Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 17 73K
Ownership
2: EX-1 Underwriting Agreement 8± 31K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 8± 31K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 22± 78K
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7 )(1)
Telefonos de Mexico, S.A. de C.V. (the "Issuer")
-------------------------------------------------------------------------------
(Name of Issuer)
American Depositary Shares ("L Share ADSs"), each representing
20 Series L Shares ("L Shares")
American Depositary Shares ("A Share ADSs"), each
representing 20 Series A Shares ("A Shares")
--------------------------------------------------------------------------------
(Title of Class of Securities)
879403780 for L Share ADSs(2)
879403400 for A Share ADSs(3)
-------------------------------------------------------
(CUSIP Number)
Rafael Robles Miaja
Franck, Galicia, Duclaud y Robles, S.C.
Torre Optima
Tercer Piso
Avenida Paseo de las Palmas 405
Colonia: Lomas de Chapultepec
Mexico, D.F. 11000, Mexico
(525) 540-9225
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 28, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-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. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 48 Pages)
-----------------
1 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).
2 CUSIP number is for the L Share ADSs only. No CUSIP number exists for the
underlying L Shares, since such shares are not traded in the United States.
3 CUSIP number is for the A Share ADSs only. No CUSIP number exists for the
underlying A Shares, since such shares are not traded in the United States.
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 40,000 A Shares and 100,000
EACH REPORTING PERSON L Shares (See Items 5(a) and 5(b))
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
40,000 A Shares and 100,000
L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,037,330 A Shares and 2,799,896,900 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 8,132 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,132 L Shares (See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,799,805,032 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 8,132 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,132 L Shares (See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,799,805,032 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 8,134 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,134 L Shares (See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,799,805,034 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 8,134 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,134 L Shares (See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,799,805,034 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vanessa Paola Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 408,134 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
408,134 L Shares (See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,800,205,034 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF, BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 570,134 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
570,134 L Shares (See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,799,796,900
L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,800,367,034 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carso Global Telecom, 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*
BK and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
45,997,330 A Shares and 2,775,374,864
L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,775,374,864
L Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,775,374,864 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% of A Shares and 26.0% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Carso, 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*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
6,000,000 L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,000,000 L Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-----------------------------------
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
-----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Financiero Inbursa, 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*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
18,422,036 L Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
18,422,036 L Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,422,036 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Items 1 and 3. No Change.
-------------
Item 2. Identity and Background
------- -----------------------
This Statement is filed pursuant to Rule 13d-2(a) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by the persons listed
below (the "Reporting Persons").
(1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit,
Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and
Johanna Monique Slim Domit (collectively, the "Slim Family"), each of whom is a
Mexican citizen, beneficially own, directly and indirectly, a majority of the
outstanding voting equity securities of Carso Global Telecom, S.A. de C.V.
("CGT"), Grupo Carso, S.A. de C.V. ("Carso") and Grupo Financiero Inbursa, S.A.
de C.V. ("GFI"). As a result, ownership of all L Shares and A Shares owned or
controlled by these entities is deemed to be shared among each member of the
Slim Family.
(2) CGT is a sociedad anonima de capital variable organized under the
laws of the United Mexican States. CGT is a holding company with interests in
the Issuer and other telecommunications companies.
(3) Carso is a sociedad anonima de capital variable organized under
the laws of the United Mexican States. Carso is a holding company with interests
in the tobacco, mining, metallurgical and other commercial industries in the
operation of restaurants and department stores, and in the production of copper,
copper alloys, copper cable, aluminum wires and tires.
(4) GFI is a sociedad anonima de capital variable organized under the
laws of the United Mexican States. GFI is a financial services holding company.
GFI owns all of the outstanding voting equity securities of several financial
institutions organized in Mexico, including a broker-dealer, a bank, an
insurance company and a surety bonding company.
The names, addresses, occupations and citizenship of the Reporting
Persons and the executive officers and directors of each of CGT, Carso and GFI
are set forth in Schedule I attached hereto.
None of the Reporting Persons nor, to the best of their knowledge, any
of the directors or executive officers listed in Schedule I has, during the last
five years, 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.
Item 4. Purpose of Transaction.
