-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GAfXz/H24hG7wMYSdGEfNEr5PIB2C3+MJhnAhfpVLq9P6Lvqstx3LlLgus0R+oLA aMp52gIOoBqZzxyrLJvjUg== 0000950136-01-501279.txt : 20010903 0000950136-01-501279.hdr.sgml : 20010903 ACCESSION NUMBER: 0000950136-01-501279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010831 GROUP MEMBERS: AES CHANNON HOLDINGS B.V. GROUP MEMBERS: AES CORPORATION GROUP MEMBERS: CORPORACION EDC, C.A. GROUP MEMBERS: INVERSIONES INEXTEL, C.A. GROUP MEMBERS: INVERSIONES ONAPO, C.A. GROUP MEMBERS: SERVICIOS EDC, C.A. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AES CORPORATION CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST STREET 2: STE 2000 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47557 FILM NUMBER: 1728780 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 SC 13D/A 1 file001.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1) COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV) - -------------------------------------------------------------------------------- (Name of Issuer) NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV) - -------------------------------------------------------------------------------- (Translation of Name of Issuer Into English) Class D Common Shares, Nominal Value Bs. 36.90182224915 Per Share (the "Class D Shares") American Depositary Shares, Each Representing Seven Class D Shares (the "ADSs") - -------------------------------------------------------------------------------- (Title of Class of Securities) P3055Q103 (Class D Shares); 204421101 (ADSs) - -------------------------------------------------------------------------------- (CUSIP Number) Barry J. Sharp, Senior Vice President and Chief Financial Officer, The AES Corporation 1001 North 19th Street Arlington, Virginia 22209; Tel: (703) 522-1315 COPY TO: William R. Luraschi, Vice President and Secretary, The AES Corporation 1001 North 19th Street Arlington, Virginia 22209; Tel: (703) 522-1315 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d(f) or 13d-1(g), check the following box [ ] - -------------------------------------------------------------------------------- CUSIP NO. P3055Q103 (Class D Shares) 13D PAGE 2 204421101 (ADSs) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The AES Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Class D Shares: 64,000,524 ADSs: 1,000 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER Class D Shares: None BENEFICIALLY ADSs: None OWNED BY ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER Class D Shares: 64,000,524 PERSON WITH ADSs: 1,000 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Class D Shares: None ADSs: None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class D Shares: 64,000,524 ADSs: 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% (the 64,000,524 Class D Shares and 1,000 ADSs represent approximately 14.6% of the total Class D Shares outstanding (including Class D Shares represented by ADSs)). See Item 5 of Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CUSIP NO. P3055Q103 (Class D Shares) 13D PAGE 3 204421101 (ADSs) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AES Channon Holdings B.V. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Class D Shares: 64,000,524 ADSs: 1,000 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER Class D Shares: None BENEFICIALLY ADSs: None OWNED BY ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER Class D Shares: 64,000,524 PERSON WITH ADSs: 1,000 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Class D Shares: None ADSs: None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class D Shares: 64,000,524 ADSs: 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% (the 64,000,524 Class D Shares and 1,000 ADSs represent approximately 14.6% of the total Class D Shares outstanding (including Class D Shares represented by ADSs)). See Item 5 of Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP NO. P3055Q103 (Class D Shares) 13D PAGE 4 204421101 (ADSs) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporacion EDC, C.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Venezuela - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Class D Shares: 64,000,524 ADSs: 1,000 NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER Class D Shares: None BENEFICIALLY ADSs: None OWNED BY --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER Class D Shares: 64,000,524 PERSON WITH ADSs: 1,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Class D Shares: None ADSs: None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class D Shares: 64,000,524 ADSs: 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% (the 64,000,524 Class D Shares and 1,000 ADSs represent approximately 14.6% of the total Class D Shares outstanding (including Class D Shares represented by ADSs)). See Item 5 of Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- CUSIP NO. P3055Q103 (Class D Shares) 13D PAGE 5 204421101 (ADSs) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inversiones Inextel, C.