SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
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COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
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(Name of Subject Company (Issuer))
NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
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(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.
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(Name of Filing Persons (Offerors))
AMERICAN DEPOSITARY SHARES
(EACH REPRESENTING 7 CLASS D SHARES OF COMMON STOCK,
NOMINAL VALUE BS. 36.90182224915 PER SHARE)
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(Title of Class of Securities)
204421101 (ADSs)
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
CALCULATION OF FILING FEE
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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: [ ]
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 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, as amended, 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 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.
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: November 5, 2001 AES Comunicaciones de Venezuela, C.A.
/s/ Paul Hanrahan
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Name: Paul Hanrahan
Title: Director
Date: November 5, 2001 The AES Corporation
/s/ Paul Hanrahan
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Name: Paul Hanrahan
Title: Executive Vice President
Date: November 5, 2001 Corporacion EDC, C.A.
/s/ Paul Hanrahan
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Name: Paul Hanrahan
Title: Director
EXHIBIT INDEX
Exhibit
Number Description
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(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*
(a)(1)L. Text of press release issued October 25, 2001*
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* Previously Filed