UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of March 2014
Commission File Number 1-13758
PORTUGAL TELECOM, SGPS, S.A.
(Exact name of registrant as specified in its charter)
Av. Fontes Pereira de Melo, 40
1069 - 300 Lisboa, Portugal
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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):
Yes o No x
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):
Yes o No x
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Explanatory Note: This Report on Form 6-K contains further information regarding Portugal Telecom, SGPS, S.A. (“Portugal Telecom”) and the proposed business combination (the “Business Combination”) of Portugal Telecom with Oi S.A. (“Oi”) and Telemar Participações S.A., including (1) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Portugal Telecom as of and for the year ended December 31, 2013 and (2) Unaudited Pro Forma Financial Information of Oi and a Reconciliation of Equity and Net Income to U.S. GAAP, which was previously furnished to the SEC by Oi on March 13, 2014 on Form 6-K, and which gives effect to the proposed capital increase of Oi in connection with the Business Combination, including the proposed contribution of all of the shares of PT Portugal, SGPS, S.A., a subsidiary of Portugal Telecom (“PT Portugal”), to Oi in exchange for Oi common shares and Oi preferred shares to be issued in the Oi capital increase.
This Report on Form 6-K is hereby incorporated by reference into the Information Statement, dated March 10, 2014, which was included as Exhibit 1 to the Report on Form 6-K furnished by Portugal Telecom on March 11, 2014.
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Forward-Looking Statements:
This communication contains forward-looking statements. These statements are statements that are not historical facts, including statements regarding the outlook and expectations of Portugal Telecom, Oi and the surviving entity in the proposed business combination of Portugal Telecom and Oi, whether Telemar Participações S.A. or a new entity to be organized for purposes of the business combination (in either case, “CorpCo”), business strategies, future synergies and cost savings, future costs and future liquidity. The words “expects,” “believes,” “estimates,” “plans,” “anticipates,” “may,” “will,” “should,” “could,” “target,” “goal” and similar expressions, when used in relation to Portugal Telecom, Oi and CorpCo, are intended to indicate forward-looking statements. These statements reflect the current outlook of the management of Portugal Telecom, Oi and CorpCo and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational factors, corporate approvals and other factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Forward-looking statements speak only as of the date they are made. Except as required under the U.S. federal securities laws and the rules and regulations of the SEC or of regulatory authorities in other applicable jurisdictions, we do not have any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. You are advised, however, to consult any further disclosures Portugal Telecom, Oi or CorpCo makes on related subjects in reports and communications Portugal Telecom, Oi and CorpCo file with the SEC.
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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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Date: March 17, 2014. |
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PORTUGAL TELECOM, SGPS, S.A. | |
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By: |
/s/ Nuno Vieira |
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Name: Nuno Vieira |
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Title: Investor Relations Director |
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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1 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations of Portugal Telecom as of and for the year ended December 31, 2013 |
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2 |
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Unaudited Pro Forma Financial Information of Oi S.A. and Reconciliation of Equity and Net Income to U.S. GAAP |