0000950136-01-501581.txt : 20011026 0000950136-01-501581.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950136-01-501581 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011017 GROUP MEMBERS: AES COMUNICACIONES DE VENEZUELA, C.A. GROUP MEMBERS: AES CORPORATION GROUP MEMBERS: CORPORACION 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 TO-T/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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47557 FILM NUMBER: 1761109 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 TO-T/A 1 file001.txt AMENDMENT NO. 1 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------- COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV) ------------------------------------------------------------------------------- (NAME OF SUBJECT COMPANY (ISSUER)) NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV) ------------------------------------------------------------------------------- (TRANSLATION OF NAME OF ISSUER INTO ENGLISH) AES COMUNICACIONES DE VENEZUELA, C.A. A COMPANY JOINTLY OWNED BY THE AES CORPORATION AND CORPORACION EDC, C.A. ------------------------------------------------------------------------------- (NAME OF FILING PERSONS (OFFERORS)) AMERICAN DEPOSITARY SHARES (EACH REPRESENTING 7 CLASS D SHARES OF COMMON STOCK, NOMINAL VALUE BS. 36.90182224915 PER SHARE) ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 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: MICHAEL E. GIZANG, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, FOUR TIMES SQUARE, NEW YORK, NY 10036; TEL: (212) 735-2704 ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) CALCULATION OF FILING FEE ------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE $685,606,656(1) $137,121.33 (2) * Set forth the amount on which the filing fee is calculated and state how it was determined. (1) The transaction value is calculated by multiplying the amount of ADSs being sought by the offerors, 28,566,944, by the offer price per ADS, $24.00. (2) The amount of filing fee is calculated by multiplying the transaction valuation, $685,606,656, by 0.0002 pursuant to Rule 0-11(d) under the Exchange Act of 1934, as amended. [ X ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $137,121.33 Filing Party: AES Comunicaciones de Venezuela, C.A. Form or Registration No.: Tender Offer Statement on Date Filed: September 25, 2001 Schedule TO
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed on September 25, 2001 by AES Comunicaciones de Venezuela, C.A. (the "Purchaser"), a Venezuelan company jointly owned by The AES Corporation, a Delaware corporation, and Corporacion EDC, C.A., a Venezuelan corporation, relating to the offer by the Purchaser to purchase 28,566,944 American Depositary Shares ("ADSs") of Compania Anonima Nacional Telefonos de Venezuela (CANTV) ("CANTV"), each ADS representing 7 Class D Shares of common stock of CANTV, for $24.00 in cash per ADS, on the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated September 25, 2001 and the related ADS Letter of Transmittal, which were attached to the Schedule TO as Exhibits (a)(1)A. and (a)(1)B., respectively (collectively referred to as the "U.S. Offer"). ALL THE INFORMATION IN THE U.S. OFFER TO PURCHASE AND THE RELATED ADS LETTER OF TRANSMITTAL AND ANY SUPPLEMENT OR AMENDMENT THERETO RELATED TO THE U.S. OFFER HEREAFTER FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE PURCHASER IS INCORPORATED HEREIN BY REFERENCE IN RESPONSE TO ITEMS 1-11 OF SCHEDULE TO. ITEM 1. SUMMARY TERM SHEET. Item 1 of the Schedule TO is hereby amended and supplemented as follows: The answer to the question "What are the principal differences in the rights of holder of ADSs and CANTV shares under the two offers?" in the section entitled "SUMMARY TERM SHEET" on page 3 of the U.S. Offer to Purchase is hereby amended and supplemented by replacing the first sentence of such answer with the following sentence: "The most significant difference is that Venezuelan law provides for tender offers to be open for between 20 and 30 Venezuelan stock exchange trading days, with a possible aggregate of 30 Venezuelan stock exchange trading days of extensions of the offering period after the initial expiration date being available, subject to prior authorization from the CNV." The answer to the question "Is it possible to tender CANTV shares into this U.S. offer, or ADSs into the Venezuelan offer?" in the section entitled "SUMMARY TERM SHEET" on page 3 of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following sentence before the second to last sentence of such answer: "The process of depositing Class D Shares, and receiving ADSs in return, can take several days, although it is sometimes possible that ADSs can be received on the same business day that Class D Shares are deposited. The deposit agreement regarding the ADS deposit facility provides that there are fees or charges associated with this process, including a fee of $5 or less per 100 ADSs (or portion thereof) received." 