SC 13D/A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

0000950123-07-001665.txt : 20070209 0000950123-07-001665.hdr.sgml : 20070209 20070209101249 ACCESSION NUMBER: 0000950123-07-001665 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070209 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: 07595827 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 y30237sc13dza.htm AMENDMENT NO. 14 TO SCHEDULE 13D SC 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. 14 )*

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

February 8, 2007

(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).

TABLE OF CONTENTS


	Item 4. Purpose of Transaction
	Item 7. Material to Be Filed as Exhibits
Exhibit Index
SIGNATURE
EX-99.1: TERMINATION AGREEEMENT


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):

None

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):

Not applicable

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):

None

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):

Not applicable

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):

None

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):

Not applicable

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):

None

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):

Not applicable

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):

None

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 Share: 28,009,177*
ADSs: 4,001,311

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

Not applicable

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-

Amendment No. 14 to Schedule 13D

This is the fourteenth amendment (“Amendment No. 14”) 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, October 2, 2006 and January 3, 2007, 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 agreed to extend the term of the Stock Purchase Agreement until February 28, 2007, providing additional time in which to obtain certain regulatory approvals in Venezuela. Such approvals have not been granted.

On February 8, 2007, Buyer and Sellers entered into an agreement (the “Termination Agreement”) pursuant to which they mutually agreed to terminate the Stock Purchase Agreement with immediate effect. The Termination Agreement includes mutual releases for any losses suffered by any of the parties which arise out of or result from the Stock Purchase Agreement or its termination. A copy of the Termination Agreement is attached hereto as Exhibit 1.

The filing persons will consider various alternatives with respect to the Class D Shares and ADSs owned by them.

Item 7. Material to Be Filed as Exhibits

Exhibit Index

-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: February 8, 2007
	VERIZON COMMUNICATIONS INC.

	/s/ John W. Diercksen

	By:	John W. Diercksen

	GTE CORPORATION

	/s/ Marianne Drost

	By:	Marianne Drost

	VERIZON INTERNATIONAL HOLDINGS INC.

	/s/ Christopher M. Bennett

	By:	Christopher M. Bennett

	GTE VENEZUELA S.A R.L.
	By:	VERIZON INTERNATIONAL HOLDINGS INC., MANAGER

	/s/ Christopher M. Bennett

	By:	Christopher M. Bennett

	GTE VENHOLDINGS B.V.
	By:	VERIZON INTERNATIONAL HOLDINGS INC., MANAGING DIRECTOR

	/s/ Christopher M. Bennett

	By:	Christopher M. Bennett

-8-

Exhibit Index


Exhibit No.		Description

1		Termination Agreement, dated as of February 8, 2007, by and among GTE Venezuela S.a r.l., Verizon International Holdings, Inc. and Oarsman Investments B.V.

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EX-99.1 2 y30237exv99w1.htm EX-99.1: TERMINATION AGREEEMENT EX-99.1

Exhibit 1

Execution Copy

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (“Termination Agreement”), dated as of February 8, 2007, 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 Closing has not occurred.

	B.		The Sellers and the Buyer wish to terminate the SPA effective immediately except as otherwise provided 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. Except as provided in Section 4 below, the Parties agree that the SPA is terminated effective immediately.

3. Each of the Parties hereby releases each other Party and its Affiliates and the respective Representatives, successors and assigns of each of the foregoing from and against any and all Losses incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from the execution, delivery, performance or termination of the SPA, including, without limitation, any Losses arising from:

	(a)		any breach of any representation or warranty made by any Party contained in the SPA;

	(b)		any breach of any covenant or agreement by any Party contained in the SPA; and

	(c)		any and all claims, actions, causes of action, or Losses, of any kind and nature, character and description, whether in law or equity, whether sounding in tort, contract or otherwise, whether known or unknown, whether anticipated or unanticipated, and whether past, present or future, in any way arising under the SPA.

4. Notwithstanding anything herein to the contrary, the provisions of Section 5.1 of the SPA relating to confidentiality, Section 5.2 of the SPA relating to public announcements, Section 9.1 of the SPA relating to fees and expenses, Section 9.4 of the SPA relating to notices, Section 9.7 of the SPA relating to third-party beneficiaries, Section 9.8 of the SPA relating to governing law, Section 9.9 of the SPA relating to jurisdiction and service of process, Section 9.10 of the SPA relating to specific performance, Section 9.11 of the SPA relating to waiver of immunity and Section 9.13 of the SPA relating to personal liability shall survive the termination of the SPA pursuant to this Termination Agreement.

5. This Termination Agreement and all disputes or controversies arising out of or relating to this Termination Agreement 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 Termination Agreement shall be resolved in accordance with

-2-

the applicable provisions of Article 9 of the SPA as if they were incorporated herein by reference.

6. This Termination Agreement 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 Termination Agreement 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, and acknowledge the terms and provisions of, the foregoing Termination Agreement.


		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: Attorney-in-Fact

		AMÉRICA MÓVIL, S.A. DE C.V.

		By:		s/ Alejandro Cantú Jiménez

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

-5-

Exhibit No.

Description

Termination Agreement, dated as of February 8, 2007, by and among GTE Venezuela S.a r.l., Verizon International Holdings, Inc. and Oarsman Investments B.V.