0000909518-01-500356.txt : 20011026 0000909518-01-500356.hdr.sgml : 20011026 ACCESSION NUMBER: 0000909518-01-500356 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL TELEPHONE CO OF VENEZUELA CENTRAL INDEX KEY: 0001025862 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47557 FILM NUMBER: 1763727 BUSINESS ADDRESS: STREET 1: EDIFICIO CANT PRIMER PISO STREET 2: AVENIDA LIBERTADOR CITY: CARACAS VENEZUELA STATE: X5 BUSINESS PHONE: 5825006800 MAIL ADDRESS: STREET 1: MILBANK TWEED HADLEY & MCCLOY STREET 2: 1 CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1717 ARCH ST 47TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 SC 14D9/A 1 a10-22sc14d9a3.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (AMENDMENT NO. 3) (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d) (4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------------------------------------------------------- COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV) Name of Subject Company NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV) -------------------------------------------------------------------------------- (Translation of Subject Company's name into English) VERIZON COMMUNICATIONS INC. -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) American Depositary Shares (each representing the right to receive 7 Class D shares of common stock of Compania Anonima Nacional Telefonos de Venezuela (CANTV), par value Bs.36.90182224915 per share) -------------------------------------------------------------------------------- (Title of Class of Securities) 204421101 -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Marianne Drost Senior Vice President, Deputy General Counsel and Corporate Secretary Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 (212) 395-1783 -------------------------------------------------------------------------------- (Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) Copies to: Steven Zipperstein Raymond Gietz Senior Vice President & Deputy General Counsel Weil Gotshal & Manges LLP Verizon Services Corp. 767 Fifth Avenue 1095 Avenue of the Americas New York, New York, 10153 New York, New York 10036 (212) 310-8702 (212) 395-1295 [__] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Verizon Communications Inc. ("Verizon") with the SEC on October 10, 2001, as amended and supplemented prior to the date hereof (the "Schedule 14D-9"), in respect of the subject company, Compania Anonima Nacional Telefonos de Venezuela (CANTV) (the "Company"), related to (a) the tender offer by the AES Comunicaciones de Venezuela. C.A., a company organized under the laws of Venezuela ("Purchaser") , which is jointly owned by The AES Corporation ("AES") and AES's 87% owned subsidiary, Corporacion EDC, C.A. ("CEDC"), upon the terms and subject to the conditions set forth in the offer to purchase, dated September 25, 2001 (the "Offer to Purchase"), and the related letter of transmittal (which together constitute the "U.S. Offer"), pursuant to which Purchaser makes an offer to purchase for $24.00 per American Depository Shares of the Company (each an "ADS" and, collectively, the "ADSs"), net to each seller in cash, less any withholding taxes and without interest thereon, an aggregate of 28,566,944 ADSs and (b) the offer by Purchaser, AES and CEDC (the "Venezuelan Offer" and, together with the U.S. Offer, the "Offers") to purchase 199,968,608 shares of common stock of the Company, par value Bs. 36.90182224915 per share (the "Shares"), validly tendered and not properly withdrawn prior to the expiration of the Venezuelan Offer, each for $3.4285714 in cash payable in U.S. dollars or in Bolivares to tendering holders that elect to be paid in Bolivares. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION. Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text to the end thereof: "On Monday, October 22, 2001, Verizon issued a press release commenting on two resolutions issued by the CNV on Friday, October 19, 2001. One of the CNV resolutions is in response to the petition filed by GTE Venholdings, an affiliate of Verizon, with the CNV on October 15, 2001, as described in Amendment No. 1 to the Schedule 14D-9. A copy of Verizon's press release is attached hereto as Exhibit (a)(3), and is incorporated herein by reference. English translations of the two CNV resolutions are attached hereto as Exhibits (a)(4) and (a)(5)." ITEM 9. EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text to the end thereof: Exhibit (a) (3) Press Release issued by Verizon, dated October 22, 2001. Exhibit (a) (4) English translation of CNV ruling (Resolution 228) issued on October 19, 2001. Exhibit (a) (5) English translation of CNV ruling (Resolution 227) issued on October 19, 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. VERIZON COMMUNICATIONS INC. By: /s/ Michael T. Masin --------------------------- Name: Michael T. Masin Title: Vice Chairman and President Dated: October 22, 2001 2 EX-99 3 a10-22exa3.txt EXHIBIT (A)(3) EXHIBIT (A)(3) FOR IMMEDIATE RELEASE Contact: Release Date Steve Marcus 212-395-2363 steven.b.marcus@verizon.com Peter Thonis 212-395-2355 peter.thonis@verizon.com Verizon Comments on Rulings by Venezuela's National Securities Commision on CANTV Proposed Repurchase Offer Verizon Intends to Comply With Commission Ruling New York, NY -- Verizon Communications today commented on last Friday's rulings by the Venezuelan National Securities Commission (CNV) approving CANTV's proposed 15% share repurchase. CANTV's shareholders will vote on the program and on a proposed special dividend at a special meeting this Wednesday, October 24. "We applaud the CNV for approving CANTV's proposed repurchase program," said Michael T. Masin, Vice Chairman and President of Verizon Communications. "The CNV ruling will result in shareholders having a clear choice between the AES offer - which the CANTV Broad has unanimously rejected - and CANTV's own share repurchase and special dividend proposals". The CNV also issued a ruling concerning VenWorld Telecom C.A.'s participation in CANTV's proposed share repurchase plan. Verizon intends to comply with the ruling and will discuss its implementation with the CNV. Verizon owns approximately 75% of VenWorld. Investors and security holders are urged to read the solicitation/recommendation statement on Schedule 14D-9 filed with the Securities Exchange Commission by Verizon Communications Inc. on October 10, 2001 and subsequent filings amending and supplementing the solicitation/recommendation statement on Schedule 14D-9, because it contains important information. Verizon filed this statement in accordance with SEC requirements that any shareholders of a company subject to a tender offer who makes a solicitation or recommendation regarding that offer file the solicitation and recommendation with the SEC. Verizon beneficially owns, directly and through its affiliates, including through VenWorld Telecom, C.A., shares of CANTV, employees of Verizon and its subsidiaries serve as executive officers and directors of CANTV and Verizon and its subsidiaries are parties with CANTV to a services agreement and similar agreements and arrangements, all as discussed on Verizon's solicitation/recommendation statement on Schedule 14D-9. Investors and security holders may obtain a free copy of the solicitation/recommendation statement on Schedule 14D-9 and other documents filed by Verizon (when they are available) at www.sec.gov. Verizon Communications (NYSE:VZ) is one of the world's leading providers of communications services. Verizon companies are the largest providers of wireline and wireless communications in the United States, with 125 million access lines equivalents and approximately 28 million wireless customers. Verizon is also the largest directory publisher in the world. A Fortune 10 company with about 260,000 employees and approximately $65 billion in annual revenues, Verizon's global presence extends to more than 40 countries in the America, Europe, Asia and the Pacific. For more information on Verizon, visit www.verizon.com. EX-99 4 a10-22exa4.txt EXHIBIT (A)(4) EXHIBIT (A)(4) BOLIVARIAN REPUBLIC OF VENEZUELA MINISTRY OF FINANCE NATIONAL SECURITIES COMMISSION Resolution No. 227-2001 191(degree) and 142(degree) Caracas, October 19, 2001 WHEREAS, on October 18, 2001, CANTV filed with the National Securities Commission ("CNV") a report regarding the Third Share Repurchase Program that the Board of Directors of CANTV plans to submit to its shareholders for consideration and approval in an Extraordinary Shareholders Meeting to be held on October 24, 2001, in accordance with the directives of the CNV and with the provisions of the Tender Offer Rules. WHEREAS, on October 15, 2001, CANTV requested that the CNV extend the term of the tender offer filed by AES Comunicaciones de Venezuela C.A., with the goal of matching the expiration date of said tender offer with that of CANTV's Third Repurchase Program. WHEREAS, the Board of the CNV has reviewed said report in the context of the Tender Offer Rules and has determined that certain issues should be specified and clarified in connection with the faculties of the Meeting of Shareholders and the Board of Directors of CANTV. WHEREAS, articles 8 and 14 of the Tender Offer Rules contemplate matching the periods of initial offers with those of subsequent offers, with the objective of preserving the opportunity to evaluate and participate for those interested in these processes. The CNV, acting pursuant to authority granted by article 9 (subsection 15) of the Capital Markets Law, and in accordance with articles 8, 10, and 14 of the Tender Offer Rules and article 1 of the Rules Regarding the Transparency of the Capital Markets, RESOLVES: 1. To authorize the publication of the Report regarding the Third Share Repurchase Program of CANTV, in the understanding that the proposal set forth therein is conditioned on its approval by the Shareholder Meeting of CANTV and that the right to argue and enforce the conditions set forth in paragraphs 9 and 15 of the Report will require the express authorization of the Meeting of Shareholders, and evidence of such authorization shall be set forth in the minutes of the Shareholder Meeting called to consider the proposed Repurchase Program. 