13D/A

0000950123-07-000042.txt : 20070103 0000950123-07-000042.hdr.sgml : 20070101 20070103154439 ACCESSION NUMBER: 0000950123-07-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 GROUP MEMBERS: GTE CORPORATION GROUP MEMBERS: GTE VENEZUELA SARL GROUP MEMBERS: GTE VENHOLDINGS BV GROUP MEMBERS: VERIZON INTERNATIONAL HOLDINGS INC 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47557 FILM NUMBER: 07504268 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 140 WEST STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-395-1000 MAIL ADDRESS: STREET 1: 140 WEST STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y28595sc13dza.htm AMENDMENT TO SCHEDULE 13D 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 13 )*

COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)

(Name of Issuer)

NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)

(Translation of Name of Issuer into English)

CLASS D COMMON SHARES,
NOMINAL VALUE Bs. 36.90182224915 PER SHARE (the “Class D Shares”)
AMERICAN DEPOSITARY SHARES EACH REPRESENTING
SEVEN CLASS D SHARES (the “ADSs”)

(Title of Class of Securities)

P3055Q103 (Class D Shares); 204421101 (ADSs)

(CUSIP Number)

Marianne Drost, Esq.
Senior Vice President, Deputy General Counsel and Corporate Secretary
Verizon Communications Inc.
140 West Street, New York, New York 10007
(212) 395-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with copies to:

Matias A. Vega, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000

December 29, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		P3055Q103 (Class D Shares) 204429101 (ADSs)

NAMES OF REPORTING PERSONS:

Verizon Communications Inc.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

23-2259884

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of Delaware

SOLE VOTING POWER:

NUMBER OF

Class D Shares: 28,009,177*
ADSs: 4,001,311

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

Class D Shares: None
ADSs: None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

Class D Shares: 28,009,177*
ADSs: 4,001,311

WITH

SHARED DISPOSITIVE POWER:

Class D Shares: None
ADSs: None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class D Shares 28,009,177*
ADSs: 4,001,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.5% (the 4,001,311 ADSs represent 28,009,177 Class D Shares, which represent approximately 6.5% of the total Class D Shares outstanding).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


*		The 4,001,311 ADSs represent 28,009,177 Class D Shares. Because the holder may exchange ADSs for Class D Shares, the Reporting Persons may be deemed to beneficially own 28,009,177 Class D Shares.

- -2-


CUSIP No.		P3055Q103 (Class D Shares) 204429101 (ADSs)

NAMES OF REPORTING PERSONS:

GTE Corporation

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

13-1678633

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of New York

SOLE VOTING POWER:

NUMBER OF

Class D Shares: 28,009,177*
ADSs: 4,001,311

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

Class D Shares: None
ADSs: None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

Class D Shares: 28,009,177*
ADSs: 4,001,311

WITH

SHARED DISPOSITIVE POWER:

Class D Shares: None
ADSs: None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class D Shares 28,009,177*
ADSs: 4,001,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.5% (the 4,001,311 ADSs represent 28,009,177 Class D Shares, which represent approximately 6.5% of the total Class D Shares outstanding).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


*		The 4,001,311 ADSs represent 28,009,177 Class D Shares. Because the holder may exchange ADSs for Class D Shares, the Reporting Persons may be deemed to beneficially own 28,009,177 Class D Shares.

- -3-


CUSIP No.		P3055Q103 (Class D Shares) 204429101 (ADSs)

NAMES OF REPORTING PERSONS:

Verizon International Holdings Inc.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

06-1460807

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of Delaware

SOLE VOTING POWER:

NUMBER OF

Class D Shares: 28,009,177*
ADSs: 4,001,311

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

Class D Shares: None
ADSs: None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

Class D Shares: 28,009,177*
ADSs: 4,001,311

WITH

SHARED DISPOSITIVE POWER:

Class D Shares: None
ADSs: None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class D Shares 28,009,177*
ADSs: 4,001,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.5% (the 4,001,311 ADSs represent 28,009,177 Class D Shares, which represent approximately 6.5% of the total Class D Shares outstanding).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


*		The 4,001,311 ADSs represent 28,009,177 Class D Shares. Because the holder may exchange ADSs for Class D Shares, the Reporting Persons may be deemed to beneficially own 28,009,177 Class D Shares.

- -4-


CUSIP No.		P3055Q103 (Class D Shares) 204429101 (ADSs)

NAMES OF REPORTING PERSONS:

GTE Venezuela S.a r.l

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Not applicable

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Luxembourg

SOLE VOTING POWER:

NUMBER OF

Class D Shares: 28,009,177*
ADSs: 4,001,311

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

Class D Shares: None
ADSs: None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

Class D Shares: 28,009,177*
ADSs: 4,001,311

WITH

SHARED DISPOSITIVE POWER:

Class D Shares: None
ADSs: None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class D Shares 28,009,177*
ADSs: 4,001,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.5% (the 4,001,311 ADSs represent 28,009,177 Class D Shares, which represent approximately 6.5% of the total Class D Shares outstanding).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


*		The 4,001,311 ADSs represent 28,009,177 Class D Shares. Because the holder may exchange ADSs for Class D Shares, the Reporting Persons may be deemed to beneficially own 28,009,177 Class D Shares.

