SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(AMENDMENT NO. 2)
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d) (4) OF THE SECURITIES EXCHANGE ACT OF 1934
COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
--------------------------------------------------------
Name of Subject Company
NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
--------------------------------------------------------------------------------
(Translation of Subject Company's name into English)
VERIZON COMMUNICATIONS INC.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
American Depositary Shares
(each representing the right to receive 7 Class D
shares of common stock of Compania Anonima
Nacional Telefonos de Venezuela (CANTV),
par value Bs.36.90182224915 per share)
--------------------------------------------------------------------------------
(Title of Class of Securities)
204421101
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Marianne Drost
Senior Vice President, Deputy General
Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
(212) 395-1783
--------------------------------------------------------------------------------
(Name, address and telephone numbers of person authorized to receive notices
and
communications on behalf of the persons filing statement)
Copies to:
Steven Zipperstein Raymond Gietz
Senior Vice President & Deputy General Counsel Weil Gotshal & Manges LLP
Verizon Services Corp. 767 Fifth Avenue
1095 Avenue of the Americas New York, New York, 10153
New York, New York 10036 (212) 310-8702
(212) 395-1295
[__] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Verizon Communications Inc. ("Verizon") with the SEC on October 10, 2001, as
amended and supplemented prior to the date hereof (the "Schedule 14D-9"), in
respect of the subject company, Compania Anonima Nacional Telefonos de Venezuela
(CANTV) (the "Company"), related to (a) the tender offer by the AES
Comunicaciones de Venezuela. C.A., a company organized under the laws of
Venezuela ("Purchaser") , which is jointly owned by The AES Corporation ("AES")
and AES's 87% owned subsidiary, Corporacion EDC, C.A. ("CEDC"), upon the terms
and subject to the conditions set forth in the offer to purchase, dated
September 25, 2001 (the "Offer to Purchase"), and the related letter of
transmittal (which together constitute the "U.S. Offer"), pursuant to which
Purchaser makes an offer to purchase for $24.00 per American Depository Shares
of the Company (each an "ADS" and, collectively, the "ADSs"), net to each seller
in cash, less any withholding taxes and without interest thereon, an aggregate
of 28,566,944 ADSs and (b) the offer by Purchaser, AES and CEDC (the "Venezuelan
Offer" and, together with the U.S. Offer, the "Offers") to purchase 199,968,608
shares of common stock of the Company, par value Bs. 36.90182224915 per share
(the "Shares"), validly tendered and not properly withdrawn prior to the
expiration of the Venezuelan Offer, each for $3.4285714 in cash payable in U.S.
dollars or in Bolivares to tendering holders that elect to be paid in Bolivares.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Schedule 14D-9.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by
(a) adding the following text at the end of the third paragraph
thereof:
"As disclosed in Exhibit (E)(2) to the Schedule 14D-9, 22
expatriate employees of Verizon or a Verizon affiliate are seconded to
work at the Company, which means that although they are on a Verizon
payroll, all their costs are reimbursed by the Company and their work
is for the benefit of the Company. These 22 expatriate employees
include Messrs. Roosen, Llatas and Yanes."
and (b) adding the following text at the end thereof:
"Four employees of Verizon affiliates (including Messrs.
Roosen and Llatas) serve on the Company's 9-person Board of Directors.
The Purchaser has disclosed in its Offer to Purchase that it currently
intends, as soon as practicable after consummation of the Offers, to
seek majority representation on the Board of Directors of the Company.
The Purchaser also disclosed in its Offer to Purchase that its
designees to the Company's Board of Directors would be employees of AES
or its subsidiaries (including CEDC). The Offer to Purchase further
states that dependant on the number of individuals the Purchaser has
the right to elect, the Purchaser believes that other members could
include current members of the Company's Board of Directors and other
individuals not affiliated with the Company.
As disclosed above in this Item 3 and on Exhibit (E)(2),
Verizon affiliates are parties with the Company to the Services
Agreement and similar agreements and arrangements. In consideration of
providing the services made available to the Company under these
arrangements, Verizon affiliates are paid and reimbursed costs. Amounts
previously paid and reimbursed are set forth in Exhibit (E)(2).
Although Verizon has not made any definitive determination to date,
Verizon believes that it is likely that neither Verizon nor AES would
favor the continuation of the broad services and other arrangements
between Verizon and the Company following acquisition of control by
AES. These agreements and arrangements generally are on economically
beneficial terms to the Company, and have been made available to the
Company by reason of Verizon's present interest in the Company. Also,
AES has publicly criticized the management of the Company and has
indicated its desire to change course. Verizon would, however, consider
any proposals that AES might make to modify and/or induce Verizon to
continue any aspect of the services and arrangements. Also, Verizon
would continue to be a significant shareholder of the Company and would
consider continuing for some period of time any aspect of the services
and arrangements desired by AES if it were determined by Verizon to be
in furtherance of its interests to do so. Verizon does not believe that
any termination of these relationships following assumption of control
of the Company by AES would be material to Verizon. See Item 4(b)."
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text to the end thereof:
"Verizon has had and intends to continue to have discussions
with Company representatives as to Verizon's views regarding possible
terms of a dividend and share repurchase program and future dividend
policy and intends to continue to urge that such views be adopted. In
addition, Verizon employees that sit on the Company board participate
as Company directors in the board's consideration of these matters.
2
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.
VERIZON COMMUNICATIONS INC.
By: /s/ Michael T. Masin
------------------------------------
Name: Michael T. Masin
Title: Vice Chairman and President
Dated: October 17, 2001
3