Filed On 7/19/05 4:08pm ET · SEC File 5-58821 · Accession Number 1047469-5-19625
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
7/19/05 Citigroup Inc SC 13D 5:52 Corporacion Durango S/A/De C/V Merrill Corp/New/- FA
General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 16 82K
2: EX-99.1 Miscellaneous Exhibit 7 39K
3: EX-99.2 Miscellaneous Exhibit 1 8K
4: EX-99.3 Miscellaneous Exhibit 14 83K
5: EX-99.9 Miscellaneous Exhibit 14 81K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )*
Corporacion Durango, S.A. de C.V.
--------------------------------------------------------------------------------
(Name of Company)
Series A Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
P7448M-11-7
--------------------------------------------------------------------------------
(CUSIP Number)
Ali L. Karshan
Citigroup Inc.
425 Park Avenue
New York, New York 10043
(212) 559-1000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 6, 2001
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13(d)-1(f) or 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.
----------
* 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 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).
SCHEDULE 13D
CUSIP No. P7448M-11-7
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Banco Nacional de Mexico, S.A.*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico City, Mexico
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
See Item 5
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
See Item 5
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BK
--------------------------------------------------------------------------------
* This filing does not reflect any securities beneficially owned by the
Citigroup Asset Management business unit ("CAM").
SCHEDULE 13D
CUSIP No. P7448M-11-7
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grupo Financiero Banamex, S.A. de C.V.*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico City, Mexico
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
See Item 5
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
See Item 5
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
* This filing does not reflect any securities beneficially owned by CAM.
SCHEDULE 13D
CUSIP No. P7488M-11-7
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp (Mexico) Holdings LLC*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
See Item 5
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
See Item 5
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
* This filing does not reflect any securities beneficially owned by CAM.
SCHEDULE 13D
CUSIP No. P7488M-11-7
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
See Item 5
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
See Item 5
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
* This filing does not reflect any securities beneficially owned by CAM.
SCHEDULE 13D
CUSIP No. P7448M-11-7
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citigroup Holdings Company*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
See Item 5
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
See Item 5
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
* This filing does not reflect any securities beneficially owned by CAM.
SCHEDULE 13D
CUSIP No. P7448M-11-7
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citigroup Inc.*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) /X/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
See Item 5
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
See Item 5
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
* This filing does not reflect any securities beneficially owned by CAM.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Series A Common Stock (the "Series
A Shares") of Corporacion Durango, S.A. de C.V., a Mexican corporation
("Durango" or the "Company"). The address of the principal executive offices
of Durango is Torre Corporative Durango, Potasio 150, Cuidad Industrial,
Durango, Durango, Mexico.
ITEM 2. IDENTITY AND BACKGROUND.
In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998), this filing reflects securities beneficially owned by
Citigroup Inc. ("Citigroup"), a holding company for a global financial
services group, on behalf of itself and its subsidiaries, excluding CAM. CAM,
its executive officers and directors and its direct and indirect subsidiaries
may beneficially own securities of Durango, and such securities are not
reported in this filing. Citigroup disclaims beneficial ownership of
securities beneficially owned by CAM, and CAM disclaims beneficial ownership
of the securities reported herein.
(a) This Schedule 13D is being filed by (i) Banco Nacional de Mexico, S.A., a
bank chartered in Mexico City, Mexico (the "Bank"), (ii) Grupo Financerio
Banamex, S.A. de C.V., a corporation organized in Mexico City, Mexico
("GFB"), by virtue of its ownership of all of the outstanding common stock of
the Bank, (iii) Citicorp (Mexico) Holdings LLC, a limited liability company
organized in Delaware ("Citicorp Mexico"), by virtue of its ownership of all
of the outstanding common stock of GFB, (iv) Citicorp, a corporation
organized in Delaware ("Citicorp"), by virtue of its ownership of all of the
membership interests of Citicorp Mexico, (v) Citigroup Holdings Company, a
corporation organized in Delaware ("Citigroup Holdings"), by virtue of its
ownership of all of the outstanding common stock of Citicorp and (vi)
Citigroup, a corporation organized in Delaware by virtue of its ownership of
all of the outstanding common stock of Citigroup Holdings (collectively, the
"Reporting Persons").