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Venezuela - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Class D Shares: 63,999,524 ADSs: None NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER Class D Shares: None BENEFICIALLY ADSs: None OWNED BY ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER Class D Shares: 63,999,524 PERSON WITH ADSs: None ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Class D Shares: None ADSs: None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class D Shares: 63,999,524 ADSs: None - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% (the 63,999,524 Class D Shares represent approximately 14.6% of the total Class D Shares outstanding (including Class D Shares represented by ADSs)). See Item 5 of Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- CUSIP NO. P3055Q103 (Class D Shares) 13D PAGE 6 204421101 (ADSs) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Servicios EDC, C.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Venezuela - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Class D Shares: 1,000 ADSs: 1,000 NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER Class D Shares: None BENEFICIALLY ADSs: None OWNED BY --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER Class D Shares: 1,000 PERSON WITH ADSs: 1,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Class D Shares: None ADSs: None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class D Shares: 1,000 ADSs: 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (the 1,000 Class D Shares and 1,000 ADSs represent less than 0.1% of the total Class D Shares outstanding (including Class D Shares represented by ADSs)). See Item 5 of Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- CUSIP NO. P3055Q103 (Class D Shares) 13D PAGE 7 204421101 (ADSs) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inversiones Onapo, C.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Venezuela - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Class D Shares: 1,000 ADSs: 1,000 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER Class D Shares: None BENEFICIALLY ADSs: None OWNED BY -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER Class D Shares: 1,000 PERSON WITH ADSs: 1,000 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Class D Shares: None ADSs: None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class D Shares: 1,000 ADSs: 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (the 1,000 Class D Shares and 1,000 ADSs represent less than 0.1% of the total Class D Shares outstanding (including Class D Shares represented by ADSs)). See Item 5 of Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 7 This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the statement on Schedule 13D (the "Schedule 13D") originally filed on July 3, 2001 with the Securities and Exchange Commission (the "Commission") by The AES Corporation, AES Channon Holdings B.V., Corporacion EDC, C.A., Inversiones Inextel, C.A., Servicios EDC, C.A. and Inversiones Onapo, C.A.. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Item 3. Sources and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding the following paragraph: On August 30, 2001, Inextel requested the redemption of its remaining 136 shares of VenWorld. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following paragraphs: On August 29, 2001, AES announced its intention, together with its 87% owned subsidiary, CEDC, to make cash tender offers in the United States and Venezuela to acquire ADSs and Class D Shares of the Issuer. The complete details of the tender offers will be set forth in filings to be made with the Commission and the Venezuelan Comision Nacional de Valores shortly. The press release issued on August 29, 2001 is filed herewith as an exhibit and incorporated herein by reference. On August 30, 2001, Inextel requested the redemption of its remaining 136 shares of VenWorld. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended by adding the following paragraph: On August 29, 2001, AES, CEDC and TelCom 2, B.V., a Dutch company jointly owned, indirectly, by AES and CEDC ("TelCom 2"), entered into an agreement pursuant to which CEDC agreed, among other things, to transfer, or cause Inextel to transfer, the Inextel Class D Shares to TelCom 2. The agreement between AES, CEDC and TelCom 2 is filed herewith as an exhibit and incorporated herein by reference. 8 Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding the following exhibits: Exhibit No. Description - ----------- ----------- 1.3 Press Release issued August 29, 2001. 1.4 Agreement dated August 29, 2001 by and among The AES Corporation, Corporacion EDC, C.A. and TelCom 2, B.V. 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13D is true, complete and correct. The AES Corporation By: /s/ Paul Hanrahan --------------------------------- Name: Paul Hanrahan Title: Executive Vice President Date: August 29, 2001 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13D is true, complete and correct. AES Channon Holdings B.V. By: /s/ Steven P. Clancy ----------------------------------- Name: Steven P. Clancy Title: Director Date: August 29, 2001 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13D is true, complete and correct. Corporacion EDC, C.A. By: /s/ Paul Hanrahan ---------------------------------- Name: Paul Hanrahan Title: Director Date: August 29, 2001 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13D is true, complete and correct. Inversiones Inextel, C.A. By: /s/ Steven P. Clancy -------------------------------- Name: Steven P. Clancy Title: Director Date: August 29, 2001 