0000950103-08-002647.txt : 20081028 0000950103-08-002647.hdr.sgml : 20081028 20081027183203 ACCESSION NUMBER: 0000950103-08-002647 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081028 DATE AS OF CHANGE: 20081027 GROUP MEMBERS: ANDRES CONCHA RODRIGUEZ GROUP MEMBERS: BENJAMIN HOLMES BIERWIRTH GROUP MEMBERS: CARLOS DIAZ VERGARA GROUP MEMBERS: EMILIO GILOLMO LOPEZ GROUP MEMBERS: FERNANDO BUSTAMANTE HUERTA GROUP MEMBERS: HERNAN CHEYRE VALENZUELA GROUP MEMBERS: MARCO COLODRO HADJES GROUP MEMBERS: NARCIS SERRA SERRA GROUP MEMBERS: PATRICIO ROJAS RAMOS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATIONS CO OF CHILE CENTRAL INDEX KEY: 0000863614 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-55463 FILM NUMBER: 081143209 BUSINESS ADDRESS: STREET 1: PROVIDENCIA NO 111 STREET 2: PISO 2 CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5626913869 MAIL ADDRESS: STREET 1: PROVIDENCIA 111 CITY: SANTIAGO STATE: F3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE COMPANY OF CHILE DATE OF NAME CHANGE: 19941027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATIONS CO OF CHILE CENTRAL INDEX KEY: 0000863614 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: PROVIDENCIA NO 111 STREET 2: PISO 2 CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5626913869 MAIL ADDRESS: STREET 1: PROVIDENCIA 111 CITY: SANTIAGO STATE: F3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE COMPANY OF CHILE DATE OF NAME CHANGE: 19941027 SC 13E3 1 dp11705_sc13e3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

COMPAÑÍA DE TELECOMUNICACIONES DE CHILE S.A.

________________________________________________________________________________________________________

(Name of the Issuer)

____________________

Emilio Gilolmo López

Narcís Serra Serra

Andrés Concha Rodriguez

Fernando Bustamante Huerta

Hernán Cheyre Valenzuela

Carlos Díaz Vergara

Patricio Rojas Ramos

Benjamín Holmes Bierwirth

Marco Colodro Hadjes

(Names of Person(s) Filing Statement)

American Depositary Shares

(Each Representing 4 Shares of Series A Common Stock, no par value)

________________________________________________________________________________________________________

(Title of Class of Securities)

204449300

________________________________________________________________________________________________________

(CUSIP Number of Class of Securities)

Shares of Series A Common Stock, no par value, and Shares of Series B Common Stock, no par value

________________________________________________________________________________________________________

(Title of Class of Securities)

n/a

________________________________________________________________________________________________________

(CUSIP Number of Class of Securities)

Cristian Aninat Salas

General Counsel

Compañía de Telecomunicaciones de Chile S.A.

Avenida Providencia 111

Santiago, Chile

(562) 691-2020

________________________________________________________________________________________________________

(Name, Address, and Telephone Numbers of Persons Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With a copy to

Nicholas A. Kronfeld

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

This statement is filed in connection with (check the appropriate box):

o	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o	b.	The filing of a registration statement under the Securities Act of 1933.
x	c.	A tender offer.
o	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:	o
Check the following box if the filing is a final amendment reporting the results of the transaction:	o

Calculation of Filing Fee
Transaction valuation		Amount of filing fee
$374,129,535.01(1)		$14,703.29

(1) Estimated solely for the purpose of determining the filing fee. The transaction valuation was calculated by Inversiones Telefónica Internacional Holding Limitada by adding (A) the product of (x) 180,702,226 (which is the sum of the number of Compañía de Telecomunicaciones de Chile S.A. Series A Shares represented by American Depositary Shares, each representing 4 Series A Shares, and an estimate of the maximum number of Series A Shares held by U.S. Holders) times (y) the purchase price of Ch$ 1,100 per Series A Share, net in cash, converted to U.S. dollars using an exchange rate of Ch$ 532.42 to U.S.$1.00, the Observed Exchange Rate (as defined in the Offer to Purchase) as of September 16, 2008 and (B) the product of (x) 425,857 (which is the estimate of the maximum number of Compañía de Telecomunicaciones de Chile S.A. Series B Shares held by U.S. Holders) times (y) the purchase price of Ch$ 990 per Series B Share, net in cash, converted to U.S. dollars using an exchange rate of Ch$ 532.42 to U.S. $1.00, the Observed Exchange Rate as of September 16, 2008.

x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$14,703.29
Form or Registration No.:	Schedule TO
Filing Party:	Inversiones Telefónica Internacional Holding Limitada
Date Filed:	September 17, 2008 and October 22, 2008 (Amendment No. 8)