3 The answer to the question "Do you have the financial resources to make the payments required in the offers?" in the section entitled "SUMMARY TERM SHEET" on page 3 of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following language to the end of the third sentence of such answer: "and, in connection with the Venezuelan offer, as part of the process of obtaining approval from the CNV to the Venezuelan offer, AES became a "joint guarantor" of the full amount of the purchase price to be paid for the ADSs and CANTV shares purchased pursuant to the offers." The following question and answer are added after the answer to the question "If I decide not to tender, how will the offers affect my ADSs?" in the section entitled "SUMMARY TERM SHEET" on page 8 of the U.S. Offer to Purchase: "WHAT ARE CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS WHO CONTINUE TO OWN ADSS AFTER THE CONSUMMATION OF THIS U.S. OFFER? The consummation of this U.S. offer will not result in any U.S. federal income tax consequences to U.S. Holders whose ADSs are not sold pursuant to the U.S. offer. The proposed merger of CANTV with and into the Purchaser is intended to be a taxable transaction for U.S. federal income tax purposes, and U.S. Holders of ADSs should generally recognize gain or loss equal to the difference, if any, between the fair market value of the surviving corporation's ADSs received and the holder's adjusted tax basis in the ADSs surrendered in exchange therefor. Any post-merger cash distributions by the surviving corporation to U.S. Holders should, for the most part, be treated as tax-free returns of capital. See Section 5 and 11." ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented as follows: The cover page of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following sentence before the last sentence of the second paragraph: "See the "Introduction" for a discussion of the time it will take to deposit Class D Shares and receive ADSs in return, and the fees associated therewith." The section entitled "INTRODUCTION" of the U.S. Offer to Purchase is hereby amended and supplemented by replacing the second sentence of the last paragraph on page 10 of the U.S. Offer to Purchase (that carries over to page 11) with the following sentence: 4 "The most significant difference is that Venezuelan law provides for tender offers to be kept open for between 20 and 30 Venezuelan stock exchange trading days, with a possible aggregate of 30 Venezuelan stock exchange trading days of extensions of the offering period after the initial expiration date being available, subject to prior authorization from the CNV." The section entitled "INTRODUCTION" of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following before the last sentence of the first complete paragraph on page 11 of the U.S. Offer to Purchase: "The process of depositing Class D Shares, and receiving ADSs in return, can take several days, although it is sometimes possible that ADSs can be received on the same business day that Class D Shares are deposited if all the requirements of the Deposit Agreement are complied with. The Deposit Agreement provides that there are fees or charges associated with this process, including a fee of $5 or less per 100 ADSs (or portion thereof) received." The section entitled "THE U.S. OFFER - Acceptance for Payment" of the U.S. Offer to Purchase is hereby amended and supplemented by deleting the words "and subject to applicable law" in the second sentence of the first paragraph on page 17 of the U.S. Offer to Purchase and adding the following after the second sentence of the first paragraph on page 17 of the U.S. Offer to Purchase: "This reservation by the Purchaser of the right to delay acceptance for payment of or payment for ADSs is subject to applicable law, which requires that the Purchaser pay the consideration offered or return the ADSs deposited by or on behalf of ADS holders promptly after the termination or withdrawal of the U.S. Offer." The section entitled "THE U.S. OFFER - Acceptance for Payment" of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following at the beginning of the last sentence of the first paragraph on page 17 of the U.S. Offer to Purchase: "In addition," The section entitled "THE U.S. OFFER - Withdrawal Rights" of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following sentence after the last sentence of the first paragraph of this section on page 21 of the U.S. Offer to Purchase: "In addition, under applicable law, the Purchaser is required to pay the consideration offered or return the ADSs deposited by or on behalf of ADS holders promptly after the termination or withdrawal of the U.S. Offer." 