SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of April, 2010
Commission
File Number: 001-13464
Telecom
Argentina S.A.
(Translation
of registrant’s name into English)
Alicia
Moreau de Justo, No. 50, 1107
Buenos
Aires, Argentina
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Telecom
Argentina S.A.
TABLE OF
CONTENTS
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Item
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1.
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English
language translation of “Summary of the resolutions approved by the
General Ordinary and Extraordinary Shareholders’ Meeting held on April 28,
2010”
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2.
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Press
release dated April 29, 2009 entitled “Telecom Argentina S.A. announces
dividends for the fiscal year ended December 31,
2009.”
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Item
1
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FOR
IMMEDIATE RELEASE
Market
Cap: P$ 15.5
billion
April 29,
2010
Contacts:
Pedro
Insussarry
Solange
Barthe Dennin
Telecom
Argentina
(54-11)
4968-3743/3752
Telecom
Argentina S.A.
announces dividends for the fiscal year
ended
December 31, 2009.
Buenos
Aires, April
29,
2010 -
Telecom
Argentina S.A. (“Telecom
Argentina” or the “Company”) (BASE:
TECO2, NYSE:
TEO), one
of Argentina's leading telecommunications groups, announced
that
the Annual General Ordinary and Extraordinary Shareholder´s Meeting held on
April 28, 2010 approved a cash dividend distribution in the amount of
P$
1,053,287,646.
The
payment of the dividend
will be
made in two installments on the following dates and amounts: May
5, 2010,
for
the amount
of P$ 689,066,685 and December
20, 2010,
for
the
balance of
P$ 364,220,961.
The
amount to be distributed in the first installment is equivalent to P$ 0.70 per
share or P$3.50 per ADR, prior to deductions for personal asset tax obligations,
described below.
For
ADR holders, the Record Date is May 4, 2010 and the Payment Date is May 12,
2010. Payment will be made through the Depositary Bank, JP Morgan Chase &
Co.
For
non-ADR holders, the Record Date is also May
4, 2010 and
the Payment Date is May
5, 2010. For
these shareholders the payment will be made through the Caja de Valores of the
Republic of
Argentina.
The
Company
will
deduct
from the first installment of
the dividend, the amount paid
by the Company for
the personal
asset tax (pursuant to unnumbered section following section 25 of Law No. 23.966
and its amendments) for the fiscal year 2009. Deductions
for personal asset tax payments will not apply to shareholders who did not own
shares or ADRs on December 31, 2009, or who have reimbursed the Company for such
tax obligations.
Due
to the time required to determine which non-ADR holders are subject to such tax,
the effective date of the distribution of the dividends through Caja de Valores
S.A. will
be made within 10 days after the payment date.
*******************
1
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Telecom Argentina
is the parent company of a leading telecommunications group in Argentina, where
it offers directly or through its controlled subsidiaries local and long
distance fixed-line telephony, cellular, data transmission and Internet
services, among other services. Additionally, through a controlled subsidiary,
the Telecom Group offers cellular services in Paraguay. The Company commenced
operations on November 8, 1990, upon the Argentine Government’s transfer of the
telecommunications system in the northern region of Argentina.
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Nortel
Inversora
S.A. ("Nortel"), which acquired the majority of the Company from
the Argentine government, holds 54.74% of Telecom
Argentina's common stock. Nortel is a holding company where the common
stock (approximately 68% of capital stock) is
owned by Sofora Telecomunicaciones S.A. Additionally, Nortel capital stock
is comprised of preferred shares that are held by minority
shareholders.
As of April 29, 2010, Telecom
Argentina had 984,380,978 shares
outstanding.