------ ----------------------
Since December 20, 1990, CGT, SBC International, Inc. ("SBC") and
certain other persons were party to a trust (the "Control Trust") governing such
parties ownership of the Series AA shares, no par value (the "AA Shares"), of
the Issuer. As between SBC and CGT, the Control Trust has been terminated, and
the AA Shares held by the Control Trust were distributed to the Control Trust's
beneficiaries. On December 20, 2001, CGT and SBC entered into a Shareholders
Agreement (effective as of March 28, 2001, the "Shareholders Agreement"), and on
March 28, 2001, SBC and CGT established a trust (together with the Shareholders
Agreement, the "Telmex Agreements"), which govern the ownership and voting of
any and all future AA Shares owned by such parties. CGT holds 64.6% of the
issued and outstanding AA Shares, and SBC holds 27.4% of the issued and
outstanding AA Shares. Under the terms of the Telmex Agreements, each of CGT and
SBC agrees to vote its AA Shares in favor of 13 members nominated by CGT to the
board of directors of the Issuer (the "Board") and four members nominated by SBC
to the Board (or in similar proportion if the holders of AA Shares are unable to
elect 17 members of the Board); provided, that upon the reduction of the number
of members of the Board to 13, SBC shall only be entitled to nominate two
members to the Board.
The Board will not consider or vote on any specified matter to be
reviewed by the executive committee of the Issuer (the "Executive Committee")
unless the Executive Committee has made a recommendation to the Board with
respect to such matter, subject to certain exceptions. The Executive Committee
consists of four members, three of whom shall be appointed by CGT and one of
whom shall be appointed by SBC. CGT and SBC have agreed to cause the Executive
Committee to mutually agree upon all matters presented to the Executive
Committee, and to follow certain procedures in the event they are unable to do
so. With the exception of the appointment of members to the Board and the
Executive Committee, under the terms of the Telmex Agreements, CGT has the power
to direct the voting of the AA Shares held by SBC.
Each of SBC and CGT has granted to the other a right of first offer on
any proposed transfer of AA Shares held by such party, except for transfers to
certain affiliates. Upon the receipt of a notice of proposed transfer, the party
receiving the notice shall have 30 calendar days to decide whether it wishes to
purchase all (but not less than all) of the AA Shares proposed to be sold by the
notifying party. In the event the receiving party elects not to purchase the AA
Shares offered for sale or is otherwise unable to complete the purchase of such
AA Shares in accordance with the Shareholders Agreement, the notifying party
shall have 180 days within which to sell such AA Shares to a third party at the
same price offered to the receiving party; provided, that the purchasing third
party shall have agreed in advance to be governed by a shareholders agreement on
substantially the same terms as provided for in the AM Agreements. In addition
to the right of first offer described above, each of CGT and SBC has granted to
the other certain drag along rights, which require the party transferring a
majority of its AA Shares to a third party to include the AA Shares held by the
other party in such sale. Notwithstanding any of the foregoing, either party to
the Telmex Agreements is free to convert any AA Shares held by such party into L
Shares and transfer such L Shares to a third party without complying with the
right of first offer and drag along right described above.
Additionally, each of SBC and CGT has agreed to provide, and receive
compensation for, services to the Issuer under management services agreements
attached as Exhibits B and C, respectively, to the Shareholders Agreement (in
the case of SBC, the "SBC MSA", and in the case of CGT, the "CGT MSA"). Under
the SBC MSA, SBC International - Management Services, Inc. (SBCI-MSI) will
provide management services to the Issuer for a period of 5 years. Under the CGT
MSA, CGT will provide management services to the Issuer for a period of 1 year.
SBCI-MSI will be compensated at least U.S.$10 million per annum for the services
provided by SBCI-MSI expatriates for the initial 2-year term of the SBC MSA. CGT
will be compensated at least U.S.$20 million for the 1-year term of the CGT MSA.
The Telmex Agreements are terminable, upon six months prior notice, on
March 13, 2006 or upon the mutual agreement of SBC and CGT. Additionally, the
Telmex Agreements shall terminate in the event either party thereto converts all
of the AA Shares held by such party into L Shares, or in certain other instances
as set forth therein. The foregoing description is qualified in its entirety by
the Telmex Agreements, which are referenced in Item 7 of this Statement and
incorporated in this Item 4 by reference.
Under the Issuer's bylaws, AA Shares and A Shares have full voting
rights and L Shares have limited voting rights. Each L Share is convertible at
the holder's option into one AA Share, and each AA Share and each A Share is
convertible at the holder's option into one L Share, in each case subject to
restrictions under the Issuer's by-laws, which are summarized in the table
below.