2. To order AES Comunicaciones de Venezuela, C.A., that in the event the CANTV Shareholder Meeting approves the execution of the Third Repurchase Program of the Company, to extend the term of its tender offer until the date which the CANTV Shareholder Meeting sets for the expiration of the Third Share Repurchase Program of CANTV, which in no event shall be in excess of thirty (30) stock exchange business days after the commencement date of such program, with the objective of maintaining the parity of the options. 3. To notify CANTV, of the resolutions adopted by this Board. 4. To notify AES Comunicaciones de Venezuela, C.A., of the resolutions adopted by this Board. (A)(4)-1 In accordance with articles 73 and 94 of the Organic Law of Administrative Procedure, a Petition for Reconsideration of this Resolution can be filed within 15 days subsequent to its publication. Be it notified and published. [Signatures of each CNV Director and the Executive Secretary] (A)(4)-2 EX-99 5 a10-22exa5.txt EXHIBIT (A)(5) EXHIBIT (A)(5) BOLIVARIAN REPUBLIC OF VENEZUELA MINISTRY OF FINANCE NATIONAL SECURITIES COMMISSION Resolution No. 227-2001 191(degree) and 142(degree) Caracas, October 19, 2001 WHEREAS, on October 18, 2001, CANTV filed with the National Securities Commission ("CNV") a report regarding the Third Share Repurchase Program that the Board of Directors of CANTV plans to submit to its shareholders for consideration and approval in an Extraordinary Shareholders Meeting to be held on October 24, 2001, in accordance with the directives of the CNV and with the provisions of the Tender Offer Rules. WHEREAS, on October 15, 2001, CANTV requested that the CNV extend the term of the tender offer filed by AES Comunicaciones de Venezuela C.A., with the goal of matching the expiration date of said tender offer with that of CANTV's Third Repurchase Program. WHEREAS, the Board of the CNV has reviewed said report in the context of the Tender Offer Rules and has determined that certain issues should be specified and clarified in connection with the faculties of the Meeting of Shareholders and the Board of Directors of CANTV. WHEREAS, articles 8 and 14 of the Tender Offer Rules contemplate matching the periods of initial offers with those of subsequent offers, with the objective of preserving the opportunity to evaluate and participate for those interested in these processes. The CNV, acting pursuant to authority granted by article 9 (subsection 15) of the Capital Markets Law, and in accordance with articles 8, 10, and 14 of the Tender Offer Rules and article 1 of the Rules Regarding the Transparency of the Capital Markets, RESOLVES: 1. To authorize the publication of the Report regarding the Third Share Repurchase Program of CANTV, in the understanding that the proposal set forth therein is conditioned on its approval by the Shareholder Meeting of CANTV and that the right to argue and enforce the conditions set forth in paragraphs 9 and 15 of the Report will require the express authorization of the Meeting of Shareholders, and evidence of such authorization shall be set forth in the minutes of the Shareholder Meeting called to consider the proposed Repurchase Program. 2. To order AES Comunicaciones de Venezuela, C.A., that in the event the CANTV Shareholder Meeting approves the execution of the Third Repurchase Program of the Company, to extend the term of its tender offer until the date which the CANTV Shareholder Meeting sets for the expiration of the Third Share Repurchase Program of CANTV, which in no event shall be in excess of thirty (30) stock exchange business days after the commencement date of such program, with the objective of maintaining the parity of the options. 3. To notify CANTV, of the resolutions adopted by this Board. 4. To notify AES Comunicaciones de Venezuela, C.A., of the resolutions adopted by this Board. (A)(5)-1 In accordance with articles 73 and 94 of the Organic Law of Administrative Procedure, a Petition for Reconsideration of this Resolution can be filed within 15 days subsequent to its publication. Be it notified and published. [Signatures of each CNV Director and the Executive Secretary] (A)(5)-2