Attached as Exhibit 99.1 is information concerning each executive officer and
director of each of the Bank and Citigroup. Exhibit 99.1 is herein incorporated
by reference.
(b) The address of the principal office of the Bank is Act. Roberto Medellin
#800, Col. Santa Fe C.P.01210, Mexico City, Mexico. The address of the principal
office of GFB is Paseo De La Reforma 398, Mexico City, Mexico 6600. The address
of the principal office of each of Citicorp Mexico, Citicorp and Citigroup is
399 Park Avenue, New York, New York 10043. The address of the principal office
of Citigroup Holdings is One Rodney Square, Wilmington, Delaware 19801.
(c) The Bank is a commercial banking institution. GFB is a holding company
principally engaged, through its subsidiaries, in the general financial
services business. Citicorp Mexico is a holding company principally engaged,
through its subsidiaries, in the general financial services business.
Citicorp is a bank holding company principally engaged, through its
subsidiaries, in the general financial services business. Citigroup Holdings
is a holding company principally engaged, through its subsidiaries, in the
general financial services business. Citigroup is a diversified holding
company providing, through its subsidiaries, a broad range of financial
services to consumer and corporate customers worldwide.
(d-e) On November 19, 2001, the SEC instituted public cease-and-desist
proceedings against The State Bank of India ("SBI") and Citibank, N.A
("Citibank"), a subsidiary of Citigroup, related to an unregistered offering
of securities in the United States by SBI and Citibank. Citibank was found to
have violated Sections 5(a) and (c) of the Securities Act of 1933
("Securities Act"), by offering and selling securities and was ordered to
cease and desist, pursuant to Section 8A of the Securities Act, from
committing or causing any violation and any future violation of Sections 5(a)
and (c) of the Securities Act.
On December 3, 2002, Salomon Smith Barney Inc. ("Salomon Smith Barney"), now
named Citigroup Global Markets Inc. ("CGMI"), a subsidiary of Citigroup, was
one of eight respondents to settle SEC, NYSE, and NASD charges of violations
of the record-keeping requirements of Section 17(a) of the Securities
Exchange Act of 1934 ("Exchange Act") and Rule 17a-4 thereunder during the
period from 1999 to at least 2001. The SEC order found that, during all or
part of the relevant period, each Respondent failed to preserve for three
years, and/or to preserve in an accessible place for two years, electronic
mail communications (including inter-office memoranda and communications)
received and sent by its agents and employees that related to its business as
a member of an exchange, broker or dealer. The SEC order also found that
each of the respondents lacked adequate systems or procedures for the
preservation of electronic mail communications. The SEC order required the
respondents to cease and desist from committing or causing any violations and
any future violations of Section 17(a) of the Exchange Act and Rule 17a-4
promulgated thereunder. Respondents were censured pursuant to Section
15(b)(4) of the Exchange Act. Each respondent was also required to pay the
amount of $1,650,000, divided equally between the SEC, NASD, and NYSE.
On April 28, 2003, Salomon Smith Barney announced final agreements with the
SEC, the NASD, the NYSE and the New York Attorney General (as lead state
among the 50 states, the District of Columbia and Puerto Rico) to resolve on
a civil basis all their outstanding investigations into its research and
initial public offering allocation and distribution practices. Salomon Smith
Barney paid $300 million for retrospective relief, plus $25 million for
investor education, and committed to spend $75 million to provide independent
third-party research to its clients at no charge. Salomon Smith Barney
adopted new policies and procedures to further ensure the independence of its
research and addressed other issues identified in the course of the
investigation. Salomon Smith Barney reached these final settlement
agreements without admitting or denying any wrongdoing or liability. The
settlements did not establish wrongdoing or liability for purposes of any
other proceeding.
On July 28, 2003, Citigroup settled enforcement proceedings related to the
manipulation of Enron's and Dynegy's financial statements. The Commission
found that Citigroup knew or should have known that the acts or omissions
described in the Order would contribute to Enron's and Dynegy's violations of
Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently,
Citigroup was found to be a cause of Enron's and Dynegy's violations within
the meaning of Exchange Act Section 21C. Citigroup consented to an order to
cease and desist from committing or causing any violation of the antifraud
provisions of the federal securities laws, and agreed to pay $120 million as
disgorgement, interest and penalty.