5 The section entitled "THE U.S. OFFER - Certain Tax Considerations " of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following before the last paragraph on page 22 of the U.S. Offer to Purchase": "Taxation of U.S. Holders who Continue to Own ADSs after consummation of the U.S. Offer "The consummation of the U.S. Offer will not result in any U.S. federal income tax consequences to U.S. Holders whose ADSs are not sold pursuant to the U.S. Offer. For a discussion of certain anticipated federal income tax considerations relating to the proposed merger of CANTV with and into the Purchaser and subsequent cash distributions by the Purchaser to U.S. Holders who continue to hold ADSs after the consummation of the Offers, see Section 11. Backup Withholding" The section entitled "THE U.S. OFFER - Certain Tax Considerations" of the U.S. Offer to Purchase is hereby amended and supplemented by deleting the last sentence of the last paragraph on page 22 of the U.S. Offer to Purchase. The section entitled "THE U.S. OFFER - Conditions of the U.S. Offer" of the U.S. Offer to Purchase is hereby amended and supplemented by replacing the word "sole" with the word "reasonable" in (i) the seventh line of the first paragraph of this section on page 44 of the U.S. Offer to Purchase, (ii) the fourth complete bullet point on page 48 of the U.S. Offer to Purchase and (iii) in the second and fourth lines of the first paragraph on page 49 of the U.S. Offer to Purchase. ITEMS 4 AND 6. TERMS OF THE TRANSACTION; PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. Items 4 and 6 of the Schedule TO are hereby amended and supplemented as follows: The section entitled "THE U.S. OFFER - Purpose of the Offers; Plans for CANTV" of the U.S. Offer to Purchase is hereby amended and supplemented by replacing the heading and first sentence of the third complete paragraph on page 40 of the U.S. Offer to Purchase with the following: "Certain Anticipated U.S. Federal Income Tax Considerations Applicable to U.S. Holders who own ADSs after Consummation of the Offers Related to the Proposed Merger and Subsequent Cash Distributions by the Purchaser. The following is a general summary of certain anticipated U.S. federal income tax considerations applicable to U.S. Holders who own ADSs after consummation of the Offers related to the proposed merger of CANTV with and into the Purchaser (the "Merger") and subsequent cash distributions by the Purchaser as described above." 6 ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. Item 6 the of Schedule TO is hereby amended and supplemented as follows: The section entitled "THE U.S. OFFER - Purpose of the Offers; Plans for CANTV" of the U.S. Offer to Purchase is hereby amended and supplemented by replacing the fourth sentence of the fifth paragraph on page 38 of the U.S. Offer to Purchase with the following sentence: "However, the Purchaser believes that certain of CANTV's debt instruments would, in the future, restrict the payment of dividends by CANTV beyond certain amounts (which amounts would be determined at the time of the proposed dividends based on various financial criteria of CANTV, including its assets, debt and income levels)." ITEMS 7 AND 11. