[Federal Register Volume 69, Number 14 (Thursday, January 22, 2004)]
[Notices]
[Page 3186]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-1324]



[[Page 3186]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application of Telefonica del Peru 
S.A.A. To Withdraw Its American Depositary Shares Evidenced by American 
Depositary Receipts (Each American Depositary Share Representing Ten 
Class B Shares, Nominal Value S/1.00 Each) From Listing and 
Registration on the New York Stock Exchange, Inc. File No. 1-14404

January 15, 2004.
    Telefonica del Peru S.A.A., a Republic of Peru corporation 
(``Issuer''), has filed an application with the Securities and Exchange 
Commission (``Commission''), pursuant to section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its American Depositary Shares evidenced by 
American Depositary Receipts (each American Depositary Share 
representing ten Class B shares, nominal value S/1.00 each) 
(``Security''), from listing and registration on the New York Stock 
Exchange, Inc. (``NYSE'' or ``Exchange'').
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 781(d).
    \2\ 17 CFR 240.12d2-2(d).
---------------------------------------------------------------------------

    The Issuer stated in its application that it has complied with all 
applicable laws in effect in the jurisdiction of the Republic of Peru, 
in which it is incorporated, and with the NYSE's rules governing an 
issuer's voluntary withdrawal of a security from listing and 
registration. The Issuer stated in its application that it has met the 
requirements of the NYSE rules governing an issuer's voluntary 
withdrawal of a security from listing and registration.
    The Board of Directors (``Board'') of the Issuer approved a 
resolution on December 17, 2003 to withdraw the Issuer's Security from 
listing on the NYSE. The Board stated that the following reasons 
factored into its decision to withdraw the Issuer's Security from the 
Exchange: (i) The issuer has few record holders (as of December 29, 
2003, the Issuer had 128 holders of record; (ii) the Issuer's Security 
has a low trading volume (a monthly average of 164,117 during the 2-
year period ended December 31, 2003 and an average daily trading volume 
of less than 0.5% of the total outstanding Security during the same 
period; (iii) the Issuer has a limited United States nexus with no 
assets, operating or employees in the U.S. and a controlling non-U.S. 
shareholder that beneficially owns approximately 97% of the Issuer's 
capital stock and, as a result, no longer seeks access to U.S. equity 
markets as a stand-alone entity; (iv) an alternative trading market 
already exists for the class B shares underlying the Issuer's Security, 
which currently trade on the Issuer's home stock exchange--the Lima 
Stock Exchange; (v) holders of the Security and the investing public 
were informed in 2000 that the Issuer's Security could be delisted 
voluntarily from the NYSE following consummation of the tender offer by 
the Issuer's controlling shareholder for the remaining Security and 
underlying class B shares it did not already own; and (vi) the Issuer 
believes that the ongoing fees and expenses, including the listing 
fees, investor relations costs, annual report preparation and 
distribution expenses and related management time, associated with the 
continued NYSE listing is unduly burdensome in comparison to the 
benefits of continued listing.
    The Issuer's application relates solely to the Security's 
withdrawal from listing on the NYSE and from registration under section 
12(b) of the Act \3\ and shall not affect its obligation to be 
registered under section 12(g) of the Act.\4\
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 781(b).
    \4\ 15 U.S.C. 781(g).
---------------------------------------------------------------------------

    Any interested person may, on or before February 9, 2004, submit by 
letter to the Secretary of the Securities and Exchange Commission, 450 
Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon 
whether the application has been made in accordance with the rules of 
the NYSE and what terms, if any, should be imposed by the Commission 
for the protection of investors. The Commission, based on the 
information submitted to it, will issue an order granting the 
application after the date mentioned above, unless the Commission 
determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
---------------------------------------------------------------------------

    \5\ 17 CFR 200.30-3(a)(1).
---------------------------------------------------------------------------

Jonathan G. Katz,
Secretary.
[FR Doc. 04-1324 Filed 1-21-04; 8:45 am]
BILLING CODE 8010-10-M