Introduction

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed by each of the signatories hereto (each, a “Filing Person”) in his respective individual capacity. The Filing Persons are directors or, in two cases, alternate directors (“Directors”) of Compañía de Telecomunicaciones de Chile S.A., a Chilean sociedad anónima (the “Company”). The Schedule 13E-3 is being filed in connection with a tender offer by Inversiones Telefónica Internactional Holding Limitada, a Chilean limited liability company (sociedad de responsabilidad limitada) (the “Purchaser”) and an indirect wholly-owned subsidiary of Telefónica, S.A. (“Telefónica”), a publicly held stock corporation organized and existing under the laws of the Kingdom of Spain with its corporate seat located in Madrid. The Purchaser has offered to purchase (1) any and all of the outstanding shares of Series A common stock, no par value (the “Series A Shares”) and Series B shares of common stock, no par value (the “Series B Shares” and, together with the Series A Shares, the “Shares”), of the Company, other than Shares currently owned by Telefónica Internacional Chile S.A., a corporation organized and existing under the laws of the Republic of Chile (“TICSA”), the parent company of Purchaser and a wholly-owned subsidiary of Telefónica, from all holders of Shares resident in the United States (the “U.S. Holders”) for 1,100 Chilean pesos per Series A Share and 990 Chilean pesos per Series B Share and (2) any and all of the outstanding American Depositary Shares (“ADSs”) of the Company, each representing four Series A Shares, for 4,400 Chilean pesos per ADS (such offer, the “U.S. Offer”), on the terms and subject to the conditions set forth in the Purchaser’s offer to purchase, dated as of September 17, 2008 (as amended and supplemented by the Supplement to the Offer to Purchase dated October 21, 2008 and as may be further amended and supplemented from time to time, the “Offer to Purchase”), and the related letters of transmittal attached as exhibits to the Tender Offer Statement and Rule 13e−3 Transaction Statement on Schedule TO filed by the Purchaser and Telefónica on September 17, 2008, as amended by Amendment No. 1 filed on September 17, 2008, Amendment No. 2 filed on September 19, 2008, Amendment No. 3 filed on September 22, 2008, Amendment No. 4 filed on September 24, 2008, Amendment No. 5 filed on October 1, 2008, Amendment No. 6 filed on October 6, 2008, Amendment No. 7 filed on October 14, 2008 and Amendment No. 8 filed on October 22, 2008 (as amended or supplemented from time to time, the “Schedule TO”). The purchase price will be, in each case, payable in United States dollars, with the dollar amount thereof being determined by the daily average dollar-to-peso exchange rate at which commercial banks conduct authorized transactions in Chile as determined by the Central Bank of Chile and published in the Official Gazette in Chile on the expiration date of the U.S. Offer (the “U.S. Offer Price”). Through a concurrent offer in Chile (the “Chilean Offer” and together with the U.S. Offer, the “Offer”), the Purchaser is offering to purchase any and all of the outstanding Shares, other than Shares currently owned by TICSA, including Shares held by U.S. Holders. Except as otherwise required by applicable law and regulations, the Purchaser intends to consummate the U.S. Offer concurrently with the Chilean Offer.

The U.S. Offer is open to U.S. Holders of Shares and all holders of ADSs. Non-U.S Holders of Shares must tender their Shares into the Chilean Offer. U.S. Holders of Shares may tender their Shares into either the U.S. Offer or the Chilean Offer. Holders of ADSs must tender their Shares into the U.S. Offer.

The U.S. Offer is currently scheduled to expire at 11:00 p.m., New York Time, on October 30, 2008 (the “Expiration Date”), unless and until the Purchaser, in its sole discretion (but subject to the applicable rules and regulations of the Securities Exchange Commission (“SEC”)), shall have extended the period of time during which the U.S. Offer will remain open, in which event the term “Expiration Date” will mean the latest time and date at which the U.S. Offer, as so extended by Purchaser, shall expire.

Pursuant to Chilean law, each Director in his individual capacity must express in writing his reasoned opinion as to whether the Offer could be in the interest of the Company’s shareholders (the “Shareholders”). The Company has been informed by the Superintendencia de Valores y Seguros that Chilean law does not contemplate a recommendation of the Board, acting as such, that the Shareholders accept or reject the Offer. The Board, acting as such, therefor has not expressed an opinion and remains neutral with respect to the Offer.

Certain information set forth in the Schedule TO and the Offer to Purchase is hereby expressly incorporated herein by reference in response to items required in this Schedule 13E-3 as stated below.

Item 1. Summary Term Sheet

Regulation M-A Item 1001.

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

Item 2. Subject Company Information

Regulation M-A Item 1002.

(a) Name and Address.

The name of the subject company is Compañía de Telecomunicaciones de Chile S.A. The address of the principal executive offices of the Company is Avenida Providencia 111, Santiago, Chile, and the telephone number of the principal executive offices of the Company is (562) 691-2020.

(b) Securities.

The subject class of securities is the Company's Series A Shares, Series B Shares, and ADSs. As of October 22, 2008, there were 873,995,447 Series A Shares outstanding, including 165,292,071 Series A Shares evidenced by ADSs, and 83,161,638 Series B Shares outstanding.

The information set forth in the Offer to Purchase under the caption “THE U.S. OFFER—7. Price Range of Shares and ADSs; Dividends” is incorporated herein by reference.

(d) Dividends.

The information set forth in the Offer to Purchase under the caption “THE U.S. OFFER—7. Price Range of Shares and ADSs; Dividends” is incorporated herein by reference.

(e) Prior Public Offerings.

None.

(f) Prior Stock Purchases.

None.

Item 3. Identity and Background of Filing Person(s)

Regulation M-A Item 1003(a) through (c).

(a) Name and Address.

The name, business address and business telephone number of each Filing Person is as follows:

Emilio Gilolmo López, director

c/o Compañía de Telecomunicacionesde Chile S.A.

Avenida Providencia 111

Santiago, Chile

Telephone: 562-691-2020

Carlos Díaz Vergara, alternate director

c/o Compañía de Telecomunicacionesde Chile S.A.

Avenida Providencia 111

Santiago, Chile

Telephone: 562-691-2020

Narcís Serra Serra, director c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020	Patricio Rojas Ramos, director c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020
Andrés Concha Rodriguez, director c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020	Benjamín Holmes Bierwirth, alternatedirector c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020
Fernando Bustamante Huerta, director c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020	Marco Colodro Hadjes, director c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020
Hernán Cheyre Valenzuela, director c/o Compañía de Telecomunicacionesde Chile S.A. Avenida Providencia 111 Santiago, Chile Telephone: 562-691-2020

(b) Business and Background of Entities.