13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13D is true, complete and correct. Servicios EDC, C.A. By: /s/ Paul Hanrahan --------------------------------- Name: Paul Hanrahan Title: Director Date: August 29, 2001 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13D is true, complete and correct. Inversiones Onapo, C.A. By: /s/ Steven P. Clancy ------------------------------- Name: Steven P. Clancy Title: Director Date: August 29, 2001 15 EX-1.3 3 file002.txt PRESS RELEASE Exhibit 1.3 PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- THE AES CORPORATION AND CORPORACION EDC, C.A. ANNOUNCE JOINT U.S. AND VENEZUELAN CASH OFFERS FOR AMERICAN DEPOSITARY SHARES AND CLASS D SHARES OF CANTV AES plan will unlock value in CANTV - -------------------------------------------------------------------------------- ARLINGTON, VA AND CARACAS, VENEZUELA - AUGUST 29, 2001 - The AES Corporation (NYSE:AES), the world's largest independent global power company, together with its 87% owned subsidiary, Corporacion EDC, C.A., announced today their intention to make cash tender offers in the United States and Venezuela to acquire American Depositary Shares and Class D Shares of Compania Anonima Nacional Telefonos de Venezuela (CANTV) which represent approximately 43.2% of the outstanding CANTV shares. Dennis W. Bakke, President and Chief Executive Officer of AES said, "We believe that CANTV shareholders should be able to realize greater value from their investment. AES's plans for CANTV include distributing CANTV's excess cash through a special dividend to all shareholders and optimizing CANTV's capital structure." AES also stated that it intends to seek to sell Molvinet, CANTV's mobile telephone business, to a world class operator and/or through a public offering in the capital markets and also distribute these proceeds to all CANTV shareholders. Mr. Bakke added, "Our plan treats all shareholders - large and small - equally." Tender Details - -------------- The U.S. offer will be made for 28,566,944 American Depositary Shares of CANTV at U.S. $24.00 per ADS in cash. The Venezuelan offer will be made for 199,968,608 Class D Shares of CANTV at U.S. $3.4285714 per class D share in cash. The price per ADS and per Class D Share in the U.S. and Venezuelan offers will be equal based upon the seven class D shares represented by each ADS. Through Corporacion EDC, AES currently owns 64,007,524 CANTV Class D Shares representing approximately 6.9% of the outstanding capital stock of CANTV. Substantially all of these shares were received by Corporacion EDC in exchange for its interest in VenWorld Telecom, C.A., a jointly owned company controlled by Verizon Communications that acquired a controlling interest in CANTV in its 1991 privatization. When added to the CANTV shares currently owned by Corporacion EDC, the ADSs and shares sought in the tender offers would represent a majority of CANTV's outstanding shares. Based on the number of ADSs and class D shares sought in the U.S. and Venezuelan offers, the aggregate consideration to be paid pursuant to the two offers is approximately U.S. $1.371 billion. AES said it is pursuing various sources for the funds for the offer including limited recourse financing, internal resources, corporate borrowings, sales of securities and other sources. AES expects to make its tender offer filings with the Securities and Exchange Commission and the Comision Nacional de Valores in Venezuela shortly. If more than 28,566,944 ADSs are tendered in the U.S. offer or more than 199,968,608 class D shares are tendered in the Venezuelan offer and all other conditions to the offers are met, ADSs and shares would each be purchased in each offer on a pro rata basis. AES's Commitment to Venezuela - ----------------------------- Mr. Paul T. Hanrahan, President of AES Americas added, "The structure of our offer will allow CANTV to continue to be the largest traded stock on the Caracas Stock Exchange and will permit Venezuelan investors, CANTV employees and international investors to participate in CANTV's future growth. We believe our proposed sale of Molvinet will increase competition in the telecom sector which will benefit all consumers." The offers are conditioned on, among other things, that the ADSs and Class D shares tendered, not withdrawn and to be purchased pursuant to the offers, together with the CANTV Class D Shares currently owned by Corporacion EDC, represent at least a majority of the outstanding capital stock of CANTV. The offers are also conditioned on the receipt of the approval of the Venezuelan National Telecommunications Commission (Comision Nacional de Telecomunicaciones - - CONATEL) and other required regulatory approvals. The commencement of the tender offers is also subject to the approval of the Comision Nacional de Valores (CNV) of the terms of the Venezuelan Offer. Holders of Class C Shares will be able to tender their shares after complying with the rights of first refusal established in CANTV's ByLaws in favor of other CANTV employees. AES also announced that it intends to seek to make arrangements so that current and former employees of CANTV who have not yet completed paying for their Class C Shares will be able to tender their Shares in the offer. J.P. Morgan Securities, Inc., Credit Suisse First Boston and Banc of America