On March 23, 2005, the SEC entered an administrative and cease-and-desist
order against CGMI. The SEC order found that CGMI willfully violated Section
17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange
Act. Specifically, the order found that there were two distinct disclosure
failures by CGMI in the offer and sale of mutual fund shares to its
customers. Based on these findings, the Order censured CGMI, required that
CGMI cease and desist from committing or causing violations and future
violations of Section 17(a) of the Securities Act and Exchange Act Rule
10b-10, and required that CGMI pay a $20 million civil money penalty.
In a related proceeding on March 22, 2005, the NASD accepted a Letter of
Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") that had been
submitted by CGMI. Without admitting or denying the findings, CGMI accepted
and consented, prior to a hearing and without an adjudication of any issue of
law or fact, to the entry of findings by NASD. Based on its findings and
with CGMI's consent, the NASD censured CGMI and fined it $6.25 million. In
the AWC, CGMI also agreed to complete certain undertakings, including
retaining an Independent Consultant, among other things, to conduct a
comprehensive review of the completeness of its disclosures regarding the
differences in mutual fund share classes and the policies and procedures
relating to CGMI's recommendations to its customers of different class shares
of mutual funds.
On May 31, 2005, the SEC entered an administrative cease-and-desist order
finding that Smith Barney Fund Management LLC ("SBFM"), a subsidiary of
Citigroup, and CGMI willfully violated Sections 206(1) and 206(2) of the
Investment Advisers Act of 1940 ("Advisers Act") in connection with securing
approval by the Boards of the Smith Barney family of mutual funds (the
"Funds") of the appointment of a new, affiliated transfer agent.
Specifically, the SEC Order found that SBFM and CGMI failed to disclose to
the Boards a revenue guarantee associated with the new agreement or an offer
made by the then-existing transfer agent to continue to perform its work at a
discount. The SEC Order further found that SBFM and CGMI made other
omissions and misrepresentations to the Boards in connection with the
creation, operation, and compensation of the new arrangement. Based on these
findings, the Order censured SBFM and CGMI, required that CGMI and SBFM cease
and desist from committing or causing violations of Sections 206(1)& 206(2)
of the Advisers Act, required that SBFM and CGMI disgorge, on a joint and
several basis, $109 million plus prejudgment interest of $19.1 million, and
required that SBFM pay an $80 million civil money penalty.
Other than as described above, during the last five years, none of the
Reporting Persons or, to the best of the knowledge of the Reporting Persons,
any of the persons listed on Exhibit 99.1 attached hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
The information contained in Item 4 of this Schedule 13D is incorporated herein
by reference.
ITEM 4. PURPOSE OF TRANSACTION
On August 6, 2001, Citicorp, an indirect wholly owned subsidiary of
Citigroup, completed its acquisition of 99.86% of the issued and outstanding
ordinary shares of Grupo Financiero Banamex Accival, S.A. de C.V. (the
"Acquisition"). On September 10, 2001, Grupo Financiero Banamex Accival, S.A.
de C.V. completed the legal process to change its name to Grupo Financiero
Banamex, S.A. de C.V. ("GFB"). On September 24, 2001, Citicorp became the
holder of 100% of the issued and outstanding shares of GFB following a share
redemption by GFB. The Bank is a subsidiary of GFB, and, as a result of the
Acquisition, Citigroup indirectly assumed control of 19,325,435 Series A
Shares pledged to the Bank by Durango and Administradora Corporative y
Mercantil, S.A. de C.V. ("ACM") at the time of the Acquisition. ACM is wholly
owned by Messrs. Miguel Rincon, Jose Antonio Rincon, Jesus Rincon, Wilfrido
Rincon, Ignacio Rincon and Martin Rincon (the "Rincon Family"). The Rincon
Family are controlling shareholders of Durango.
