0000950136-01-501717.txt : 20011112 0000950136-01-501717.hdr.sgml : 20011112 ACCESSION NUMBER: 0000950136-01-501717 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011105 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: 1774923 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. 3 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. 3) ------------- 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. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission ("SEC") on September 25, 2001 and as amended and supplemented prior to the date hereof (the "Schedule TO") by AES Comunicaciones de Venezuela, C.A. (the "Purchaser"), a Venezuelan company indirectly jointly owned by The AES Corporation and Corporacion EDC, C.A., relating to the offer by the Purchaser to purchase 199,968,608 shares of common stock of Compania Anonima Nacional Telefonos de Venezuela (CANTV) ("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, as amended, 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 SEC BY THE PURCHASER IS INCORPORATED HEREIN BY REFERENCE IN RESPONSE TO ITEMS 1-11 OF SCHEDULE TO. ITEMS 5, 6 AND 11. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS; PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS; ADDITIONAL INFORMATION. Items 5, 6 and 11 of the Schedule TO are hereby amended and supplemented as follows: Representatives of the Purchaser have had preliminary contacts with representatives of CANTV with respect to possible alternatives to the tender offers to purchase shares and ADSs of CANTV commenced by the Purchaser on September 25, 2001, including possible termination of such offers. No agreement or understanding was reached. No assurance can be given that any such contacts will be re-initiated, that any negotiations will take place or that any agreement or understanding will be reached between the Purchaser and CANTV. 3 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: November 5, 2001 AES Comunicaciones de Venezuela, C.A. /s/ Paul Hanrahan ------------------------------------ Name: Paul Hanrahan Title: Director Date: November 5, 2001 The AES Corporation /s/ Paul Hanrahan ------------------------------------ Name: Paul Hanrahan Title: Executive Vice President Date: November 5, 2001 Corporacion EDC, C.A. /s/ Paul Hanrahan ------------------------------------ Name: Paul Hanrahan Title: Director 4 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* (a)(1)I. Text of press release issued October 25, 2001* ----------- * Previously Filed 5