Securities LLC are acting as financial advisors in connection with the offers. J.P. Morgan Securities, Inc. will be the dealer manager for the US Offer. The complete details of the offer for CANTV ADSs and Shares will be set forth in the filing to be made with the Securities and Exchange Commission and the Venezuelan CNV. About AES - --------- Business development milestones in 2001 include the following: o In August a subsidiary of AES entered into an agreement to purchase all of PSEG Global's interests in five jointly held businesses in Argentina. o In August, a subsidiary of AES announced that it intends to launch a cash tender offer to acquire all of the outstanding loan participation certificates of Edelnor. o In July a subsidiary of AES completed the final phase of its acquisition of the energy assets of Thermo Ecotek Corporation. o In July, a subsidiary of AES signed agreements to acquire a 56% interest in SONEL, an integrated electricity utility in Cameroon. o In July, a subsidiary of AES acquired a majority of the energy assets of Thermo Ecotek Corporation. o In June, AES signed a definitive agreement to sell the customers and related assets of AES Power Direct. o In June, a subsidiary of AES secured the financing for its $104 million, 163 MW combined cycle diesel-fired power plant in Sri Lanka. o In June, AES announced that its AES-3C Maritza East 1 project in Bulgaria signed two key contracts with NEK and Maritza East Mines. o In May, AES was awarded the Ras Laffan 750 MW and 40 million imperial gallons of water per day natural gas-fired, combined-cycle cogeneration power and water desalination project in the State of Qatar. o In May, AES announced that it received certification from the California Energy Commission and is set to commence construction on the refurbishment of two retired gas-fired units 3 & 4 at Huntington Beach, California. o In May, a subsidiary of AES signed a strategic alliance agreement with COTEL, the largest local telephone carrier in Bolivia. o In May, a subsidiary of AES secured the financing for its, $348.6 million, 427 MW Barka facility in Oman. o In May AES announced that it won a bid for approximately $23.2 million to purchase a 75% controlling interest in Rivenoblenergo, the distribution company that serves the Rivno region, which is about 200 kms from Kiev, the capital city of Ukraine. o In April, AES announced that it won a bid for approximately $45.9 million to purchase a 75% controlling interest in Kievoblenergo the distribution company that serves the region that surrounds Kiev, the capital city of Ukraine. o In April, a subsidiary of AES signed agreements for the financing of its $300 million, 450 MW combined cycle gas-fired Meghnaghat power plant in Bangladesh. o In April, a subsidiary of AES completed a $180 million financing for its 360 MW gas-fired combined cycle facility Haripur in Bangladesh. o In April, AES announced the completion of its acquisition of IPALCO in Indiana. o In March, a subsidiary of AES secured the financing for the 720 MW gas-fired Granite Ridge project in New Hampshire. o In March, a subsidiary of AES acquired from EniChem SpA an oil-fired 140MW cogeneration facility in the town of Ottana, which is in the province of Nuoro, Sardinia, Italy. o In February, a subsidiary of AES entered an agreement to purchase all of the energy assets of Thermo Ecotek Corporation, a wholly owned subsidiary of Thermo Electron Corporation of Waltham, Massachusetts for $195 million. o In January, AES announced the start of construction of the $300 million AES Wolf Hollow power plant at a site in Granbury, Texas. o In January, a subsidiary of AES acquired a majority interest in a 290MW barge-mounted natural-gas-fired electric generating business in Lagos, Nigeria. o In January, AES Huntington Beach submitted a proposal to the California Energy Commission to restart two retired gas-fired units that will add an additional 450 megawatts of generation in the electricity-strapped state of California. o In January, AES announced the purchase of an additional 39% ownership interest in Hidroelectrica Alicura, a 1000 MW hydro plant in Argentina. o In January, AES announced that it had successfully completed its offer to exchange all American Depositary Shares of Gener S.A. for AES common stock. AES is a leading global power company comprised of competitive generation, distribution and retail supply businesses in Argentina, Australia, Bangladesh, Brazil, Cameroon, Canada, Chile, China, Colombia, Czech Republic, Dominican Republic, El Salvador, Georgia, Germany, Hungary, India, Italy, Kazakhstan, the Netherlands, Nigeria, Mexico, Oman, Pakistan, Panama, Sri Lanka, Ukraine, the United Kingdom, the United States and Venezuela. The Company's generating assets include interests in one hundred and eighty one facilities totaling over 60 gigawatts of capacity. AES's electricity distribution network has over 920,000 km of conductor and associated rights of way and sells over 126,000 gigawatt hours per year to over 18 million end-use customers. In addition, through its various retail electricity supply businesses, AES sells electricity to over 154,000 end-use customers. AES is dedicated to providing electricity worldwide in a socially responsible way. WHERE YOU CAN FIND ADDITIONAL INFORMATION: AES intends to file a Tender Offer