Not applicable.

Set forth below is the name, present and principal occupation or employment and material occupations, positions, offices or employments for the past five years of Filing Person. Except as noted below, all Filing Persons citizens of Chile.

Name	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years

Emilio Gilolmo López

Emilio Gilolmo López became a Director and the Chairman of the Board of Directors in April 2006. Within the Telefónica Group he has served as a member of the Board of Sogecable S.A.and Chairman of Lolafilms S.A., each of which is located in Madrid, Spain. He is a director of Atento Chile, located in Satiago, Chile. He is a professor in constitutional law at Complutense University of Madrid. He is Vice President of the Spanish Federation of Human Rights Protection located in Madrid, Spain. He is a citizen of the Kingdom of Spain.

Narcís Serra Serra

Narcís Serra Serra became a Director and Deputy Chairman of the Board in July 2004. He is the Chairman of Fundación CIDOB of the National Museum of Art of Catalunya, Deputy Chairman of Catalunya’s Advisory Board of Telefónica

Name	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years

	S.A., member of the Board of TELESP, Telefónica Internacional, S.A., each a telecommunications company, and Caixa Catalunya, a financial institution, each located in Madrid, Spain. He was a member of the Spanish parliament from 1986 to 2004. He is a citizen of the Kingdom of Spain.
Andrés Concha Rodriguez	Andrés Concha Rodríguez became Director on April 26, 2001. At present, he is the General Director of the Chilean Federation of Industry, member of the Board of Security Holdings, a financial institution located at Apoquindo 3150 Piso 14, Las Condes, Santiago,Chile, and a member of the Board of Pilmaiquen Electrical Co., an utility company located at Burgos 80, Oficina 902, Comuna de Las Condes, Santiago, Chile. Since July 1, 1996, he has served as the General Secretary (Secretario General) of Sociedad de Fomento Fabril located at Avda Andrés Bello 2777 Piso 3, Las Condes, Santiago, Chile.
Fernando Bustamante Huerta	Fernando Bustamante Huerta became a Director on April 26, 2001. He is a director of Chamisero Inmobiliaria S.A. and Laboratorio Track Pharma Invertec, each a Chilean company located in Santiago. He owns 10% or more of the interests in each of Inversiones El Olivar Ltda. and Asesorías e Inversiones Sándalo Ltda., each located on Santiago, Chile. From 2000 to 2006 he was the President of Metro S.A.
Carlos Díaz Vergara	Carlos Díaz Vergara became Director on April 15, 2004. He is a member of the Risk Rating Commission for securities that can be purchased by pension funds in Chile. Currently, he holds the positions of Dean and Professor at the School of Business and Economics at the Universidad de los Andes located in Santiago, Chile. From 2000 to 2004 he was a director of the Santa Coralina companies located in Santiago, Chile.
Patricio Rojas Ramos	Patricio Rojas Ramos became a Director in April 2005. He is a partner of Patricio Rojas & Asociados, an economic consulting company. He is a director of BCI, a financial services company located in Santiago, Chile. He is professor of the Department of Economics at the Universidad Católica de Chile in Santiago.
Benjamín Holmes Bierwirth	Benjamin Holmes Bierwirth became Director in April 2005. He is a member of the Board of Zona Franca Iquique, Soc. Agricola Ganadera la Engorda and Portal de Arte, each a Chilean company located in Santiago. From 2000 to 2006, he was a Director of Laboratorio City, a Chilean company located in Santiago.
Marco Colodro Hadjes	Marco Colodro Hadjes became a Director on January 28, 2005. He is a director of Banco Santander Chile, located in Santiago, Chile. He has been Deputy Chairman of Banco del Estado de Chile (1994 – 2004) and Chairman of Televisión Nacional de Chile (2002 – 2004), each located in Santiago, Chile.
Hernán Cheyre Valenzuela	Hernán Cheyre Valenzuela became a Director on April 15, 2004. He is the Chairman of Econsult, a consulting company located at El Golf 99, Santiago, Chile. From 2000 March, 2004, he was the General Manager of Fitch Ratings located at El Golf 99, Santiago, Chile.

None of the Filing Persons have been convicted in a criminal proceeding during the past five years. In addition, none of the Filing Persons were party to any judicial or administrative proceeding related to a violation of federal or state securities laws during the past five years.

Item 4. Terms of the Transaction

Regulation M-A Item 1004(a) and (c) through (f).

(a) Material Terms.

The information set forth in the Offer to Purchase in the section entitled “Summary Term Sheet” and the information set forth in the Offer to Purchase in the sections entitled “Special Factors—Recent Discussions and Related Events,” “THE U.S. OFFER—1. Terms of the U.S. Offer,” “THE U.S. OFFER—2. Acceptance of Payment,” “THE U.S. OFFER—3. Procedure for Accepting the U.S. Offer—Holders of Shares,” “THE U.S. OFFER—4. Procedures for Accepting the U.S. Offer—Holders of ADSs” and “THE U.S. OFFER—5. Withdrawal Rights” is incorporated herein by reference.

None.

(d) Appraisal Rights.

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet—Do I have statutory appraisal rights?”

“Special Factors—Appraisal Rights”

(e) Provisions for Unaffiliated Security Holders.

None.

(f) Eligibility for Listing or Trading.

None.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005(a) through (c) and (e).

(a) Transactions.

None.

(b) Significant Corporate Events.

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference. The Filing Persons have no knowledge of these matters independent of what is disclosed in the Offer to Purchase and have not investigated or verified such disclosures.

“Special Factors—Related Party Transactions”

(e) Agreements Involving the Subject Company's Securities.