% of Combined Number of
Class of Issuer's % of Issuer's Outstanding Outstanding AA Shares
Capital Stock Capital Stock and A Shares
------------- ------------- ------------
L Shares No more than 80%
A Shares No more than 19.65% No more than 49%
AA Shares At least 20% but no more
than 51% No less than 51%
Combined AA Shares
and A Shares No more than 51%
Combined A Shares
and L Shares No more than 80%
Through its direct ownership of A Shares and AA Shares and its power
to vote the AA Shares owned by SBC under the Telmex Agreements, CGT may be
deemed to control the Issuer. Except as set forth in this Statement, none of the
Reporting Persons currently has plans or proposals which relate to or which
would result in any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of the instructions to Schedule 13D. However, from time to
time the Reporting Persons may evaluate the possibility of acquiring additional
A Shares and L Shares, disposing of A Shares and L Shares, or entering into
corporate transactions involving the Issuer (including, but not limited to,
joint ventures and/or other commercial arrangements with the Issuer). The
Reporting Persons reserve the right to formulate plans or proposals regarding
the Issuer or any of its securities and to carry out any of the actions or
transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this Schedule 13D, to the extent deemed advisable by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The Reporting Persons have, as of May 9, 2001, the following
interests in the A Shares and L Shares:
[Enlarge/Download Table]
A Shares(1) L Shares(2)
----------------------------------- -----------------------------------
Number % of Class Number % of Class
------ ---------- ------ ----------
Carlos Slim Helu(3)............ 46,037,330 14.1% 2,799,896,900 26.2%
Carlos Slim Domit(4)........... 45,997,330 14.1% 2,799,805,032 26.2%
Marco Antonio Slim Domit(5).... 45,997,330 14.1% 2,799,805,032 26.2%
Patrick Slim Domit(6).......... 45,997,330 14.1% 2,799,805,034 26.2%
Maria Soumaya Slim Domit(7).... 45,997,330 14.1% 2,799,805,034 26.2%
Vanessa Paola Slim Domit(8).... 45,997,330 14.1% 2,800,205,034 26.2%
Johanna Monique Domit(9)....... 45,997,330 14.1% 2,800,367,034 26.2%
CGT(10)........................ 45,997,330 14.1% 2,775,374,864 26.0%
Carso(11)...................... -- -- 6,000,000 0.1%
GFI............................ -- -- 18,422,036 0.2%
--------------
(1) Based upon 325,577,298 A Shares outstanding as of May 9, 2001. Includes
A Shares held in the form of A Share ADSs. Except as otherwise indicated,
all A Shares are held in the form of A Shares.
(2) Based upon 9,499,815,574 L Shares outstanding as of May 9, 2001.
Includes L Shares held in the form of L Share ADSs. L Share totals and
percentages assume that all of the A Shares and 1,132,487,864 AA Shares
held by the relevant Reporting Person have been converted into L Shares in
accordance with the restrictions set forth in Item 4 above. Except as
otherwise indicated, all L Shares are held in the form of L Shares.
(3) Includes 40,000 A Shares and 100,000 L Shares owned directly by Carlos Slim
Helu, as well as A Shares and L Shares beneficially owned through GFI,
Carso and CGT by trusts for the benefit of the Slim Family (the "Family
Trust Shares"). All A Shares and L Shares owned by such trusts are deemed
to be beneficially owned by each member of the Slim family that is a
beneficiary of such trusts. Thus, beneficial ownership of A Shares and L
Shares is deemed to be shared by each member of the Slim family.
(4) Includes 8,132 L Shares owned directly by Carlos Slim Domit, as well as the
Family Trust Shares.
(5) Includes 8,132 L Shares owned directly by Marco Antonio Slim Domit, as well
as the Family Trust Shares.
(6) Includes 8,134 L Shares owned directly by Patrick Slim Domit, as well as
the Family Trust Shares.
(7) Includes 8,134 L Shares owned directly by Maria Soumaya Slim Domit, as well
as the Family Trust Shares.
(8) Includes 408,134 L Shares owned directly by Vanessa Paola Slim Domit and
her spouse, as well as the Family Trust Shares.
(9) Includes 570,134 L Shares owned directly by Johanna Monique Slim Domit and
her spouse, as well as the Family Trust Shares.
(10) Includes 1,532,214,660 L Shares held in the form of L Share ADSs.
(11) All L Shares owned by Carso are held in the form of L Share ADSs.
(b) Because the Slim Family beneficially owns a majority of the
outstanding voting equity securities of CGT, Carso and GFI, the Slim Family may
be deemed to share the power to vote or dispose of, or to direct the voting or
disposition of, any A Shares or L Shares owned by such persons. Except as
otherwise disclosed herein, none of the Reporting Persons shares voting or
disposition power with respect to any of the A Shares or L Shares owned by the
Reporting Persons.
(c) Not applicable.
(d) Because the Slim Family beneficially owns a majority of the
outstanding voting equity securities of CGT, Carso and GFI, the Slim Family may
be deemed to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, any A Shares or L Shares owned
by such persons. Except as disclosed herein, no person other than the Reporting
Persons has or will have any right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, A Shares or L Shares owned by
the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
-------------------------
CGT has entered into matched put and call options pursuant to which it
has an option to purchase, and the relevant counterparty has an option to sell,
L Shares (in the form of L Share ADSs) on the terms indicated below. Each such
option is exercisable only on its expiration date.