Statement with the Securities and Exchange Commission as soon as practicable. We urge investors and security holders of CANTV to read carefully the U.S. offer to purchase regarding the proposed transaction when it becomes available because it will contain important information about the transaction. Investors and security holders may obtain a free copy of the U.S. offer to purchase when it is available and other documents filed by AES with the Securities and Exchange Commission at the Securities and Exchange Commission's Web site at www.sec.gov. The U.S. exchange offer and these other documents may also be obtained for free from D.F. King & Co., Inc., the Information Agent, by calling 1-800-549-6746. * * * * * For more general information visit our web site at www.aesc.com or contact investor relations at investing@aesc.com. The list aes-pr-announce is an automated mailing list and can be found on the investing page of our website. Those who subscribe to this list will receive updates when AES issues a press release. * * * * * This press release is for informational purposes only. The solicitation of offers to buy CANTV ADSs and Class D shares will only be made pursuant to an offer to purchase and related materials that AES expects to send to CANTV shareholders. This communication shall not constitute a solicitation of an offer to purchase in any state in which such offer, solicitation or sale would be unlawful. * * * * * This press release contains forward looking statements concerning the financial condition, results of operations and business of AES following the consummation of its proposed acquisition of CANTV and the anticipated financial and other benefits of such proposed acquisition. In some cases, you can identify forward looking statements by the words "will", "believes", "plans", "would" or similar expressions. These forward looking statements are not guarantees of future performance and are subject to risks and uncertainties and other important factors, including those that could cause actual results to differ materially from expectations based on forward looking statements made in this press release or elsewhere. For a description of certain of these risks please refer to AES's and CANTV's filings with the SEC. * * * * * EX-1.4 4 file003.txt AGREEMENT Exhibit 1.4 AGREEMENT by and among The AES Corporation, Corporacion EDC, C.A. and TelCom 2 B.V. August 29, 2001 AGREEMENT --------- This AGREEMENT (this "Agreement"), dated August 29, 2001, is by and among The AES Corporation, a Delaware corporation ("AES"), Corporacion EDC, C.A., a Venezuelan corporation ("CEDC") and TelCom 2 B.V., a Netherlands company (the "Company" and, together with AES and CEDC, the "Parties" and individually, a "Party"). WHEREAS, AES currently owns through an Affiliate (as defined below) 140 Common Shares (as defined below) of the Company (the "AES Original Shares"), and CEDC currently owns through an Affiliate 60 Common Shares of the Company (the "CEDC Original Shares"); WHEREAS, CEDC owns through an Affiliate 63,999,524 shares of common stock of Compania Anonima Nacional Telefonos de Venezuela (CANTV), a Venezuelan corporation ("CANTV"), representing in the aggregate approximately 6.9% of the outstanding capital stock of CANTV (such shares of CANTV common stock, together with any other shares of CANTV common stock received by such Affiliate from VenWorld Telecom, C.A. as a result of such Affiliate exercising its right to convert all or any of its remaining interest in VenWorld Telecom, C.A. into shares of CANTV common stock, the "CEDC Equity"); WHEREAS, AES and CEDC intend to cause the Company, directly or through a wholly owned Subsidiary, to make an offer (the "Venezuelan Offer") to purchase shares of common stock of CANTV and an offer (the "U.S. Offer" and, together with the Venezuelan Offer, the "Offers") to purchase American Depositary Shares of CANTV ("ADSs") representing shares of common stock of CANTV; NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows. ARTICLE I DEFINITIONS Section 1.1 Definitions. Unless otherwise defined herein, the following terms used in this Agreement shall have the meanings specified below: "AES Shares" shall mean such number of Common Shares as is equal to the difference between: (A) the product of: (i) 1,000, and (ii) the AES Contribution (as defined in Section 2.1 below) divided by the sum of (x) the CEDC Contribution Value (as defined below) and (y) the AES Contribution; and (B) the AES Original Shares. "Affiliate" shall mean, with respect to any Person, at any time, any other Person that, alone or together with any other Person, directly or indirectly through one or more intermediaries controls, or is controlled by or is under common control with such Person. For the purpose of this definition, "control" (including the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Applicable Law" shall mean all applicable constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws of any Governmental Authority. "CEDC Contribution Value" shall mean the sum of (x) the price per share of common stock of CANTV to be paid pursuant to the Venezuelan Offer multiplied by the number of shares of common stock of CANTV forming the CEDC Equity and (y) the amount of additional cash contributed, if any, by CEDC to the equity capital of the Company