0000950136-01-501582.txt : 20011026 0000950136-01-501582.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950136-01-501582 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: 1761110 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)) CLASS D SHARES OF COMMON STOCK, NOMINAL VALUE BS. 36.90182224915 PER SHARE -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) P3055Q103 -------------------------------------------------------------------------------- (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 $12,979,759 (1) $2,595.95(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 Shares being sought by the offerors which are estimated to be owned by U.S. persons, being 3,785,763, by the offer price per Share, $3.4285714. (2) The amount of filing fee is calculated by multiplying the transaction valuation, $12,979,759, 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: $2,595.95 Filing Party: AES Comunicaciones de Venezuela, C.A. Form or Registration No.: Tender Offer Statement on Schedule TO Date Filed: September 25, 2001
[ ] 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 199,968,608 shares of common stock of Compania Anonima Nacional Telefonos de Venezuela (CANTV) for $3.4285714 in cash per share, on the terms and subject to the conditions set forth in the Venezuelan Offer to Purchase dated September 25, 2001 and Share Letter of Transmittal, English versions of which were attached to the Schedule TO as Exhibits (a)(1)A and (a)(1)C, respectively (collectively referred to as the "Venezuelan Offer"). ALL THE INFORMATION IN THE VENEZUELAN OFFER TO PURCHASE, INCLUDING THE ANNEXES THERETO, AND THE RELATED SUMMARY TERM SHEET AND SHARE LETTER OF TRANSMITTAL AND ANY SUPPLEMENT OR AMENDMENT THERETO RELATED TO THE VENEZUELAN 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?" on page 3 of the Summary Term Sheet attached as Exhibit (a)(1)B to the Schedule TO is hereby amended and supplemented by replacing the first sentence of such answer with the following: "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 the U.S. offer, or ADSs into this Venezuelan offer?" on page 3 of the Summary Term Sheet attached as Exhibit (a)(1)B to the Schedule TO is hereby amended and supplemented by adding the following after the fourth sentence of such answer: "The process of withdrawing Class D shares underlying ADSs can take several days, although it is sometimes possible that Class D shares can be withdrawn on the same business day that ADSs are surrendered. 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) surrendered." The answer to the question "Do you have the financial resources to make payment?" on page 4 of the Summary Term Sheet attached as Exhibit (a)(1)B to the 3 Schedule TO 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 answer to the question "Do you have the financial resources to make payment?" on page 4 of Exhibit (a)(1)B to the Schedule TO is hereby amended and supplemented by replacing the final sentence of such answer with the following: "See Sections 1, 3 and 6 of the Venezuelan offer to purchase." 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 CANTV shares?" on page 8 of the Summary Term Sheet attached as Exhibit (a)(1)B to the Schedule TO: "WHAT ARE CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS WHO CONTINUE TO OWN CANTV SHARES AFTER THE CONSUMMATION OF THIS VENEZUELAN OFFER? The consummation of this Venezuelan offer will not result in any U.S. federal income tax consequences to U.S. Holders whose CANTV shares are not sold pursuant to this Venezuelan 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 CANTV shares should generally recognize gain or loss equal to the difference, if any, between the fair market value of the surviving corporation's shares received and the holder's adjusted tax basis in the CANTV shares 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 Annex G to the Venezuelan offer to purchase." ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented as follows: The front section of the Venezuelan Offer to Purchase (being the section prior to the Index) is hereby amended and supplemented by adding the following sentence at the end of the ninth paragraph of such section: "See Section 7(e)(i) for a discussion of the time it will take to withdraw Class D Shares underlying ADSs, and the fees associated therewith." 