(*) Employee Stock
Ownership Program
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For more
information, please contact the Investor Relations Department:
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Pedro
Insussarry
(5411) 4968
3743
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Solange
Barthe Dennin
(5411) 4968
3752
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Evangelina
Sánchez
(5411) 4968
3718
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Ruth
Fuhrmann
(5411) 4968
4448
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Horacio
Nicolás del Campo
(5411) 4968
6236
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Voice Mail: (5411)
4968 3628
Fax: (5411) 4968
3616
E-mail: relinver@ta.telecom.com.ar
For information
about Telecom Group services, visit:
www.telecom.com.ar
www.personal.com.ar
www.personal.com.py
www.arnet.com.ar
Disclaimer
This document may
contain statements that could constitute forward-looking statements, including,
but not limited to, the Company’s expectations for its future performance,
revenues, income, earnings per share, capital expenditures, dividends, liquidity
and capital structure; the effects of its debt restructuring process; the impact
of emergency laws enacted by the Argentine Government; and the impact of rate
changes and competition on the Company’s future financial performance.
Forward-looking statements may be identified by words such as “believes,”
“expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,”
“future” or other similar expressions. Forward-looking statements involve risks
and uncertainties that could significantly affect the Company’s expected
results. The risks and uncertainties include, but are not limited to, the impact
of emergency laws enacted by the Argentine government that have resulted in the
repeal of Argentina’s Convertibility law, devaluation of the peso, various
changes in restrictions on the ability to exchange pesos into foreign
currencies, and currency transfer policy generally, the
“pesification” of tariffs charged for public services, the elimination of
indexes to adjust rates charged for public services and the Executive branch
announcement to renegotiate the terms of the concessions granted to public
service providers, including Telecom. Due to extensive changes in laws and
economic and business conditions in Argentina, it is difficult to predict the
impact of these changes on the Company’s financial condition. Other factors may
include, but are not limited to, the evolution of the economy in Argentina,
growing inflationary pressure and evolution in consumer spending and the outcome
of certain legal proceedings. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date of this
document. The Company undertakes no obligation to release publicly the results
of any revisions to forward-looking statements which may be made to reflect
events and circumstances after the date of this press release, including,
without limitation, changes in the Company’s business or to reflect the
occurrence of unanticipated events. Readers are encouraged to consult the
Company’s Annual Report on Form 20-F, as well as periodic filings made on Form
6-K, which are filed with or furnished to the United States Securities and
Exchange Commission for further information concerning risks and uncertainties
faced by Telecom.
*******
2
Item
2
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FREE
TRANSLATION
TELECOM ARGENTINA
S.A.
Summary of the resolutions
approved by the General Ordinary and
Extraordinary Shareholders’
Meeting held on April 28, 2010
18 shareholders
attended the Meeting; 13 under their own name, and 5 by proxy, with an aggregate
number of 844,879,863 shares entitled to an equal number of votes, and
representing 85.83% of the capital stock and votes.
All resolutions of
the Meeting were approved by a majority of the computable votes, after deducting
the voluntary abstentions from the calculation basis.
The resolutions
approved upon consideration of each of the items of the Agenda are the
following:
1°) Appointment of two
shareholders to approve and sign the Minutes.
The delegation to
the Chairman of the Meeting to appoint two shareholders to approve and sign the
Minutes of the Meeting was approved. Mr. José Gustavo Pozzi, representative of
Nortel Inversora S.A., and Mr. Fernando Ledesma Padilla, representative of JP
Morgan Chase Bank National Association Buenos Aires Branch, Depositary Bank of
the American Depositary Receipts of the Company were appointed for this
matter.
2°) Explanation of the
reasons for the delay of the Ordinary Shareholders Meeting which must consider
the documents for the twentieth fiscal year ended on December 31, 2008 (“Fiscal
Year 2008”).
The reasons for the
delay in the summoning of the Meeting dealing with the documentation of Fiscal
Year 2008 were discussed, in particular the resolutions issued by the Federal
Court of Appeals in Civil and Commercial Matters N°2 that suspended the Meetings
summoned for April 28, 2009 and September 9, 2009 we discussed.
3°) Consideration of the
documents provided for in section 234, subsection 1 of Law 19,550, the Rules of
the Comisión Nacional de Valores and the Listing Regulations of the Bolsa de
Comercio de Buenos Aires, and of the accounting documents in English required by
the Rules of the U.S. Securities and Exchange Commission for Fiscal Year
2008.