Under the loan agreement (the "Original Loan Agreement") dated March 30,
2000, a copy of which is attached as Exhibit 99.4, the Bank provided a
secured term loan facility of $110,000,000 (the "Facility") to ACM. In
connection with the Original Loan Agreement, (1) the Bank, (2) Durango,
(3) ACM and (4) Acciones y Valores Banamex, S.A.de C.V., Casade Bolsa,
Integrante del Grupo Financiero Banamex, a wholly owned subsidiary of
Citigroup (the "Administrator") entered into a securities pledge agreement
(the "ACM Pledge Agreement") dated March 15, 2000, a copy of which is attached
as Exhibit 99.5. Under the ACM Pledge Agreement, ACM pledged 15,068,000
Series A Shares owned by ACM and Durango pledged 4,257,435 Series A Shares
owned by Durango to the Bank as security for the obligations of ACM under the
Original Loan Agreement. The Administrator held the custody and administration
of the Series A Shares pledged by ACM and Durango to the Bank. As ACM was in
default under the Original Loan Agreement, the Bank had the right to accelerate
the full amount of the outstanding principal under the Original Loan Agreement
and to seek to enforce its pledge over the Series A Shares held by ACM and
Durango under the ACM Pledge Agreement.
Durango's plan of reorganization (the "Plan of Reorganization") was filed on
January 11, 2005 in the Company's commercial reorganization proceeding under
Mexico's Business Reorganization Act before the District Court for Civil
Matters for the District of Durango. Upon consummation of the Plan of
Reorganization on February 23, 2005, ACM and the Bank restructured the
Original Loan Agreement (the "Restructured Loan Agreement"), a copy of which
is attached as Exhibit 99.6. Pursuant to the Restructured Loan Agreement, ACM
is no longer in default, and the Bank no longer has the immediate right to
accelerate the principal amount under the Original Loan Agreement nor the
right seek to enforce its pledge over the Series A Shares held by ACM and
Durango under the ACM Pledge Agreement.
In connection with the Restructured Loan Agreement, (1) ACM, (2) Banco Invex,
S.A. de C.V. Institucion de Banca Multiple, Invex Grupo Financiero (the
"Trustee"), (3) the Bank, (4) the Administrator and (5) Interacciones Casa de
Bolsa, S.A. de C.V. Interacciones Financial Group (the "Liquidator") entered
into a securities pledge agreement (the "Securities Pledge Agreement") dated
February 24, 2005, a copy of which is filed as Exhibit 99.7, in which ACM
granted a pledge of 15,068,000 Series A Shares (the "ACM Shares"), or 16.4%
of the outstanding Series A Shares, to the Bank as security for the
obligations of ACM under the Restructured Loan Agreement. Additionally, the
Rincon Family and the Trustee entered into a special purpose trust agreement
(the "Trust Agreement") dated February 24, 2005, a copy of which is attached
as Exhibit 99.8, in which the Rincon Family transferred 15,911,511 Series A
Shares (the "Trustee Shares"), or 14.4% of the outstanding Series A Shares,
to the Trustee, and the Trustee granted a pledge of the Trustee Shares to the
Bank as security for the obligations of ACM under the Restructured Loan
Agreement. The Restructured Loan Agreement and the Securities Pledge
Agreement are hereby incorporated by reference.
Under the Securities Pledge Agreement, at any time, the Bank may instruct the
Administrator to sell all or part of the ACM Shares and the Trustee Shares
(the "Pledged Shares") if such sale is made at a price equal to the higher of
the quotation price of the Pledged Shares on the Mexican Stock Exchange and
the equivalent in Pesos of $1.50 per Pledged Share. Additionally, at any
time, ACM or the Trustee may instruct the Administrator to sell all or part
of the Pledged Shares if (i) such sale is made at a price equal to the higher
of the quotation price of the Pledged Shares on the Mexican Stock Exchange
and the equivalent in Pesos of $1.50 per Pledged Share and (ii) the total
product of the respective sale is equal to or higher than the equivalent in
Pesos of $5,000,000. The total product of any sale will be given to the Bank
by the Administrator to be applied towards the payments of the obligations of
ACM under the Restructured Loan Agreement.
