THE TOTAL NUMBER OF PAGES CONTAINED IN THIS DOCUMENT IS 6.
FORM 6-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of the Securities
Exchange Act of 1934
For the month of January 2002
NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
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(Translation of Registrant's Name into English)
EDIFICIO CANTV
AVENIDA LIBERTADOR
CARACAS, VENEZUELA
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(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F___
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Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Act of 1934
Yes ___ No X
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If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82 - _______________
This report consists of a press release issued by Compania Anonima
Nacional Telefonos de Venezuela ("CANTV") on December 14, 2001 announcing the
results of its extraordinary shareholder meeting held on December 13, 200l.
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[LOGO OF CANTV]
FOR IMMEDIATE RELEASE
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Contacts:
Armando Yanes
CANTV
01l-58-212-500-4739
Paul Caminiti/Hugh Burns/Jonathan Gasthalter
Citigate Sard Verbinnen
(212) 687-8080
CANTV SHAREHOLDERS APPROVE EMPLOYEE TRUSTS'
PURCHASE OF CLASS C SHARES
Board Approves Annual Dividend Guidelines of 50% of Free Cash Flow
Available to Equity Shareholders
Caracas, Venezuela and New York, New York - December 14, 2001- Compania
Anonima Nacional Telefonos de Venezuela (CANTV) (Caracas: TDV; NYSE: VNT) today
announced the results of its extraordinary shareholder meeting held on December
13, 200l. At the meeting, shareholders approved management's proposal, announced
on October 15, 2001, to allow two trusts to purchase shares from Class C
shareholders (comprised principally of employees, retirees and ex-employees) at
the same price per share and subject to the same proration factor applicable to
the shareholders and ADS holders who tendered into the Company's recently
completed tender offer. In the tender offer, which was completed on November
23, 2001, the Company repurchased the equivalent of 19,843,658 American
Depositary Shares (ADSs) of CANTV, or approximately 21.5% of the shares and ADSs
tendered, for U.S. $30.00 per ADS, representing an aggregate repurchase of 15%
of CANTV's then outstanding shares.
The employee trusts will purchase shares from Class C shareholders from
December 17, 2001 until January 18, 2002. One of these trusts, the "Value Fund,"
will be used to fund an employee stock purchase plan, and the other, the
"Benefit Fund," will be used to reward outstanding performance in the form of
bonuses and variable compensation.
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Gustavo Roosen, President and Chief Executive Officer of CANTV, said, "We
believe that these funds will help to further link the interests of employees
with those of the Company and its shareholders as we continue to enhance
shareholder value, while at the same time providing increased value to the Class
C shareholders, who currently own approximately 10.5% of the Company's equity."
The Company also announced that the Board of Directors has approved new
dividend guidelines, which call for 50% of free cash flow available to equity
shareholders from the prior year to be paid to shareholders in the subsequent
year in quarterly installments. Free cash flow available to equity shareholders
is defined as cash from operations after capital expenditures from the audited
financial statements for the previous year of the Company net of anticipated
debt amortization payments and interest expense for the year in which the
dividend is to be paid. The total annual dividend payment, which is subject to
Board review annually, would be declared and paid in Bolivares (ADS holders
would receive payment in U.S. dollars at the exchange rate on the payment date)
and would be recommended by the Board of Directors each year and submitted for
approval at the annual shareholders' meeting as required by Venezuelan law.
Because CANTV's shareholders have previously approved an extraordinary dividend
in the amount of 236 Bolivares per share to be paid on March l8, 2002, ordinary
dividends to be proposed for 2002 will reflect only the incremental amount
required to be paid in order to satisfy CANTV's new dividend guidelines. The
Company expects this incremental amount to be approximately U.S. $40 million.
Armando Yanes, Chief Financial Officer of CANTV, said, "While CANTV has
returned in excess of U.S. $1.8 billion to shareholders in the form of ordinary
and extraordinary dividends and share repurchases since going public in November
1996, investors have indicated that they desire an ordinary dividend established
by clear and more predictable guidelines. We believe that our new guidelines
accomplish this objective and are consistent with CANTV's longstanding
commitment to create shareholder value, while maintaining our strong balance
sheet."
CANTV intends to release fourth quarter 2001 and preliminary full-year
results on February 8, 2002 along with earnings guidance for the full-year 2002.
IMPORTANT INFORMATION
This press release contains statements about expected future events and
financial results that are forward-looking and subject to risks and
uncertainties. Actual results could differ materially from those predicted in
such forward-looking statements. Factors which may cause actual results
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to differ materially from those discussed herein include economic considerations
that could affect demand for telecommunications services and the ability of the
Company to make collections, inflation, regulatory factors, exchange controls
and occurrences in currency markets, competition, labor relations, and the risk
factors set forth in the Company's various filings with the Securities and
Exchange Commission, including its most recently filed Annual Report on Form
20-F. The Company undertakes no obligation to revise these forward-looking
statements to reflect events or circumstances after the date hereof, and claims
the protection of the safe harbor forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
About CANTV
CANTV is a full service telecommunications provider in Venezuela with 2.6
million access lines in service, 2.1 million cellular subscribers and 330,000
Internet users as of September 30, 200l. The Company's principal strategic
shareholder is VenWorld Telecom, C.A., a consortium comprised primarily of
affiliates of Verizon Communications Inc. and Telefonica S.A., which holds
32.95% of the outstanding capital stock of CANTV.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPANIA ANONIMA NACIONAL
TELEFONOS DE VENEZUELA, (CANTV)
By: /s/ ARMANDO YANES
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Armando Yanes
Chief Financial Officer
Date: January 23, 2002
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