4 The sub-section entitled "Offerees of the Venezuelan Offer" in the section entitled "STATEMENT SUMMARY" on page 2 of the Venezuelan Offer to Purchase is hereby amended and supplemented by adding the following sentence at the end of such sub-section: "See Section 7(e)(i) for a discussion of the time it will take to withdraw Class D Shares underlying ADSs, and the fees associated therewith." Section 7(e)(i) of the Venezuelan Offer to Purchase entitled "Place and manner of the acceptance notice," on page 30 of the Venezuelan Offer to Purchase, is hereby amended and supplemented by adding the following after the third sentence of the seventh paragraph of such section: "The process of withdrawing Class D shares underlying ADSs can take several days, although it is sometimes possible that Class D shares can be withdrawn on the same business day that ADSs are surrendered if all 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) surrendered." The section entitled "Additional General Tender Offer Information" on page G-15 of Annex G to the Venezuelan Offer to Purchase is hereby amended and supplemented by replacing the second sentence of the second paragraph of such section with the following: "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 section entitled "U.S. Federal Income Tax Consequences to U.S. Holders of Shares" commencing on page G-18 of Annex G to the Venezuelan Offer to Purchase is hereby amended and supplemented by adding the following at the end of such section on page G-19 of the Venezuelan Offer to Purchase: "Taxation of U.S. Holders who Continue to Own Shares after Consummation of the Venezuelan Offer. The consummation of the Venezuelan Offer will not result in any U.S. federal income tax consequences to U.S. Holders whose Shares are not sold pursuant to the Venezuelan Offer." ITEMS 4 AND 6. TERMS OF TRANSACTION; PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. Items 4 and 6 of the Schedule TO are hereby amended and supplemented as follows: 5 The section entitled "Certain Anticipated U.S. Tax Consequences of the Proposed Plans Concerning CANTV" on page G-19 of Annex G to the Venezuelan Offer to Purchase is hereby amended and supplemented by replacing the heading and first sentence of the first paragraph of such section with the following: "Certain anticipated U.S. Federal Income Tax Considerations applicable to U.S. Holders who own Shares 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 Shares after consummation of the Offers related to the proposed merger of CANTV with and into the Purchaser described in Annex B to the Venezuelan Offer to Purchase (the "MERGER") and subsequent cash distributions by the Purchaser." ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. Item 6 of the Schedule TO is hereby amended and supplemented as follows: The sub-section entitled "Dividends" in the section entitled "INFORMATION ON THE PURPOSE OF THE VENEZUELAN OFFER" on page 14 of the Venezuelan Offer to Purchase is hereby amended and supplemented by replacing the fourth sentence of the second paragraph of such sub-section with the following: "However, 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)." The sub-section entitled "Dividends" in the section entitled "If Purchaser plans to modify target company dividend policy" commencing on page B-3 of Annex B to the Venezuelan Offer to Purchase is hereby amended and supplemented by replacing the seventh sentence of such sub-section with the following on page B-4 of Annex B to the Venezuelan Offer to Purchase: "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)." ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented as follows: On October 9, 2001, the Purchaser sent a notice to ADS holders. A copy of this notice is filed as Exhibit (a)(1)G. 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)H. and is incorporated herein by reference. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits: 6 (a)(1)G. Text of Notice sent by the Purchaser to ADS holders on October 9, 2001 (a)(1)H. Text of Notice sent by the Purchaser to ADS holders dated October 12, 2001 7 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. 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 8 EXHIBIT INDEX Exhibit Number Description -------------------------------------------------------------------------------- (a)(1) A. Venezuelan Offer to Purchase dated September 25, 2001, as translated into English* (a)(1) B. Summary Term Sheet to the Venezuelan Offer to Purchase dated September 25, 2001* (a)(1) C. Share Letter of Transmittal* (a)(1) D. Text of press release announcing intention to commence the U.S. and Venezuelan offers, dated August 29, 2001* (a)(1) E. Summary Advertisement as published in The New York Times on September 25, 2001* (a)(1) F. Text of press release announcing commencement of U.S. and Venezuelan offers, dated September 25, 2001* (a)(1) G. Text of Notice sent by the Purchaser to ADS holders on October 9, 2001 (a)(1) H. Text of Notice sent by the Purchaser to ADS holders dated October 12, 2001 ----------- * Previously Filed 9 EX-99.(A)(1)G 3 file002.txt TEXT OF NOTICE SENT BY THE PURCHASER TO ADS Exhibit (a)(1)G. 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 Corporacin 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)H 4 file003.txt TEXT OF NOTICE SENT BY THE PURCHASER TO ADS Exhibit (a)(1)H. 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. Venezuelas 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.