- -5-


CUSIP No.		P3055Q103 (Class D Shares) 204429101 (ADSs)

NAMES OF REPORTING PERSONS:

GTE Venholdings B.V.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

98-0347727

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Netherlands

SOLE VOTING POWER:

NUMBER OF

Class D Shares: 28,009,177*
ADSs: 4,001,311

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

Class D Shares: None
ADSs: None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

Class D Shares: 28,009,177*
ADSs: 4,001,311

WITH

SHARED DISPOSITIVE POWER:

Class D Shares: None
ADSs: None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class D Shares 28,009,177*
ADSs: 4,001,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.5% (the 4,001,311 ADSs represent 28,009,177 Class D Shares, which represent approximately 6.5% of the total Class D Shares outstanding).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


*		The 4,001,311 ADSs represent 28,009,177 Class D Shares. Because the holder may exchange ADSs for Class D Shares, the Reporting Persons may be deemed to beneficially own 28,009,177 Class D Shares.

- -6-

TABLE OF CONTENTS


	Item 4. Purpose of Transaction
	Item 7. Material to Be Filed as Exhibits
Exhibit Index
SIGNATURE
Exhibit Index
EX-99.1: AMENDMENT NO 3 TO STOCK PURCHASE AGREEMENT

Amendment No. 13 to Schedule 13D

This is the thirteenth amendment (“Amendment No. 13”) to the Statement on Schedule 13D originally filed by GTE Corporation and GTE Venezuela Incorporated on December 9, 1996 and amended on December 18, 1996, December 23, 1998, July 13, 2000, October 10, 2001, October 16, 2001, October 22, 2001, November 5, 2001, December 6, 2001, March 6, 2002, April 3, 2006, July 5, 2006 and October 2, 2006, relating to the Class D Common Shares, nominal value Bs. 36.90182224915 per share (the “Class D Shares”), and American Depository Shares, each representing seven Class D Shares (the “ADSs”) of Compania Anonima Nacional Telefonos de Venezuela (the “Issuer”). Capitalized terms used herein but not defined have the meanings ascribed to them in the initial Statement on Schedule 13D, as amended through the date hereof (the “Schedule 13D”). The Schedule 13D is hereby amended as follows:

Item 4. Purpose of Transaction

The information in Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof:

On December 29,2006, Buyer and Sellers entered into Amendment No. 3 to the Stock Purchase Agreement (“Amendment No. 3”). Amendment No. 3 extends to February 28, 2007 the date by which, if the Sale has not been consummated, Buyer or Sellers may thereafter unilaterally terminate the Stock Purchase Agreement (unless the failure of the Sale to be consummated is attributable to a material breach by the party so seeking to terminate the Stock Purchase Agreement). In addition, Amendment No. 3 contains Buyer’s irrevocable waiver of the provisions of Section 7.3(f)(ii) of the Stock Purchase Agreement with respect to the dividend proposed by the Issuer’s Board of Directors and approved by the Issuer’s shareholders on November 27, 2006. A copy of Amendment No. 3 is attached hereto as Exhibit 1.

Item 7. Material to Be Filed as Exhibits

Exhibit Index


Exhibit No.		Description
1		Amendment No. 3 to Stock Purchase Agreement, dated as of December 29, 2006, by and among GTE Venezuela S.a r.l., Verizon International Holdings, Inc. and Oarsman Investments B.V.

-7-

SIGNATURE

After reasonable 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: January 3, 2006


		VERIZON COMMUNICATIONS INC.
		/s/ John W. Diercksen
		By: John W. Diercksen

		GTE CORPORATION
		/s/ Marianne Drost
		By: Marianne Drost

		VERIZON INTERNATIONAL HOLDINGS INC.
		/s/ Chistopher M. Bennett
		By: Chistopher M. Bennett

		GTE VENEZUELA S.A R.L.
		By: VERIZON INTERNATIONAL HOLDINGS INC., MANAGER
		/s/ Chistopher M. Bennett
		By: Chistopher M. Bennett

		GTE VENHOLDINGS B.V.
		By: VERIZON INTERNATIONAL HOLDINGS INC.,
		MANAGING DIRECTOR
		/s/ Chistopher M. Bennett
		By: Chistopher M. Bennett

-8-

Exhibit Index


Exhibit No.		Description
1		Amendment No. 3 to Stock Purchase Agreement, dated as of December 29, 2006, by and among GTE Venezuela S.a r.l., Verizon International Holdings, Inc. and Oarsman Investments B.V.