Except as described in this Item 4, none of the Reporting Persons nor, to the
best knowledge of each Reporting Person, any of the persons named in Exhibit
99.1 to this Schedule 13D, has formulated any plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f)
any other material change in the Company's business or corporate structure
including but not limited to, if the issuer if a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940; (g) changes in the Company's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition or control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange
or cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The Bank may be deemed to beneficially own, within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, 30,979,511 Series A
Shares, or 33.7% of all Series A Shares outstanding. This amount includes (i)
15,068,000 Series A Shares, or 16.4% of all Series A Shares outstanding, of
which ACM is the record owner but which the Bank may be deemed to beneficially
own as a result of the Securities Pledge Agreement and (ii) 15,911,511 Series A
Shares, or 17.3% of all Series A Shares outstanding, of which the Trustee is the
record owner but which the Bank may be deemed to beneficially own as a result of
the Securities Pledge Agreement.
GFB owns all of the outstanding common stock of the Bank, and, as a result,
indirectly beneficially owns 30,979,511 Series A Shares directly beneficially
owned by the Bank, which represent 33.7% of all Series A Shares outstanding.
Citicorp Mexico owns all of the outstanding common stock of GFB, and, as a
result, indirectly beneficially owns 30,979,511 Series A Shares that are
beneficially owned by GFB, which represent 33.7% of all Series A Shares
outstanding.
Citicorp owns all of the membership interests of Citicorp Mexico, and, as a
result, indirectly beneficially owns 30,979,511 Series A Shares that are
beneficially owned by Citicorp Mexico, which represent 33.7% of all Series A
Shares outstanding.
Citigroup Holdings owns all of the outstanding common stock of Citicorp, and, as
a result, indirectly beneficially owns 30,979,511 Series A Shares that are
beneficially owned by Citicorp, which represent 33.7% of all Series A Shares
outstanding.
Citigroup owns all of the outstanding common stock of Citigroup Holdings
Company, and, as a result, indirectly beneficially owns 30,979,511 Series A
Shares that are beneficially owned by Citigroup Holdings, which represent 33.7%
of all Series A Shares outstanding. Citigroup also indirectly beneficially owns
5,728 Series A Shares that are beneficially owned by certain other subsidiaries
of Citigroup. Each of the Bank, GFB, Citicorp Mexico, Citicorp, Citigroup
Holdings Company and Citigroup disclaims beneficial ownership of the Series A
Shares beneficially owned by other Citigroup subsidiaries.
The table below summarizes the Reporting Persons' beneficial ownership
positions at the time of the Acquistion, ownership positions in connection
with entering into the Securities Pledge Agreement and current ownership
positions. The heading "Citigroup" refers to Series A Shares beneficially
owned by Citigroup Inc.; the heading "Citigroup Subsidiaries" refers to
Series A Shares beneficially owned by each of the Bank, GFB, Citicorp Mexico,
Citicorp and Citigroup Holdings.
· Download Table
DATE CITIGROUP CITIGROUP SUBSIDIARIES
SERIES A SHARES % SERIES A SHARES %
--------------- - --------------- -
August 6, 2001 19,326,325 35.9% 19,325,435 35.9%
February 24, 2005 30,985,239 33.7% 30,979,511 33.7%
July 15, 2005 30,985,239 33.7% 30,979,511 33.7%
The ownership calculations in Item 5 are based upon the holdings of the
Reporting Persons and the number of Series A Shares at such time as indicated
below:
· Enlarge/Download Table
SERIES A
SHARES
DATE OUTSTANDING SOURCE
December 30, 2000 53,832,867 Form 20-F filed by Durango on June 27, 2001
January 31, 2005 91,835,193 Amended Form T-3 filed by Durango on February 2, 2005
(b) By virtue of entering into the Restructured Loan Agreement on February 23,
2005, the Bank may be deemed to have sole dispositive power with respect to the
Pledged Shares. The Bank disclaims beneficial ownership of the Pledged Shares.
Citigroup may be deemed to have shared voting power with third party customers
of certain other subsidiaries of Citigroup with respect to the 5,728 Series A
Shares that may be deemed to be beneficially owned by certain other subsidiaries
of Citigroup for the benefit of third party customers. Citigroup disclaims
beneficial ownership of the Series A Shares that may be deemed to be
beneficially owned by certain other subsidiaries of Citigroup for the benefit of
third party customers.
Each of the Reporting Persons may be deemed to have shared voting and/or
dispositive power over the Series A Shares that may be deemed to be beneficially
owned by the other Reporting Persons. Each of the Reporting Persons disclaims
beneficial ownership of the Series A Shares that may be deemed to be
beneficially owned by the other Reporting Persons.