All of the
documentation submitted for consideration by the shareholders was approved in
the same manner as it was presented by the Board of Directors, the Audit
Committee, and the Surveillance Committee.
4°) Consideration of Fiscal
Year 2008 results and of the Board of Directors’ proposal to allocate the amount
of P$ 12,633,414.- (5% of the fiscal year income after previous fiscal years’
adjustments and loss deduction) to the Statutory Reserve and use the balance of
the Retained Earnings as of December 31, 2008 (P$ 240,034,873.-) to partly
reinstate the Statutory Reserve which was allocated to offset the accumulated
deficit as of December 31, 2005 (P$ 277,242,773.-).
The following
Proposal of the Board of Directors regarding the disposition of Retained
Earnings as of December 31, 2008 was approved:
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· To Legal
Reserve (5% of Net Income of the Fiscal Year)
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$17,633,414
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· To Partial
Re-composition of the Legal Reserve
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$240,034,873
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· Total
Retained Earnings as of December 31, 2008
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$252,668,287
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5°) Consideration of the
documents provided for in section 234, subsection 1 of Law 19,550, the Rules of
the Comisión
Nacional de Valores and the Listing Regulations
of the Bolsa de
Comercio de Buenos Aires, and of the accounting
documents in English required by the Rules of the U.S. Securities and Exchange
Commission for the twenty first Fiscal Year ended on December 31, 2009 (“Fiscal
Year 2009”).
The documentation
for Fiscal Year 2009 (the Annual Report that includes the Corporate Governance
Report; the Information Summary (Reseña Informativa), the
Report according to Article 68 of the Listing Rules of the Bolsa de Comercio de Buenos
Aires, the Financial Statements with all its Schedules, Notes and
Annexes, the Surveillance Committee Report dated March 11, 2010, the Audit
Committee Annual Report, and additional documentation related to the fiscal
year, submitted for consideration at the Meeting, including the English language
documentation required by the Securities and Exchange Commission) was approved
in the same manner as approved by the Board of Directors at its meeting of March
11, 2010.
6°) Consideration of Fiscal
Year 2009 results and of the Board of Directors’ proposal for the allocation of
the retained earnings as of December 31, 2009, proposal that includes a cash
dividend distribution for a total of P$ 1,053,287,646.-, to be paid in two
installments on May 5, 2010 (P$ 689,066,685.-) and on December 20, 2010 (P$
364,220,961.-).
The Proposal of the
Board of Directors regarding the distribution of Retained Earnings as of
December 31, 2009 was approved, as follows:
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· To Legal
Reserve (5% of Net Income of the Fiscal Year 2009)
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$70,249,535
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· To complete
the re-composition of the Legal Reserve
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$37,207,900
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· To Cash
Dividends
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$1,053,287,646
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· To the next
fiscal year
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$244,245,627
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· Total
Retained Earnings as of December 31, 2009
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$1,404,990.708
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The total amount of
the approved cash dividends is equivalent to 107% of capital and nominal value
of the shares and all three classes of shares in circulation (A, B, and C) are
entitled to such dividend.
The payment of the
cash dividend in two installments was approved for distribution on the following
dates and in the following amounts:
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· On May 5,
2010
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$689,066,685
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· On December
20, 2010
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$364,220,961
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The Board of
Directors was authorized to implement the necessary steps to pay the approved
dividends and to delegate such powers to directors or officers of the
Company.
7°) Consideration of Board
of Directors’ and Supervisory Committee’s performance from April 29, 2008 to the
date of this Shareholders’ Meeting.
The consideration
of this item of the Agenda was suspended by a precautionary measure issued by
the First Instance Court in Commercial Matters N° 26, and therefore was not
dealt with at the Meeting.
8°) Consideration of Board
of Directors’ compensation for the services rendered from the date of their
appointment at the Shareholders’ Meeting held on April 29, 2008 to date.
Proposal to pay the global and aggregate amount of P$ 7,700,000.- which
represents 0.48% of the aggregate of “accountable earnings” for fiscal years
2008 and 2009.