-9-

EX-99.1 2 y28595exv99w1.htm EX-99.1: AMENDMENT NO 3 TO STOCK PURCHASE AGREEMENT EX-99.1

EXHIBIT NO. 1

AMENDMENT NO. 3 TO
STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 3 (“Amendment No. 3”), dated as of December 29, 2006, is made by the parties hereto to that certain Stock Purchase Agreement, dated as of April 2, 2006, as amended (the “SPA”), by and among GTE Venezuela S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (“Lux Seller”), Verizon International Holdings Inc., a Delaware corporation (“Del Seller” and, together with Lux Seller, the “Sellers”), and Oarsman Investments B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (the “Buyer”).

RECITALS

A. The SPA may be terminated at any time prior to the Closing by either the Sellers or the Buyer if the Closing shall not have occurred by December 29, 2006.

B. As of the date hereof, the Closing has not occurred.

D. The Sellers and the Buyer wish to extend the date after which the SPA may be terminated and to provide for certain other agreements as specified herein.

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto (the “Parties”) agree as follows:

AGREEMENT

1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the SPA.

2. The Parties agree that Section 9.19(a) of the SPA shall be amended to read as follows:

(a) This Agreement may be terminated at any time prior to the Closing by either the Sellers or the Buyer if the Closing shall not have occurred by February 28, 2007; provided that neither the Sellers nor the Buyer may terminate this Agreement pursuant to this sentence if the failure of Closing to occur by such date is attributable to a breach by the Sellers or the Sellers’ Parent, on the one hand, or the Buyer or the Buyer Parents, on the other hand, respectively, of any of their material obligations hereunder. Notwithstanding the foregoing, the Buyer shall have the right to terminate this Agreement before February 28, 2007 if there is a failure of any of the conditions to the Buyer’s obligation to close set forth in paragraphs (c), (d), (e), (f), (h) or the first sentence of (i) of Section 7.3, provided that such failure is incapable of being cured before February 28, 2007. The party seeking to terminate this Agreement pursuant to this Section 9.19(a) shall (i) first discuss with the other party the reasons that Closing has not occurred and whether an extension should be agreed, and (ii) if an extension is not agreed, give prompt written notice of such termination to the other party.

3. The Buyer hereby irrevocably waives the application of the provisions of Section 7.3(f)(ii) of the SPA to the proposal made by the Company’s Board of Directors, and the shareholder approval granted on November 27, 2006, of a dividend in the amount of 307.14 Bolivars per share of capital stock of the Company (the “November 2006 Dividend”), and the payment of such November 2006 Dividend when made, and agrees with the Sellers that such proposal, shareholder approval and payment shall not constitute or give rise to a failure of the condition to the obligation of the Buyer set forth in such Section 7.3(f)(ii) of the SPA. Notwithstanding the waiver set forth in the immediately proceeding sentence, nothing in this Amendment No. 3 shall be deemed to constitute (i) a waiver by the Buyer with respect to any other proposal made by the Company’s Board of Directors, or shareholder approval granted, in respect of any dividend or other distribution other than the November 2006 Dividend, or the payment of any dividend or other distribution other than the November 2006 Dividend or (ii) a waiver or modification of any other provision of the SPA.

4. Except as expressly provided in this Amendment No. 3, all of the terms and conditions of the SPA remain unchanged and in full force and effect.

-2-

5. This Amendment No. 3 and all disputes or controversies arising out of or relating to this Amendment No. 3 or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York. Any dispute or controversy arising out of this Amendment No. 3 shall be resolved in accordance with the applicable provisions of Article 9 of the SPA.

6. This Amendment No. 3 may be executed in any number of counterparts and by each Party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.

[The remainder of this page is intentionally left blank.]

-3-

IN WITNESS WHEREOF, the Sellers and the Buyer have caused this Amendment No. 3 to be executed as of the date first written above by their respective officers thereunto duly authorized.


		GTE VENEZUELA S.Á.R.L.

		By:		Verizon International Holdings Inc.,
				Its Manager

		By:		/s/ Christopher M. Bennett

				Name: Christopher M. Bennett
				Title: Vice President – General Counsel

		VERIZON INTERNATIONAL HOLDINGS INC.

		By:		/s/ Christopher M. Bennett

				Name: Christopher M. Bennett
				Title: Vice President – General Counsel

		OARSMAN INVESTMENTS B.V.

		By:		/s/ Sergio Rodriguez Molleda

				Name: Sergio Rodriguez Molleda
				Title: Attorney-in-Fact

		By:		/s/ Alejandro Cantú Jiménez

				Name: Alejandro Cantú Jiménez
				Title: Attorney-in-Fact

-4-

The undersigned join as parties to the foregoing Amendment No. 3 for the limited purposes provided in Section 9.20 of SPA.


VERIZON COMMUNICATIONS INC.
By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President – Strategy, Development and Planning

TELÉFONOS DE MÉXICO, S.A. DE C.V.
By:	/s/ Sergio Rodriguez Molleda
	Name:	Sergio Rodriguez Molleda
	Title:	General Counsel

AMÉRICA MÓVIL, S.A. DE C.V.
By:	/s/ Alejandro Cantú Jiménez
	Name:	Alejandro Cantú Jiménez
	Title:	Attorney-in-Fact

-5-

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