None.

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006(b) and (c)(1) through (8).

(b) Use of Securities Acquired.

“Special Factors—Purpose and Structure of the Offers; Reasons of the Telefónica Group for the Offers”

(c)(1)-(8) Plans.

“Summary Term Sheet—Will the Offers be followed by a Merger?”

“Summary Term Sheet—Will the Company continue as a public company?”

“Special Factors—Purpose and Structure of the Offers; Reasons of the Telefónica Group for the Offers”

“Special Factors—Plans for the Company After the Offers”

“Special Factors—Certain Effects of the Offers”

“THE U.S. OFFER—11. Effect of the Offers on the Market for the Shares and ADSs; Exchange Act Registration”

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013.

(a) Purposes.

“Special Factors—Purpose and Structure of the Offers; Reasons of the Telefónica Group for the Offers”

(b) Alternatives.

Not applicable.

“Special Factors—Purpose and Structure of the Offers; Reasons of the Telefónica Group for the Offers”

(d) Effects.

“Special Factors—Certain Effects of the Offers”

“Special Factors—Interests of Certain Persons in the Offers”

“THE U.S. OFFER—6. Certain Tax Considerations”

“THE U.S. OFFER—11. Effect of the Offers on the Market for the Shares and ADSs; Exchange Act Registration”

Item 8. Fairness of the Transaction

Regulation M-A Item 1014.

(a)-(b) Fairness; Factors Considered in Determining Fairness.

Each of the Filing Persons, each acting in his individual capacity as a director or alternate director of the Company, has stated in his respective opinion letter dated September 24, 2008, as supplemented by the letter dated October 24, 2008 (each an “Opinion Letter” and collectively, the “Opinion Letters”), such Filing Person’s recommendation of the Offer. Each Filing Person believes that the offer is fair to unaffiliated Shareholders and ADR-holders of the Company. Such Opinion Letters describe the material factors on which such belief is based. English translations of the Opinion Letters are attached to this Schedule 13E-3 as Exhibits (a)(10) and (a)(11).

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet—What are the most significant conditions to the U.S. Offer?”

“Summary Term Sheet—What are the conditions to the Chilean Offer?”

“THE U.S. OFFER—12. Certain Conditions of the U.S. Offer”

(d) Unaffiliated Representative.

None.

(e) Approval of Directors.

Although each of the Directors, acting in his individual capacity, has recommended the offer, none of the Directors has approved the Offer in his capacity as a Director, and the Company’s Board of Directors has not expressed an Opinion on the Offer.

(f) Other Offers.

None.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015.

(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents.

None.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007.

(a)-(b) Source of Funds; Conditions.

The information set forth in the Offer to Purchae under the following captions is incorporated herein by reference. The Filing Persons have no knowledge of these matters independent of what is disclosed in the Offer to Purchase and have not investigated or verified such disclosures.

“Summary Term Sheet—Do you have the financial resources to make payment?”

“THE U.S. OFFER—10. Source and Amount of Funds”

The information set forth in the Offer to Purchaser under the following captions is incorporated herein by reference. The Filing Persons have no knowledge of these matters independent of what is disclosed in the Offer to Purchase and have not investigated or verified such disclosures.

“THE U.S. OFFER—10. Source and Amount of Funds”

“THE U.S. OFFER—14. Fees and Expenses”

The Filing Persons, as Directors of the Company, have not incurred any direct expenses in connection with the Offer. The Company estimates that it will incur legal expenses of approximately $70,000 for the benefit of the Filing Persons.

(d) Borrowed Funds.

“Summary Term Sheet—Do you have the financial resources to make payment?”

“THE U.S. OFFER—10. Source and Amount of Funds”

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008.

(a) Securities Ownership.

The following Filing Persons own Shares: Marco Colodro beneficially owns 2 Series B Shares, representing less than 1% of the total outstanding Series B Shares, and Alfonso Ferrari beneficially owns 1 Series B Share, representing less than 1% of the total outstanding Series B Shares.

(b) Securities Transactions.

None.

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012(d) and (e).

(d) Intent to Tender or Vote in a Going-Private Transaction.

After reasonable inquiry and to their best knowledge, each Filing Person understands that no director of the Company intends to tender, sell or hold ADSs or Shares and that certain executive officers of the Company intend to tender to the Purchaser all ADSs or Shares held by such executive officers pursuant to the Offer. The Filing Persons are not aware of the reasons for such intent, except that Messrs. Colodro and Ferrari may not tender their respective Series B Shares because, pursuant to the bylaws of the Company, they are required to hold such Series B Shares for the duration of their respective directorships.

(e) Recommendations of Others.

Each of the members of the Company’s Board of Directors, each acting in his individual capacity, has stated in his respective Opinion Letter his recommendation that the Company’s shareholders accept the Offer and tender their respective Shares and ADSs, as applicable, into the Offer. The reasons for each such recommendation are set forth in the Opinion Letters.

Item 13. Financial Information

Regulation M-A Item 1010.

(a) Financial Statements.

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“THE U.S. OFFER—8. Certain Information Concerning the Company—Financial Information”

(b) Pro Forma Information.

Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009.

(a) Solicitations or recommendations.

Neither the Filing Persons, nor any person acting on any of their behalf, has employed, retained or compensated any person to make solicitations or recommendations to stockholders on their behalf concerning the Offer.

(b) Employees and Corporate Assets.

Not applicable

Item 15. Additional Information

Regulation M-A Item 1011(b).

(b) Other Material Information.

None.