pursuant to the terms of Section 2.2. "CEDC Shares" shall mean such number of Common Shares as is equal to the difference between: (A) the product of: (i) 1,000, and (ii) the CEDC Contribution Value divided by the sum of (x) the CEDC Contribution Value and (y) the AES Contribution; and (B) the CEDC Original Shares. "Common Shares" shall mean the shares of common stock of the Company. "Governmental Authority" shall mean any national or local government, governmental, regulatory or administrative authority, agency or commission or 2 any court, tribunal or judicial body of Venezuela, the United States of America or the Netherlands. "Person" shall mean any natural person, corporation, association, partnership, organization, business, firm, trust, joint venture, unincorporated organization or any other entity or organization, including a government, or any political subdivision, department or agency of any government. "Subsidiary" shall mean any corporation, association or other entity of which the Company, or its respective Subsidiaries (alone or together) own or control (either directly or indirectly or through another or other Subsidiaries) at least a majority of the issued share capital or other ownership interest, in each case having ordinary voting power to elect directors, managers or trustees of such corporation or other entity (whether or not any capital stock or other ownership interests or any other class or classes shall or might have voting power upon the occurrence of any contingency); provided that the term "Subsidiary" shall not include CANTV or any of its subsidiaries. Section 1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement. Section 1.3 Other Definitional Provisions. The words "hereof," "herein," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice versa. ARTICLE II CAPITAL CONTRIBUTIONS Section 2.1 AES's Capital Contribution. On or prior to December 1, 2001, AES shall contribute, or shall cause an Affiliate of AES to contribute, to the equity capital of the Company, Five Hundred Million United States Dollars (U.S. $500,000,000) in cash or such greater amount as AES shall determine (the "AES Contribution"), and at such time, the Company shall accept the AES Contribution in consideration for the issuance of the AES Shares. Section 2.2 CEDC's Capital Contribution. Contemporaneously with the AES Contribution pursuant to Section 2.1, CEDC shall contribute, or shall cause an Affiliate of CEDC to contribute, to the equity capital of the Company, the CEDC 3 Equity and other additional amounts in cash as the Parties shall determine (the "CEDC Contribution"), and at such time, the Company shall accept the CEDC Contribution in consideration for the issuance of the CEDC Shares. Section 2.3 Outstanding Shares. The Parties agree that immediately after the capital contributions set forth in Sections 2.1 and 2.2, the total Common Shares issued and outstanding shall be 1,000. ARTICLE III CORPORATE GOVERNANCE Section 3.1 Board of Directors. Each of AES and CEDC shall vote, or shall cause each of their respective Affiliates to vote, as the case may be, all of its Common Shares (including Common Shares acquired after the date of this Agreement, whether by purchase or otherwise) and shall take all other necessary actions within its control (whether in its capacity as a shareholder or otherwise), and shall cause the Company to take all necessary action, in order to cause: (a) the number of directors on the Boards of Directors (each a "Board") of the Company or any Subsidiary to be three; (b) the election to the Board of the Company, and the Board of any Subsidiary, of (i) 2 Persons designated by AES (the "AES Designees"), and (ii) one Person designated by CEDC (the "CEDC Designee"); (c) at the written request of AES given at any time for the removal or replacement of any AES Designee, the immediate removal from the Board of the Company or any Subsidiary (with or without cause) of such AES Designee, and the appointment of a new director designated by AES to the Board of the Company or such Subsidiary, as the case may be, immediately upon designation of such person by AES; (d) at the written request of CEDC given at any time for the removal or replacement of any CEDC Designee, the immediate removal from the Board of the Company or any Subsidiary (with or without cause) of such CEDC Designee, and the appointment of a new director designated by CEDC to the Board of the Company or such Subsidiary, as the case may be, immediately upon designation of such person by CEDC; and (e) in the event that any AES Designee or the CEDC Designee shall for any reason cease to serve as a member of the Board of the 4 Company or any Subsidiary during his term of office, the resulting vacancy on such Board to be filled by a Person designated by AES or CEDC, as the case may be, immediately upon the designation of such Person by AES or CEDC, as the case may be. Section 3.2 Quorum and Manner of Action. The presence of a majority of the authorized number of directors at any meeting of the Board of the Company or any Subsidiary shall constitute a quorum. All matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of directors present. Matters that require the approval of the shareholders of the Company shall be decided by the affirmative vote of a majority of the issued and outstanding Common Shares. Section 3.3 Other Matters. The Parties agree that all matters relating to the Offers (including, without limitation, any amendment thereof) shall be determined by the decision of a majority of the directors of the Board of the Company as set forth in Section 3.2 above. