(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following
box [_].
NOTE:
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section
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).
1 No CUSIP
number exists for the underlying Shares, as the Shares are not traded in the
United States. The CUSIP number 40048P104 is only for the American
Depositary Shares (“ADSs”). ADSs each
represent ten Shares.
1.
Names
of Reporting Persons:
Trust
No. F/709 (Fideicomiso No. F/709)
I.R.S.
Identification Nos. of Above Persons (entities only):
Not
Applicable (Mexican Trust)
2.
Check
the Appropriate Box If a Member of a Group (See
Instructions):
(a) [ ]
(b) [ ]
3.
SEC
Use Only:
4.
Source
of Funds (See Instructions):
OO
(See Item 3)
5.
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6.
Citizenship
or Place of Organization
Mexico
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
7.
Sole
Voting Power
225,606,456 Shares1
8.
Shared
Voting Power
0
Shares
9.
Sole
Dispositive Power
225,606,456 Shares1
10.
Shared
Dispositive Power
0
Shares
11.
Aggregate
Amount Beneficially Owned by Each Reporting Person
225,606,456 Shares1
12.
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
13.
Percent
of Class Represented by Amount in Row (11):
2 According to the Issuer’s annual report
on Form 20-F filed with the U.S. Securities and Exchange Commission (the
“SEC”) on July 15, 2009, there were
265,419,360 Shares outstanding.
2
Item
1.
Security
and Issuer
This
statement on Schedule 13D (as amended from time to time, this “Statement”) relates
to the ordinary shares of common stock, no par value per share (the “Shares”), of Grupo
Casa Saba, S.A.B. de C.V. (the “Issuer”).
The
Shares trade in the United Mexican States (“Mexico”). In the
United States, the Shares trade in the form of american depositary shares
(“ADSs”), each
of which represents ten Shares.
The
Issuer is a corporation (sociedad anónima bursátil de capital
variable) organized under the laws of Mexico. Its principal executive
offices are located at Paseo de la Reforma No. 215, Colonia Lomas de
Chapultepec, 11000, Mexico, D.F., Mexico.
Item
2.
Identity
and Background
(a) – (c)
and (f):
This
Statement is filed pursuant to Rule 13d-1(a) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), by
Fideicomiso No. F/709, a trust established under the laws of Mexico on May 6,2008 pursuant to a trust agreement entered into by Isaac Saba Raffoul, as
settlor and beneficiary “A”, Alberto Isaac Saba Ades and Manuel Saba Ades, each
as beneficiary “B”, Beki Ades Tawil, as beneficiary “C”, and Ixe Banco, S.A.,
Institución de Banca Múltiple, Ixe Grupo Financiero, División Fiduciaria, as
trustee (the “Investor
Trust” or the “Reporting
Person”).
In
addition to other assets, the 225,606,456 Shares directly owned by Isaac Saba
Raffoul were deposited into the Investor Trust for his sole
benefit. Upon the death of Isaac Saba Raffoul on July 27, 2008,
Alberto Isaac Saba Ades and Manuel Saba Ades, sons of Isaac Saba Raffoul, became
the sole beneficiaries (the “Beneficiaries”), on
an equal basis, of the 225,606,456 Shares held by the Investor
Trust.
The
principal purpose of the Investor Trust is to serve as the vehicle for the
investments of the beneficiaries party thereto, including the
Beneficiaries. The Investor Trust acts solely upon the instructions
of its technical committee (the “Technical
Committee”). The Technical Committee has four members: Alberto
Isaac Saba Ades, Manuel Saba Ades, Jesús Enrique Guerra de Luna and Francisco
Fuentes Ostos. The principal business address of the Investor Trust
is Avenida Paseo de la Reforma número 505, piso 48, Colonia Cuauhtémoc,
Delegación Cuauhtémoc, 06500, México, Distrito Federal, México.
(d) and
(e):
During
the last five years, none of the Reporting Person or the members of the
Technical Committee have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
3
Item
3.
Source
and Amount of Funds or Other
Consideration
The
Technical Committee of the Investor Trust became effective and the Beneficiaries
became the sole beneficiaries, on an equal basis, of the 225,606,456 Shares held
by the Investor Trust which are the subject of this Statement upon the death of
Isaac Saba Raffoul, the Beneficiaries’ father, on July 27, 2008. See Item
4.
Item
4.
Purpose
of Transaction
Upon the
death of Isaac Saba Raffoul, the Technical Committee of the Investor Trust
became effective and acquired control of the Issuer and the Beneficiaries became
the sole beneficiaries, on an equal basis, of the 225,606,456 Shares held by the
Investor Trust.
Prior to
Isaac Saba Raffoul’s death, Manuel Saba Ades was vice chairman of the board of
directors and chief executive officer of the Issuer and Alberto Isaac Saba Ades
was vice chairman of the board of directors of the Issuer.
At the
shareholders’ meeting held on April 30, 2009 (the “Shareholders
Meeting”), the Issuer’s shareholders, including the Reporting Person,
elected Manuel Saba Ades as chairman and Alberto Isaac Saba Ades as vice
chairman of the board of directors of the Issuer. In addition, Moises
Saba Ades was removed as vice chairman of the board of directors, Julio Madrazo
Garcia, Fernando Chico Pardo and Miguel Aleman Magnani were appointed as
independent members of the board of directors and Gabriel Saba D’jamus was
elected as chief executive officer of the Issuer.
Except as
set forth in this Statement, none of the Reporting Person or the members of the
Technical Committee currently has any plan or proposal which relates to or which
would result in any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of Schedule 13D. The Reporting Person and
the members of the Technical Committee expect to constantly monitor and evaluate
the Reporting Person’s investment in the Issuer and may discuss such investment,
the Issuer and the Issuer’s business and strategic alternatives with the board
of directors and management of the Issuer, other investors in the Issuer and
other third parties. As part of that evaluation and monitoring, from
time to time, the Reporting Person and members of the Technical Committee may
consider and discuss acquiring additional Shares, disposing of Shares, delisting
or deregistering the Shares, entering into corporate transactions involving the
Issuer (including, but not limited to, joint ventures and/or other commercial
arrangements with the Issuer), potential strategic business combinations between
the Issuer and third parties, changing the composition of the board of directors
of the Issuer, selling assets of the Issuer, or any similar transactions to
those listed herein or in paragraphs (a) through (j) of Item 4.
4
Item
5.
Interest
in Securities of the Issuer
(a) Rows
(11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by
reference.
(b) Rows
(7) through (10) of the cover pages to this Schedule 13D, which are hereby
incorporated by reference, set forth the number of Shares as to which there is
sole power to vote or direct the vote or to dispose or to direct the
disposition, and the number of Shares as to which there is shared power to vote
or to direct the vote, or shared power to dispose or to direct the
disposition.
(c) None
of the Reporting Person or the members of the Technical Committee have effected
any transactions during the past 60 days in respect of the Shares of the
Issuer.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with respect to Securities
of the Company
The
Beneficiaries are the sole beneficiaries, on an equal basis, of the 225,606,456
Shares held by the Investor Trust. The Investor Trust acts solely upon the
instructions granted by its technical committee (the “Technical
Committee”). The Technical Committee has four members: Alberto
Isaac Saba Ades, Manuel Saba Ades, Jesús Enrique Guerra de Luna and Francisco
Fuentes Ostos.
Except as
herein disclosed, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person or the members
of the Technical Committee and any person with respect to any
Shares.
5
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this Statement is true, complete and
correct and agrees that this statement may be filed jointly with the other
undersigned party.