The payment of fees
to the Board of Directors for its services rendered from their appointment at
the Shareholders Meeting of April 29, 2008 (or later in the case of a director
appointed by the Supervisory Committee) to the date of this Meeting (24 months
of service) in the aggregate amount of P$ 7,700,000 was approved. The Board of
Directors was authorized to distribute the amount in the manner it deems
convenient.
9°) Authorization to the
Board of Directors to make advance payments of fees for up to P$ 4,500,000.- to
those directors acting during the twenty-second fiscal year (from the date of
this meeting until the date of the meeting that appoints their successors),
contingent upon the decision approved at the Shareholders’ Meeting considering
the documents of such fiscal year.
The Board of
Directors was authorized to make advance payments of fees for up to the
aggregate amount of P$ 4,500,000.- to the members of the Board of Directors
acting during Fiscal Year 2010 (from the date of the Meeting until the
Shareholders’ Meeting where their successors are designated), contingent upon
the decision adopted at the shareholders’ meeting that considers the financial
statements for such fiscal year. Furthermore, the Board of Directors was
authorized to increase such amount in the event of inflation, in accordance with
reasonable parameters.
10°) Consideration of the
Supervisory Committee members’ compensation for services rendered from the date
of their appointment at the Shareholders Meeting held on April 29, 2008 to date.
Proposal for the payment of the global and aggregate amount of P$ 1,188,000.-
Authorization to make advance payments of fees for up to P$700,000.- to those
members of the supervisory committee acting during the twenty-second fiscal year
(from the date of this meeting until the date of the meeting that appoints their
successors), contingent upon the decision approved at the Shareholders’ Meeting
reviewing the documents of such fiscal year.
A total
compensation of P$ 1,188,000.- for the Supervisory Committee members for the
duties performed from their appointment at the Shareholders’ Meeting held on
April 29, 2008 until the date of this Meeting (24 months of service), was
approved, authorizing the Supervisory Committee to distribute such amount as it
may deem convenient. The Board of Directors was authorized to make advance
payments of fees to the Supervisory Committee members acting from April 28, 2010
to the date of the Shareholders’ Meeting that appoints its successors, for up to
P$700,000, contingent upon any decision adopted at the Shareholders’ Meeting
that considers the documents for such fiscal year.
11°) Determination of the
number of directors and alternate directors for the twenty-second fiscal year
(“Fiscal Year 2010”).
The consideration
of this item of the Agenda was suspended pursuant to a precautionary measure
issued by the First Instance Court in Commercial Matters N° 26, and therefore
was not dealt with at the Meeting.
12°) Election of directors
and alternate directors for Fiscal Year 2010.
The consideration
of this item of the Agenda was suspended pursuant to a precautionary measure
issued by the First Instance Court in Commercial Matters N° 26, and therefore
was not dealt with at the Meeting.
13°) Determination of the
number of members and alternate members of the Supervisory Committee for Fiscal
Year 2010 and their election.
The consideration
of this item of the Agenda was suspended pursuant to a precautionary measure
issued by the First Instance Court in Commercial Matters N° 26, and therefore
was not dealt with at the Meeting.
14°) Consideration of the
Board of Directors’ resolution to keep Price Waterhouse & Co S.R.L. as
independent auditors for Fiscal Year 2009 financial
statements.
The resolution of
the Board of Directors that established the continuation of the accounting firm
“Price Waterhouse & Co. S.R.L.” as independent accountants of the Company
for Fiscal Year 2009, was ratified.
15°) Determination of
compensation for independent auditors for Fiscal Years 2008 and 2009 financial
statements
The full
compensation in the amount of P$3,136,500.- (excluding VAT), for the audit
services rendered by the Independent Auditors during Fiscal Year 2008 was
approved, where P$1,455,000 corresponds to the audit of the financial statements
and P$ 1,681,500 corresponds to audit tasks related to certification under
section 404 of the Sarbanes Oxley Act.