Item 16. Exhibits

Exhibit No.	Description
Exhibit (a)(1)	Schedule TO, dated September 17, 2008.*
Exhibit (a)(2)	Amendment No. 1 to the Schedule TO, dated September 17, 2008.*
Exhibit (a)(3)	Amendment No. 2 to the Schedule TO, dated September 19, 2008.*
Exhibit (a)(4)	Amendment No. 3 to the Schedule TO, dated September 22, 2008.*
Exhibit (a)(5)	Amendment No. 4 to the Schedule TO, dated September 24, 2008.*
Exhibit (a)(6)	Amendment No. 5 to the Schedule TO, dated October 1, 2008.*
Exhibit (a)(7)	Amendment No. 6 to the Schedule TO, dated October 6, 2008.*
Exhibit (a)(8)	Amendment No. 7 to the Schedule TO, dated October 14, 2008.*
Exhibit (a)(9)	Amendment No. 8 to the Schedule TO, dated October 22, 2008.*
Exhibit (a)(10)	English translations of the opinion letters dated September 24, 2008 delivered by each Filing Person.
Exhibit (a)(11)	English translations of supplemental opinion letters dated October 24, 2008 delivered by each Filing Person.

* Previously filed.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2008


	/s/ Emilio Gilolmo López
	Name:	Emilio Gilolmo López
	Title:	Director


	/s/ Narcís Serra Serra
	Name:	Narcís Serra Serra
	Title:	Director


	/s/ Andrés Concha Rodriguez
	Name:	Andrés Concha Rodriguez
	Title:	Director


	/s/ Fernando Bustamante Huerta
	Name:	Fernando Bustamante Huerta
	Title:	Director


	/s/ Hernán Cheyre Valenzuela
	Name:	Hernán Cheyre Valenzuela
	Title:	Director


	/s/ Carlos Díaz Vergara
	Name:	Carlos Díaz Vergara
	Title:	Alternate Director


	/s/ Patricio Rojas Ramos
	Name:	Patricio Rojas Ramos
	Title:	Director


	/s/ Benjamín Holmes Bierwirth
	Name:	Benjamín Holmes Bierwirth
	Title:	Alternate Director


	/s/ Marco Colodro Hadjes
	Name:	Marco Colodro Hadjes
	Title:	Director

EX-99.A10 2 dp11705_exa10.htm

Exhibit (a)(10)

[Compañía de Telecomunicaciones de Chile S.A. letterhead]

Santiago September 24, 2008

Mr. Guillermo Larraín Ríos

Superintendent of Securities and Insurance

I hereby attach, the originals of letters issued by the members of the board of directors of the company as indicated below, in compliance with Securities Market Law 18.045, article 207, item c), in connection with the public offer to purchase shares of Compañía de Telecomunicaciones de Chile S.A., launched on September 16, 2008 by Telefónica Internacional Holding Chile Limitada.

Emilio Gilolmo López, director,

Narcis Serra Serra, director (photocopy attached, original to follow tomorrow),

Andrés Concha Martínez, director,

Fernando Bustamante Huerta, director,

Hernán Cheyre Valenzuela, director, Carlos Díaz Vergara, alternate director,

Patricio Rojas Ramos, director, Benjamín Holmes Bierwirth, alternate director, and

Marco Colodro Hadjes, director.

With nothing further, best regards,

/s/ Emilio Gilolmo López

Emilio Gilolmo López

Chairman of the Board of Directors

Compañía de Telecomunicaciones de Chile S.A.

Santiago, September 22 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

In accordance with what is set forth in letter c) of article 207 of Act 18,045 of the Securities Market and in my capacity as a director of Compañía de Telecomunicaciones de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my opinion regarding the takeover bid of the shares referred to (the “Bid”).

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486 million series A shares and 41 million series B shares equal to 55.1% of the total stock issued with voting rights by Telefónica Chile, at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare that as of this date I have no relationship whatsoever with the Bidder nor any interest in its operations, acts or contracts.

I have been a Director since April 26 2001 and I was reelected on April 13 2007 with the votes of the company Telefónica Internacional Chile S.A., the shareholder and controller of Telefónica Chile belonging to the Telefónica S.A. group.

I declare that I am not a shareholder of Telefónica Chile and that I have no personal interest in the Bid.

An opinion on the Bid.

Whilst preparing this opinion, I have taken into account the terms and conditions of the Bid reported in the Notification of Commencement, in the Prospectus and the public information issued by domestic and international analysts on Telefónica Chile.

Bearing this in mind then, I deem that the Bid might be in the interest of the shareholders for the reasons I set forth hereafter:

The price offered has been carrying a 25% premium over the latest closing price of the share (11.09.08)

The price offered carries a 33% premium over the series A shares and a 36% over the series B shares in accordance with the weighted price per volume between June 10 and September 4 2008

The price offered has been carrying a 34% premium over the average price of the series A shares during the last 30 stock market sessions prior to the Notification of Commencement. Furthermore, the premium paid for the latest Takeover Bids of Chilean companies has been 24% compared to the 34% of this one,

The Bid covers all of the series A and B shares of Telefónica Chile, so there is no question of them being apportioned.

The series B share cannot be easily disposed of in the market,

The price means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar fixed/integrated phone companies in the region,

The price of 1,000 pesos per series A shares is comparable to the average target price of the analysts of Telefónica Chile which is 1,019 pesos

Telefónica Chile’s liquidity has been drastically reduced over the last two years and it could become gradually more complex and difficult to dispose of an investment in shares belonging to Telefónica Chile

The difficult time that stock markets worldwide are facing where series A shares have dropped by 16% in 2008 alone

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

I should like the shareholders to know that I am stating this opinion whilst complying with my legal obligation and it is not an advice or a recommendation to the shareholders to sell or keep their shares of Telefónica Chile. Therefore, I recommend the shareholders seek whatever advice they feel is pertinent both as regards the legal, financial and tax aspects as well as any others, in order that they might to take an informed decision that is in their best interests.