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION; ADDITIONAL INFORMATION. Items 7 and 11 of the Schedule TO are hereby amended and supplemented as follows: The section entitled "THE U.S. OFFER - Source and Amount of Funds" of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following sentence before the second to last sentence of the only paragraph of such section on page 36 of the U.S. Offer to Purchase: "Further, in connection with the Venezuelan Offer, as part of the process of obtaining approval from the CNV to the Venezuelan Offer, AES became a "joint guarantor" of the full amount of the purchase price to be paid for the ADSs and CANTV shares purchased pursuant to the Offers." ITEM 11. ADDITIONAL INFORMATION Item 11 of the Schedule TO is hereby amended and supplemented as follows: The section entitled "FORWARD-LOOKING STATEMENTS" of the U.S. Offer to Purchase is hereby amended and supplemented by adding the following language at the end of the last sentence of such section on page 14 of the U.S. Offer to Purchase: ", except as may be required under applicable law (including the Exchange Act and regulations promulgated thereunder)." On October 9, 2001, the Purchaser sent a notice to ADS holders. A copy of this notice is filed as Exhibit (a)(1)J. and is incorporated herein by reference. On October 12, 2001, the Purchaser sent another notice to ADS holders. A copy of this notice is filed as Exhibit (a)(1)K. and is incorporated herein by reference. ITEM 12. EXHIBITS 7 Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits: (a)(1)J. Text of Notice sent by the Purchaser to ADS holders on October 9, 2001 (a)(1)K. Text of Notice sent by the Purchaser to ADS holders dated October 12, 2001 8 SIGNATURES 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. Date: October 17, 2001 AES Comunicaciones de Venezuela, C.A. /s/ Paul Hanrahan ----------------- Name: Paul Hanrahan Title: Director Date: October 17, 2001 The AES Corporation /s/ Paul Hanrahan ----------------- Name: Paul Hanrahan Title: Executive Vice President Date: October 17, 2001 Corporacion EDC, C.A. /s/ Paul Hanrahan ----------------- Name: Paul Hanrahan Title: Director EXHIBIT INDEX
Exhibit Number Description ----------------------------------------------------------------------------------------------------- (a)(1) A. U.S. Offer to Purchase dated September 25, 2001* (a)(1) B. ADS Letter of Transmittal* (a)(1) C. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(1) D. Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs* (a)(1) E. Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs* (a)(1) F. Notice of Guaranteed Delivery* (a)(1) G. Text of press release announcing intention to commence the U.S. and Venezuelan offers, dated August 29, 2001* (a)(1) H. Summary Advertisement as published in The New York Times on September 25, 2001* (a)(1) I. Text of press release announcing commencement of U.S. and Venezuelan offers, dated September 25, 2001* (a)(1) J. Text of Notice sent by the Purchaser to ADS holders on October 9, 2001 (a)(1) K. Text of Notice sent by the Purchaser to ADS holders dated October 12, 2001 ---------- * Previously Filed
EX-99.(A)(1)J 3 file002.txt TEXT OF NOTICE Exhibit (a)(1)J. NOTICE TO HOLDERS OF AMERICAN DEPOSITARY SHARES OF COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV) AES Comunicaciones de Venezuela, C.A. ("AES Comunicaciones"), a company jointly owned by The AES Corporation and Corporacion EDC, C.A., is offering to purchase 28,566,944 American Depositary Shares, or ADSs, of CANTV for $24.00 per ADS in cash (each ADS representing 7 Class D shares of CANTV). Additionally, AES Comunicaciones is offering to purchase in Venezuela 199,968,608 CANTV shares for $3.4285714 per share in cash, payable in U. S. dollars or in Venezuelan Bolivars to tendering holders of CANTV shares that elect to be paid in Bolivars. On August 28, 2001, the day before the offers were announced, the closing price for CANTV's ADSs was $19.81 per ADS. The $24.00 which AES Comunicaciones is offering per ADS represents a 21.2% premium over this pre-announcement closing price of $19.81. The purpose of the offers is to enable AES Comunicaciones and its affiliates to acquire control of CANTV. The offers are conditioned on, among other things, that the ADSs and shares tendered, not withdrawn and to be purchased pursuant to the offers, together with the shares held directly or indirectly by The AES Corporation, represent at least a majority of the outstanding capital stock of CANTV. YOU MUST VOTE AGAINST CANTV'S PROPOSED REPURCHASE PLAN FOR THE OFFERS TO PROCEED! Seeking to block our offers, on only days' notice, CANTV has called a special meeting of shareholders to consider, among other things, a share repurchase program. CANTV has provided no details about the terms of the proposed share repurchase program. We believe that the lack of information with respect to the matters to be voted on is a manipulative tactic of CANTV's management and CANTV's controlling shareholder, Verizon, to discourage shareholder participation in the vote. We believe CANTV's share repurchase proposal is intended to consolidate control of CANTV in the hands of