UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________
PORTUGAL TELECOM, SGPS, S.A.
(Name Of Subject Company (Issuer))
___________
SONAE, SGPS, S.A.
SONAECOM, SGPS, S.A.
(Names of Filing Persons (Offerors))
___________
ORDINARY SHARES
AMERICAN DEPOSITARY SHARES
(Title of Class of Securities)
___________
Ordinary Shares (ISIN: PTPTC0AM0009)
American Depositary Shares (CUSIP: 737273102)
(CUSIP Number of Class of Securities)
___________
|
Andre Sousa Sonae, SGPS, S.A.
|
Luisa Ferriera Sonaecom, SGPS, S.A.
|
|
Lugar do Espido, Via Norte 4471-909 Maia, Portugal |
Rua Henrique PousAo, 432 |
(Name, address and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons)
___________
CALCULATION OF FILING FEE
|
Transaction Valuation(1) |
Amount of Filing Fee(1) |
|
Not Applicable |
Not Applicable |
|
(I) |
No filing fee is required pursuant to General Instruction D of Schedule TO. |
|
o |
Check the box if any part of the fee is offset as provided by 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: |
Filing Party: |
|
Form or Registration No.: |
Date Filed: |
|
x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer: |
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
x |
third-party tender offer subject to Rule 14d-1. |
|
o |
issuer tender offer subject to Rule 13e-4. |
|
o |
going-private transaction subject to Rule 13e-3. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
TABLE OF CONTENTS
Item 12: EXHIBITS
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(a)(5)(1) |
English translation and original Portuguese text of an interview of Paulo Azevedo, Chief Executive Officer of Sonaecom, with Jornal de Negócios, a Portuguese daily newspaper (“JN”) that was conducted on February 23, 2006 and published on February 24, 2006. |
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(a)(5)(2) |
Script of commonly asked questions and answers in connection with Sonaecom’s offer to acquire Portugal Telecom. |