Yours faithfully,

(signature illegible)

Fernando Bustamante Huerta

Full Series A Director

Compañía de Telecomunicaciones de Chile S.A.

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

In accordance with what is set forth in letter c) of article 207 of Act 18,045 of the Securities Market and in my capacity as a deputy director of Compañía de Telecomunicaciones de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my opinion regarding the takeover bid of the shares referred to (the “Bid”).

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the total stock of both series issued by Telefónica Chile that does not belong to the Bidder or its controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare that I have no relationship whatsoever with the controller and partner of Telefónica Chile nor with the Bidder.

I also declare that I am not a shareholder of Telefónica Chile, that I have no personal interest in the Bid and that I was elected a director of the company without having received any votes from the shareholder and controller.

An opinion on the Bid.

Whilst preparing this opinion, I have taken into account the information relating to Telefónica Chile that is available to the public, the terms of the Bid reported in the Notification of Commencement and the information found in the prospectus on the Bid prepared by the Bidder.

In accordance with this then, and on the basis of the factors that I have set forth hereafter, I deem that the Bid might be in the interest of those shareholders wishing to dispose of their investment:

The price offered has been carrying a 25% premium over the last closing price of the shares (11.09.08), a 33% premium over the series A shares and a 36% over the series B shares compared to the weighted price per volume between June 10 and September 4 2008 and a 34% premium over the average price of the series A shares during the last 30 stock market sessions prior to the Notification of Commencement.

The Bid covers all of the series A and B shares of Telefónica Chile that do not belong to the controller, so there is no question of apportioning them.

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

Yours faithfully,

(signature illegible)

Benjamín Holmes Bierwirth

Deputy Director

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

Background information behind the Bid:

Relations with the Bidder and the controller:

As of this date I have no relationship whatsoever with the Bidder nor any interest in his operations, acts or contracts.

I have been a Director since April 13 2007 elected with the votes of the company Telefónica Internacional Chile S.A., the shareholder and controller of Telefónica Chile belonging to the Telefónica S.A. group.

I declare that I am the owner of one series B share because the corporate by-laws call for all directors to be shareholders of that series. I also declare having no personal interest in the Bid.

An opinion on the Bid.

Bearing this in mind then, I deem that the Bid might be in the interest of the shareholders for the reasons I set forth hereafter:

The price means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar fixed/integrated phone companies in the region,

The price of 1,000 pesos per series A shares is comparable to the average target price of 1,019 pesos that analysts of Telefónica Chile established throughout 2008,

The uncertainties being faced by stock markets worldwide as a result of fallout from the subprime crisis,

The huge transformations that the telecommunications market is facing as a result of technological and regulatory changes as well as the stiff competition reigning.

Final Considerations:

Yours faithfully,

(signature illegible)

Marco Colodro Hadjes

Director

Compañía de Telecomunicaciones de Chile S.A.

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 55.1% of the total stock issued with voting rights by Telefónica Chile, at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare that as of this date I am a Director of the following companies belonging to the Telefónica S.A. group in which I receive no remuneration whatsoever.

Atento Chile S.A.

Telefónica Larga Distancia S.A.

Telefónica Empresas Chile S.A.

I am also a Director of Telefónica Internacional Chile S.A. where I do receive a remuneration.

I have been a Director of Telefónica Chile since April 27 2006, elected with the votes of the company Telefónica Internacional Chile S.A., the shareholder and controller of Telefónica Chile belonging to the Telefónica S.A. group.

I declare that I am not a shareholder of Telefónica Chile and that I have no personal interest in the Bid other than what might stem from the relations previously declared.

An opinion on the Bid.

Whilst preparing this opinion, I have taken into account the terms and conditions of the Bid Reported in the Notification of Commencement, in the Prospectus and public information issued by domestic and international analysts on Telefónica Chile.

Bearing this in mind then, I deem that the Bid might be in the interest of the shareholders for the reasons I set forth hereafter:

The price offered has been carrying a 25% premium over the latest closing price of the share (11.09.08)

The price offered carries a 32.8% premium over the series A shares and a 35.9% over the series B shares in accordance with the weighted price per volume between June 10 and September 4 2008

The Bid covers all of the series A and B shares of Telefónica Chile, so there is no question of them being apportioned.

The series B share cannot be easily disposed of in the market,

The price means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar fixed/integrated phone companies in the region,

The price of 1,000 pesos per series A shares is comparable to the average target price of the analysts of Telefónica Chile which is 1,019 pesos

The difficult time that stock markets worldwide are facing where series A shares have dropped by 16% in 2008 alone

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

Yours faithfully,

(signature illegible)

Emilio Gilolmo López

Director

Compañía de Telecomunicaciones de Chile S.A.

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

In accordance with what is set forth in letter c) of article 207 of Act 18,045 of the Securities Market and in my capacity as a full director of Compañía de Telecomunicaciones de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my opinion regarding the takeover bid of the shares referred to (the “Bid”).

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the total stock of both series issued by Telefónica Chile and which does not belong to the Bidder or to its controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare that I have no relationship whatsoever with the partner and controller of Telefónica Chile nor with the Bidder

I also declare that I am not a shareholder of Telefónica Chile, that I have no personal interest in the Bid and that I was elected a director of the company without any votes from the shareholder and controller.

An opinion on the Bid.