(c) Other than as otherwise described in Item 4, neither the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the persons named in
Exhibit 99.1, has effected a transaction in Series A Shares during the past 60
days (excluding transactions that may have been effected for managed accounts
with funds provided by third party customers).
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE COMPANY.
The descriptions of the Original Loan Agreement, the Restructured Loan
Agreement, the ACM Pledge Agreement, the Securities Pledge Agreement, and the
Trust Agreement (collectively, the "Financing Agreements") contained in Item
4 are herein incorporated by reference. Such descriptions are summaries of
certain provisions of the Financing Agreements that are attached as exhibits,
and such summaries are qualified by, and subject to, the full text of such
agreements which is incorporated by reference herein.
Attached as Exhibit 99.3 is the Securities Trading Agreement dated March 27,
2000 that the Administrator executed with ACM, with respect to the
Administrator's role as investment manager on behalf of ACM.
Attached as Exhibit 99.9 is the Securities Trading Agreement dated February
22, 2005 that the Administrator has executed with the Trustee, with respect
to the Administrator's role as investment manager on behalf of the Trustee.
Other than these agreements, and except as described in Item 4 above, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements
or relationships (legal or otherwise) among the persons named in Item 2 or
between such persons and any other person with respect to the securities of
the Company, including but not limited to transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees or profits, divisions of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
· Download Table
Exhibit Description
------- -----------
99.1 Officers and Directors of the Bank and Citigroup.
99.2 Joint Filing Agreement among the Bank, GFB, Citicorp Mexico,
Citicorp, Citigroup Holdings and Citigroup.
99.3 Securities Trading Agreement, dated March 27, 2000, that the
Administrator executed with ACM.
99.4 Original Loan Agreement, dated March 30, 2000, among the Bank
and ACM (incorporated by reference to Exhibit 99.2 in
Schedule 13D, File No. 005-58821, filed on April 7, 2000).
99.5 ACM Pledge Agreement, dated March 30, 2000, among the Bank,
Durango, ACM, and the Administrator (incorporated by reference
to Exhibit 99.3 in Schedule 13D, File No. 005-58821, filed on
April 7, 2000).
99.6 Restructured Loan Agreement, dated February 23, 2005, among ACM
and the Bank (incorporated by reference to Exhibit 99.2 in
Amendment No. 2 to Schedule 13D, File No. 005-58821, filed on
April 27, 2005).
99.7 Securities Pledge Agreement, dated February 24, 2005, among ACM,
the Trustee, the Bank, the Administrator and the Liquidator
(incorporated by reference to Exhibit 99.4 in Amendment No. 2
to Schedule 13D, File No. 005-58821, filed on April 27, 2005).
99.8 Trust Agreement, dated February 24, 2005, among the Rincon Family,
as settlors and beneficiaries, and the Trustee (incorporated by
reference to Exhibit 99.3 in Amendment No. 2 to Schedule 13D, File
No. 005-58821, filed on April 27, 2005).
99.9 Securities Trading Agreement, dated February 22, 2005, that
the Administrator has executed with the Trustee
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement on Schedule 13D with respect to the undersigned is true, complete and
correct.
Dated: July 19, 2005
BANCO NACIONAL DE MEXICO, S.A.
By: /s/ Leonor Cuen Madero
--------------------------------------
Name: Leonor Cuen Madero
Title: Vice President
GRUPO FINANCIERO BANAMEX, S.A. DE C.V.
By: /s/ Mayela De Maria Camacho Rojas
--------------------------------------
Name: Mayela De Maria Camacho Rojas
Title: Attorney
CITICORP (MEXICO) HOLDINGS LLC
By: /s/ William H. Wolf
--------------------------------------
Name: William H. Wolf
Title: President
CITICORP
By: /s/ Ali L. Karshan
--------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Ali L. Karshan
--------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary
CITIGROUP INC.
By: /s/ Ali L. Karshan
--------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary
Dates Referenced Herein and Documents Incorporated By Reference
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Copyright © 2008 Fran Finnegan & Company All Rights Reserved.
www.secinfo.com
- Fri, 8 Aug 2008 00:35:28.2 GMT - Privacy - Help