Furthermore, the
compensation for the independent audit of the Fiscal Year 2009 financial
statements was set in the amount of P$3,430,000 (plus VAT), where P$1,630,000.-
corresponds to the audit of the financial statements and P$1,800,000 to the
audit tasks related to certification under Section 404 of the Sarbanes Oxley
Act.
16°) Appointment of
independent auditors for Fiscal Year 2010 financial statements and determination
of their compensation.
The accounting firm
“Price Waterhouse & Co. S.R.L.” was designated as Independent Auditors of
the Company for Fiscal Year 2010. Mr. Alejandro Pablo Frechou was designated as
regular certified public accountant and Carlos Nestor Martinez as his alternate.
Moreover, it was approved that their compensation should be fixed at the
Shareholders’ Meeting that reviews the Fiscal Year 2010 documentation,
delegating the Audit Committee the authority to determine how their service will
be rendered and to make advance payment of fees.
17°) Report on the Audit
Committee’s expenses during Fiscal Year 2009 and consideration of Audit
Committee’s budget for Fiscal Year 2010.
The shareholders
were informed that during Fiscal Year 2009, an amount of P$271,950 was allocated
to the operations of the Audit Committee and for training and advisory services
for the Audit Committee.
In addition, the
budget of P$ 750.000 for the operation of the Audit Committee during Fiscal Year
2010 was approved.
18°) Consideration of the
Special Merger Consolidated Balance Sheet of Cubecorp Argentina S.A. and Telecom
Argentina S.A., prepared as of December 31, 2008 and the relevant report made by
the Supervisory Committee.
The Special Merger
Consolidated Balance Sheet of Telecom Argentina S.A., with Cubecorp Argentina
S.A., prepared as of December 31, 2008 and the relevant Supervisory Committee
report, as submitted by the Board of Directors and the Supervisory Committee,
respectively, were approved.
19°) Consideration of the
Preliminary Merger Agreement executed by Cubecorp Argentina S.A. (as the
acquired company which will be wound up without liquidation) and Telecom
Argentina S.A. (as the surviving company) approved by the Board of Directors of
the latter on March 6, 2009.
The Preliminary
Merger Agreement executed by Telecom Argentina S.A. (as acquiring company) and
Cubecorp Argentina S.A., (as the acquired company), in accordance with the text
approved by the Board of Directors of both merging companies, that was
transcribed in the Minutes of the Board Meeting N°246 of Telecom Argentina held
on March 6, 2009, was approved.
20°) Appointment of the
individuals authorized to execute the Final Merger Agreement and supplementary
documents and of the individuals in charge of taking the steps necessary for the
approval of the merger and its registration.
The Vice Chairman,
Gerardo Werthein, and the alternate director Adrian Werthein were each empowered
individually and without distinction to execute the Final Merger Agreement with
Cubecorp Argentina S.A. and any supplementary document thereof with broad powers
to agree to their terms and conditions in accordance with the documents
regarding the merger approved by this Shareholders’ Meeting. It was also
approved that Maria Delia Carrera Sala, Andrea Viviana Cerdan, Graciela Matilde
Lazzati, Alejandra Lea Martinez, Solange Barthe, Pedro Gaston Insussarry and
Marcelo Fabian Kozak, be authorized as attorneys-in-fact, individually and
without distinction, to take all the necessary steps for the approval and
registration of the merger between Telecom Argentina S.A. and Cubecorp Argentina
S.A”.
21°) Modification of the
disapproval of Gerardo Werthein’s performance during the nineteenth fiscal
year.
The consideration
of this item of the Agenda was suspended by a precautionary measure issued by
the First Instance Court in Commercial Matters N° 26, and therefore was not
dealt with at the Meeting.
Buenos Aires, April
28, 2010
Mrs.
Maria Delia Carrera Sala
Lawyer
- Attorney-in-fact
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Telecom
Argentina S.A.
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Date:
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April
29, 2010
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By:
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/s/
Franco Bertone
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Name:
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Franco
Bertone
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Title:
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Chief
Executive Officer
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