With this in mind, and on the basis of the factors that I mention hereafter, I deem that the Bid might be in the interest of those shareholders wishing to dispose of their investment:

The price offered has been carrying a 25% premium over the latest closing price of the share (11.09.08), a 33% over the series A shares and a 36% over the series B shares compared to the weighted price per volume between June 10 and September 4 2008 and a 34% premium over the average price of series A shares during the last 30 stock market sessions prior to the Notification of Commencement.

The Bid covers all of the series A and B shares of Telefónica Chile that do not belong to the controller, so there is no question of them being apportioned.

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

Yours faithfully,

(signature illegible)

Patricio Rojas Ramos

Full Director

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 55.1% of the total stock issued by Telefónica Chile that does not belong to the Bidder or its controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

As of this date I have no relationship with the Bidder nor any interest in his operations, acts or contracts.

I have been a director since April 13 2007, elected with the votes of the company Telefónica Internacional Chile S.A., the stockholder and controller of Telefónica Chile belonging to the Telefónica S.A. group.

I hereby declare that I am not a shareholder of Telefónica Chile and that I have no personal interest in the Bid.

An opinion on the Bid.

With the foregoing in mind, I deem that the Bid might be in the interest of the shareholders for the reasons I shall now go on to explain:

The price offered has been carrying a 34% premium over the average price of the series A shares during the last 30 stock market sessions prior to the Notification of Commencement. Moreover, the premium paid for the latest Takeover Bids of Chilean companies amounted to 24% compared to the 34% of this one,

The price means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar fixed/integrated phone companies in the region.

The price of 1,000 pesos per series A shares is comparable with the average target price of 1,019 pesos that the analysts of Telefónica Chile established throughout 2008.

The uncertainties faced by stock markets worldwide as a result of fallout from the subprime crisis.

Final Considerations:

Yours faithfully,

(signature illegible)

Andrés Concha Rodríguez

Director of Compañía de Telecomunicaciones de Chile

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the total stock of both series issued by Telefónica Chile and which does not belong to the Bidder or his controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare I have been a Director since April 27 2007, elected with the votes of the shareholder Telefónica Internacional Chile S.A., the controller of Telefónica Chile belonging to the Telefónica S.A. group.

Moreover, I am a director on the board of the companies Telefónica Internacional SAU and Telesp, representing Telefónica S.A., and I receive a remuneration as such.

I declare that I am not a shareholder of Telefónica Chile and that I have no personal interest in the Bid other than what could stem from the relations described previously.

An opinion on the Bid.

Bearing this in mind then, I deem that the Bid might be in the interest of the shareholders for the reasons I set forth hereafter:

The price offered has been carrying a 25% premium over the latest closing price of the share (11.09.08)

The price offered carries a 33% premium over the series A shares and a 36% over the series B shares in accordance with the weighted price per volume between June 10 and September 4 2008

The Bid covers all of the series A and B shares of Telefónica Chile, so there is no question of them being apportioned.

The series B share cannot be easily disposed of in the market,

The price means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar fixed/integrated phone companies in the region,

The price of 1,000 pesos per series A shares is comparable to the average target price of the analysts of Telefónica Chile which is 1,019 pesos

The difficult time that stock markets worldwide are facing where series A shares have dropped by 16% in 2008 alone, and

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

Yours faithfully,

(signature illegible)

Narcis Serra Serra

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the total stock of both series issued by Telefónica Chile and which does not belong to the Bidder or to its controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare that I have no relationship whatsoever with the partner and controller of Telefónica Chile nor with the Bidder

An opinion on the Bid.

With this in mind, and on the basis of the factors that I mention hereafter, I deem that the Bid might be in the interest of those shareholders wishing to dispose of their investment:

The Bid covers all of the series A and B shares of Telefónica Chile that do not belong to the controller, so there is no question of them being apportioned.

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

Yours faithfully,

(signature illegible)

Hernán Cheyre Valenzuela

Full Director

Santiago, September 24 2008

To the Shareholders of

Compañía de Telecomunicaciones de Chile S.A.

Re: Takeover Bid of the Shares of Compañía de Telecomunicaciones de Chile S.A.

by Telefónica S.A. through its subsidiary Inversiones Telefónica Internacional Holding Limitada

Dear Sirs,

Background information behind the Bid:

As you will have noticed in advertisements published in the newspapers El Mercurio of Santiago and La Tercera on September 16 last (the “Notification of Commencement”), the company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a company belonging to the Telefónica S.A. group has offered to acquire 486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the total stock of both series issued by Telefónica Chile that does not belong to the Bidder or its controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per series A share and 900 pesos per series B share, payable in cash. The remainder of the terms and conditions of the Bid are mentioned in the Notification of Commencement and in the prospectus of the Bid prepared by the Bidder that is at the disposal of any parties interested and the shareholders of Telefónica Chile.

Relations with the Bidder and the controller:

I declare that I have no relationship with the partner and controller of Telefónica Chile nor with the Bidder.

I also hereby declare that I am not a shareholder of Telefónica Chile, that I have no personal interest in the Bid and that I was elected a director of the company without having received any votes from the shareholder and controller.

An opinion on the Bid.

In accordance with this then, and on the basis of the factors that I shall set forth hereafter, I deem that the Bid might be in the interest of those shareholders wishing to dispose of their investment:

The price offered has been carrying a 25% premium over the latest closing price of the share (11.09.08), a 33% premium over the series A shares and a 36% over the series B shares compared to the weighted price per volume between June 10 and September 4 2008 and a 34% premium over the average price of the series A shares during the last 30 stock market sessions prior to the Notification of Commencement.

The Bid covers all of the series A and B shares of Telefónica Chile that do not belong to the controller, so there is no question of them being apportioned.

The price will be paid in cash within 30 days from the Notification of Commencement.

