UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Compañía Anónima Nacional Teléfonos de Venezuela (CANTV)
(Name of Issuer)
National Telephone Company of Venezuela (CANTV)
(English Translation of Issuer Name)
Class D Common Shares, Nominal Value Bs. 36.90182224915 Per Share
American Depositary Shares Each Representing Seven (7) Class D Shares
(Title of Class of Securities)
P3055Q103 (Class D Shares)
204421101 (ADSs)
Valarie A. Hing Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2008
(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 Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
* 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).
Amendment No. 5 to Schedule 13D
This is the fifth amendment (“Amendment No. 5”) to the Statement on Schedule 13D
originally filed by the Bolivarian Republic of Venezuela (the “Republic”) on February 12, 2007, and
amended on May 8, 2007, May 15, 2007, April 1, 2008, and April 9, 2008, relating to the Class D
Common Shares, nominal value Bs. 36.90182224915 per share (the “Class D Shares”), and
American Depositary Shares, each representing seven Class D Shares (“ADSs”), of Compañía
Anónima Nacional Teléfonos de Venezuela (CANTV) (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:
At
an extraordinary shareholders’ meeting on May 21, 2007, the Issuer’s shareholders approved
an amendment of the Issuer’s By-laws providing that all Class D Shares acquired by the Republic or
entities wholly-owned by the Republic will automatically convert into an equal number of the
Issuer’s Class B Common Shares, nominal value Bs. 36.90182224915 per share (“Class B Shares”), when
acquired. Pursuant to the By-laws, Class B Shares may be held only by the Republic or entities
wholly-owned by the Republic. As a result, all Class D Shares then held by the Republic, as
previously reported on the Schedule 13D and amendments thereto previously filed by the Republic,
were required to be converted to Class B Shares. The conversion was registered on the books of the
Issuer as of June 26, 2008. As a result, the Republic no longer beneficially owns any Class D
Shares or ADSs.
As previously reported by the Republic, however, as a result of the Republic’s acquisition of
ADSs from Renaissance Technologies LLC on April 4, 2008, Venezuelan law requires the Republic to
offer to purchase any and all of the other outstanding ADSs and Class D Shares of the Issuer not
already owned by the Republic on the date the offers commence (i) at a price, payable in U.S.
dollars, of US$11.27 per ADS for ADSs, and (ii) at a price, payable in Bolivars, of the equivalent
of US$1.61 per share, calculated at the official exchange rate in the Republic for the sale of U.S.
dollars by the Venezuelan Central Bank, Banco Central de Venezuela, in effect on the date of the
settlement of the offer in a special session on the Caracas Stock Exchange, for shares that are not
represented by ADSs (being the US$11.27 per ADS price divided by seven to reflect that each ADS
represents seven shares). It is contemplated that holders of the
Issuer’s Class C Shares will be able
to participate in the offer by converting their Class C Shares into Class D Shares in accordance
with the procedure established in the
Issuer’s By-laws. The Republic is continuing to consider an
appropriate structure for the transaction, and will continue to make available updated information
as it becomes available.
The Republic has not yet commenced the offer referred to above. In connection with its
commencement, the Republic will distribute such materials and make such filings with the SEC as may
be required pursuant to applicable securities laws. Security holders are strongly encouraged to
read the information contained in these materials when they become available because they will
contain important information about the transaction. If the materials are required to be filed
with the SEC, security holders will be able to obtain free copies of these filings on the SEC’s
website at http://www.sec.gov.
Item 5. Interest in Securities of the Issuer
The information in Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
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(a) |
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The Republic does not beneficially own any Class D Shares or ADSs. |
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