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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

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Start Preamble Start Printed Page 3186 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”).

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]

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.

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For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5]

Jonathan G. Katz,


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[FR Doc. 04-1324 Filed 1-21-04; 8:45 am]