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1 Representations and Warranties of the Parties. Each of the Parties represents and warrants to the other Party that (i) such Party has all requisite right, power and authority and full legal capacity to enter into this Agreement, to carry out its respective obligations hereunder and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Agreement by such Party and the consummation of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Party, and no other proceedings (corporate or otherwise) on the part of such Party or their respective shareholders or any other Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and (iii) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms. ARTICLE V MISCELLANEOUS Section 5.1 Public Announcements. Each Party hereby acknowledges and agrees that this Agreement and the transactions contemplated 5 hereby are required to be disclosed promptly to the appropriate Governmental Authority and to the appropriate securities markets in order to comply with Applicable Law. Each Party covenants to make available to the appropriate securities markets and to file with the appropriate Governmental Authority all press releases, information and documentation as may be required by Applicable Law in connection with this Agreement and the transactions contemplated hereby. Section 5.2 Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. Section 5.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. Section 5.4 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the Parties shall negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision; provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto shall be enforceable to the fullest extent permitted by law. Section 5.5 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, between the Parties with respect to such subject matter. Section 5.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Section 5.7 Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto or their successors and permitted assigns. Section 5.8 Amendment and Waiver. Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is 6 signed by the Parties hereto. Any provision may be waived if, but only if, such waiver is in writing and is signed by or on behalf of the Party waiving such provision. Section 5.9 Assignment. No Party may assign any of its rights under this Agreement without the prior written consent of the other Parties hereto, except that AES and CEDC may assign this Agreement in whole or in part to one or more of its Affiliates provided that such Affiliate shall agree to be bound by the terms hereof. Section 5.10 No Third-Party Beneficiaries. Nothing in this Agreement shall convey any rights upon any Person which is not a Party to this Agreement. Section 5.11 Notices. All notices and other communications given or made pursuant hereto unless otherwise specified, shall be in writing and shall be deemed to have been duly given or made if sent by facsimile transmission (with confirmation in writing), delivered personally or by courier to the applicable Party at the facsimile transmission number or address set forth below or at such other address as shall be furnished by such Party by like notice, and such notice or communication shall be deemed to have been given or made upon receipt: if to AES, to: The AES Corporation 1001 North 19th Street Arlington, VA 22209 Attention: William R. Luraschi Telephone: (703) 522-1315 Facsimile: (703) 528-4510 If to CEDC, to: Corporacion EDC, C.A. Vollmer, San Bernardino Torre Central, piso 16 Caracas 1010-A-Venezuela Attention: Julian Nebreda Telephone: (011) 58212-502-2111 Facsimile: (011) 58212-502-3500 7 if to the Company, to: TelCom 2 B.V. c/o The AES Corporation 1001 North 19th Street Arlington, VA 22209 Attention: William R. Luraschi Telephone: (703) 522-1315 Facsimile: (703) 528-4510 and TelCom 2 B.V. c/o Corporaciun EDC, C.A. Vollmer, San Bernandino Torre Central, Piso 16 Caracas 1010-A-Venezuela Attention: Julian Nebreda Telephone: (011) 58212-502-2111 Facsimile: (011) 58212-502-3500 Section 5.12 Specific Performance. Without limiting the rights of each Party hereto to pursue all other legal and equitable rights available to such Party for any other Party's failure to perform its obligations under this Agreement, the Parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them, respectively, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure. Section 5.13 Expenses. Each Party shall pay its own expenses incurred in connection with the transactions contemplated by this Agreement. 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first above written. THE AES CORPORATION By: /s/ Paul T. Hanrahan ------------------------------- Name: Paul T. Hanrahan Title: Executive Vice President CORPORACION EDC, C.A. By: /s/ Paul T. Hanrahan ------------------------------- Name: Paul T. Hanrahan Title: Director TELCOM 2 B.V. By: /s/ Julian Nebreda ------------------------------- Name: Julian Nebreda Title: Director 9 -----END PRIVACY-ENHANCED MESSAGE-----