Verizon and its affiliates in a transaction financed with your money. We believe CANTV's management and Verizon are hoping you will not participate in the vote, thereby assuring that control of the company is consolidated with Verizon. YOUR VOTE IS CRITICAL! We will be urging shareholders to vote AGAINST CANTV's repurchase proposal. You should know that your failure to vote may have the same effect as a vote in favor of CANTV's proposal. The Bank of New York, as depositary for the ADSs, has established October 22 as the deadline for receipt of voting instructions from holders of ADSs. Adoption of the CANTV share repurchase proposal will require an affirmative vote by holders of only a majority of the shares present at the special meeting on October 24. Verizon controls approximately 37% of the outstanding CANTV shares, either directly or through VenWorld Telecom, C. A., an entity which Verizon controls. We believe that Verizon intends to vote or cause the vote of these shares in favor of whatever repurchase proposal is put forward by CANTV. If you want the AES offers to proceed, your participation in the vote at the special shareholders' meeting and vote AGAINST adoption of the CANTV proposal will be critical. In the near future we will be sending you a form of voting instruction for submitting your vote. If you have any questions, please call D.F. King & Co., Inc., which is assisting AES Comunicaciones, toll-free at (800) 549-6746. Outside the U.S., call collect on +1 (212) 269-5550. AES COMUNICACIONES DE VENEZUELA, C.A. EX-99.(A)(1)K 4 file003.txt TEXT OF NOTICE Exhibit (a)(1)K. October 12, 2001 DEAR CANTV INVESTOR: AES Comunicaciones de Venezuela, C.A. ("AES Comunicaciones"), a company jointly owned by The AES Corporation and Corporacion EDC, C.A., is offering to purchase 28,566,944 American Depositary Shares, or ADSs, of Compania Anonima Nacional Telefonos de Venezuela (CANTV) for $24.00 per ADS in cash (each ADS representing 7 Class D shares of CANTV). Additionally, AES Comunicaciones is offering to purchase in Venezuela 199,968,608 CANTV shares for $3.4285714 per share in cash. CANTV has rejected the AES Comunicaciones offers and proposed instead a share repurchase program financed with your money. Shareholders will vote on this proposal at a special meeting on October 24, 2001. Venezuela's National Securities Commission demanded that CANTV disclose the details of its proposal. However, as of the date of this letter, CANTV has not provided these details to you. CANTV just does not seem to care about your right to make an informed decision. CANTV's actions - including its attempt to rush a vote on a share repurchase proposal while withholding fundamental information - are part of an ill-advised strategy to prevent you from participating in the AES Comunicaciones offers or any other potential offers. You must ask yourself whether CANTV is acting in your best interests. CANTV's proposed share repurchase program is contrary to your best interests. PROTECT YOUR INTERESTS: VOTE AGAINST CANTV'S PROPOSED SHARE REPURCHASE PROGRAM If you think your money should not be used to benefit only the controlling shareholder and management and you want the AES Comunicaciones offers, or any other potential offers, to proceed, you must vote AGAINST the share repurchase program proposed by CANTV. AES Comunicaciones is offering to purchase your CANTV shares and ADSs for cash at a significant premium to the pre-announcement trading prices. CANTV instead is proposing to use your money to block the AES Comunicaciones offers and any other potential offer. Give yourself and other CANTV share and ADS holders the opportunity to participate in these offers by voting AGAINST CANTV's proposed share repurchase plan. ACT URGENTLY! A voting instruction form accompanies this letter. Vote today. If you do not promptly return your voting instruction, it will not be counted. Worse still, if you do not vote promptly, CANTV may try to designate a CANTV representative to vote your shares in favor of the proposal. A failure to vote, therefore, will have the same effect as a vote in favor of the proposed repurchase plan. ADS VOTING INSTRUCTIONS MUST BE RECEIVED BY YOUR BROKER OR BANK BEFORE 5:00 P.M. OCTOBER 22, 2001. Time is short. If you have any questions or require assistance in voting your shares, please call D.F. King & Co., Inc., which is assisting AES Comunicaciones, toll-free at (800) 549-6746. Outside the U.S., call collect on +1 (212) 269-5550. AES COMUNICACIONES DE VENEZUELA, C.A.