Final Considerations:

Yours faithfully,

(signature illegible)

Carlos Díaz Vergara

Deputy Director

EX-99.A11 3 dp11705_exa11.htm

Exhibit (a)(2)

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

As part of the tender offer (the “Offer to Purchase”) launched by Inversiones Telefónica Internacional Holding Limitada (the “Offeror”), and in accordance with the announcement published in the Diario Financiero on October 13, 2008, the Offeror has stated that it has increased its offer for Compañía de Telecomunicaciones de Chile S.A. (“CTC”) Series A Common Stock from $1,000 to $1,100 Chilean pesos per share and for CTC Series B Common Stock from $900 to $990 Chilean pesos per share (the “Offer”), to be paid according to the same terms and conditions as before.

Considering the increase in the price of the Offer, together with the reasons detailed in my letter dated October 24, 2008, and in light of the factors described on pages 10 to 12 of the Supplement to the Offer to Purchase filed by Telefónica, S.A. with the U.S. Securities and Exchange Commission, and sent to the Chilean Securities and Exchange Commission on October 24, 2008, I ratify the conclusions contained in said letter dated October 24, 2008. In addition to the reasons set forth therein, due to the volatility observed in the capital markets in recent weeks and the increase in uncertainty, I consider that in the present circumstances the offered price constitutes a reasonable price to CTC shareholders. If I were a CTC shareholder, I would accept the Offer.

Nevertheless, I caution that the final decision regarding whether or not to tender your shares must be made by you. You should make an informed decision after consulting your legal, financial, tax and other advisors as appropriate.

Kind Regards,

/s/ Benjamin Holmes Bierwirth

Benjamin Holmes Bierwirth

Alternate Director

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Nevertheless, the final decision regarding whether or not to tender your shares must be made by you. You should make an informed decision after consulting your legal, financial, tax and other advisors as appropriate.

Kind Regards,

/s/ Hernán Cheyre V.

Hernán Cheyre V.

Director

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Considering the increase in the price of the Offer, together with the reasons detailed in my letter dated October 24, 2008, and in light of the factors described on pages 10 to 12 of the Supplement to the Offer to Purchase filed by Telefónica, S.A. with the U.S. Securities and Exchange Commission, and sent to the Chilean Securities and Exchange Commission on October 24, 2008, I ratify the conclusions contained in said letter dated October 24, 2008 and I conclude that the offered price constitutes a fair price to CTC shareholders and I recommend the acceptance of the Offer.

I caution that the final decision regarding whether or not to tender your shares must be made by you. You should make an informed decision after consulting your legal, financial, tax and other advisors as appropriate.

Kind Regards,

/s/ Marco Colodro Hadjes

Marco Colodro Hadjes

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Considering the increase in the price of the Offer, together with the reasons detailed in my letter dated October 24, 2008, and in light of the factors described on pages 10 to 12 of the Supplement to the Offer to Purchase filed by Telefónica, S.A. with the U.S. Securities and Exchange Commission, and sent to the Chilean Securities and Exchange Commission on October 24, 2008, I ratify the conclusions contained in said letter dated October 24, 2008 and I conclude that the offered price constitutes a fair price to CTC shareholders and I recommend the acceptance of the Offer.

Kind Regards,

/s/ Fernando Bustamante Huerta

Fernando Bustamante Huerta

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Considering the increase in the price of the Offer, together with the reasons detailed in my letter dated October 24, 2008, and in light of the factors described on pages 10 to 12 of the Supplement to the Offer to Purchase filed by Telefónica, S.A. with the U.S. Securities and Exchange Commission, and sent to the Chilean Securities and Exchange Commission on October 24, 2008, I ratify the conclusions contained in said letter dated October 24, 2008 and I conclude that the offered price constitutes a fair price to CTC shareholders and I recommend the acceptance of the Offer.

Kind Regards,

/s/ Emilio Gilolmo López

Emilio Gilolmo López

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Considering the increase in the price of the Offer, together with the reasons detailed in my letter dated October 24, 2008, and in light of the factors described on pages 10 to 12 of the Supplement to the Offer to Purchase filed by Telefónica, S.A. with the U.S. Securities and Exchange Commission, I ratify the conclusions contained in said letter dated October 24, 2008. The severe volatility and decreases in value that have affected security prices in capital markets around the world during the month of October serve, in my opinion, to make the offered price a good alternative for CTC shareholders and, for this reason, I recommend the acceptance of the Offer.

Kind Regards,

/s/ Andrés Concha Rodríguez

Andrés Concha Rodríguez

Director

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Kind Regards,

/s/ Carlos Díaz Vergara

Carlos Díaz Vergara

Deputy Director

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Kind Regards,

/s/ Patricio Rojas Ramos

Patricio Rojas Ramos

Director

Santiago, Chile, October 24, 2008

Shareholders of Compañía de Telecomunicaciones de Chile S.A.

Re: Increase in the offered price for shares of Compañía de Telecomunicaciones de Chile S.A. by Telefónica, S.A. through its affiliate Inversiones Telefónica Internacional Holding Limitada.

Dear Shareholders:

Considering the increase in the price of the Offer, together with the reasons detailed in my letter dated October 24, 2008, and in light of the factors described on pages 10 to 12 of the Supplement to the Offer to Purchase filed by Telefónica, S.A. with the U.S. Securities and Exchange Commission, and sent to the Chilean Securities and Exchange Commission on October 24, 2008, I ratify the conclusions contained in said letter dated October 24, 2008 and consider that the offered price constitutes a reasonable price to CTC shareholders, which leads me to recommend the acceptance of the Offer.

Kind Regards,

/s/ Narcis Serra

Narcis Serra

Director