
| Represented by Mr. Angel Vilá Boix | ||
| EXECUTIVE OFFICERS OF BBVA | PRESENT EMPLOYMENT | |
|
|
|
|
| José María Abril Pérez | Wholesale and Investment Banking. | |
| Eduardo Arbizu Lostao | Head of Legal Department. |
| Ángel Cano Fernández | Human Resources and Services. | |
| Manuel González Cid | Finance Division. | |
| Manuel Méndez del Río | Risks. | |
| Vitalino Nafría Aznar | Retail Banking Spain and Portugal. | |
| Ignacio Sánchez-Asiaín Sanz | South America. | |
| José Sevilla Álvarez | Head of the Office of the Chairman. | |
| Javier Ayuso Canals | Corporate Communications. | |
| Javier Bernal Dionis | Business Development and Innovation—Retail Banking Spain and Portugal. | |
| José María García Meyer-Dohner | USA. | |
| Jaime Guardiola Romojaro | Mexico. | |
| Juan Asúa Madariaga | Smes and Large Companies. | |
| Jose Barreiro Hernández | Global Operations. | |
| Vicente Rodero Rodero | Comercial Banking Spain. |