[Download Table]
Number of Strike Price Net Aggregate
Counterparty Expiration Date L Shares per L Share Premiums
------------ --------------- -------- ----------- --------
J.P. Morgan & Co. September 4, 2001 14,000,000 US$1.65 US$895,755
Chase Manhattan Bank August 29, 2001 19,000,000 1.78 1,381,058
Chase Manhattan Bank August 29, 2001 16,000,000 1.57 973,909
Chase Manhattan Bank September 7, 2001 30,000,000 1.86 2,565,088
Chase Manhattan Bank September 12, 2001 21,000,000 1.77 1,718,762
Additionally, CGT has entered into Forward Share Purchase Transactions
pursuant to which it is obligated to buy L Shares (in the form of L Shares ADSs)
from a counterparty on the terms specified below. In each case, if the market
price per L Share is greater than 150% of the applicable purchase price per L
Share on the applicable expiration date, CGT must refund such excess to the
counterparty. The L Shares that are the subject of each contract listed below
were sold to the counterparty at the inception of such contract, but for the
purposes of this Statement are treated as beneficially owned by CGT.
[Download Table]
Number of Purchase Price
Counterparty Expiration Date L Shares per L Share Interest Rate
------------ --------------- -------- ----------- -------------
Chase Manhattan Bank September 4, 2001 80,000,000 US$1.17 4.15% per annum
Chase Manhattan Bank September 4, 2001 40,000,000 1.17 4.15% per annum
Chase Manhattan Bank October 29, 2001 40,000,000 1.36 4.12% per annum
Other than as disclosed herein and in Item 4 of this Statement, there
are no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons and between such persons and any person
with respect to A Shares or L Shares.
Item 7. Material to be Filed as Exhibits
------- --------------------------------
Exhibit Number Description Page Number
-------------- ----------- -----------
1 Trust Agreement (Original Spanish Version) 21
2 Trust Agreement (English Translation) 25
3 Shareholders' Agreement 32
* The Powers of Attorney and Joint Filing Agreement filed as exhibits to the
Schedule 13D filed by the Reporting Persons with the Securities and
Exchange Commission on February 14, 2001 are hereby incorporated herein by
reference.
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.
Carlos Slim Helu
--------------------------------------------
Carlos Slim Domit
By: /s/ Eduardo Valdes Acra
-------------------------------------------- ------------------------
Eduardo Valdes Acra
Marco Antonio Slim Domit Attorney-in-Fact
-------------------------------------------- May 10, 2001
Patrick Slim Domit
--------------------------------------------
Maria Soumaya Slim Domit
--------------------------------------------
Vanessa Paola Slim Domit
--------------------------------------------
Johanna Monique Slim Domit
--------------------------------------------
CARSO GLOBAL
TELECOM, S.A. DE C.V.
--------------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
GRUPO CARSO, S.A. DE C.V.
--------------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
GRUPO FINANCIERO
INBURSA, S.A. DE C.V.
--------------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
SCHEDULE I
All of the individuals listed below are citizens of Mexico.
THE SLIM FAMILY
Paseo de las Palmas 736, Colonia Lomas de Chapultepec,
11000 Mexico D.F., Mexico
Name Principal Occupation
---- --------------------
Carlos Slim Helu Chairman of the Board of Telefonos
de Mexico and Carso Global Telecom
Carlos Slim Domit Chairman of Grupo Carso and President
of Sanborns
Marco Antonio Slim Domit President of Grupo Financiero Inbursa
Patrick Slim Domit Vice President of Massive Markets of
Telefonos de Mexico
Maria Soumaya Slim Domit President of Museo Soumaya
Vanessa Paola Slim Domit Private Investor
Johanna Monique Slim Domit Private Investor
CARSO GLOBAL TELECOM, S.A. de C.V.
Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu
(Director and Chairman of the Board) Chairman of the Board of Telefonos
de Mexico and Carso Global Telecom
Jaime Chico Pardo
(Director and Vice Chairman
of the Board) President of Telefonos de Mexico
Claudio X. Gonzalez Laporte
(Director) Chairman of the Board of Kimberly
Clark de Mexico
Jose Kuri Harfush
(Director) President of Productos Dorel
Juan Antonio Perez Simon
(Director) Vice-Chairman of Telefonos de Mexico
Carlos Slim Domit
(Director) Chairman of Grupo Carso and
President of Sanborns
Executive Officers
Alejandro Escoto Cano
(Chief Financial Officer) Chief Financial Officer of Carso
Global Telecom
GRUPO CARSO, S.A. de C.V.
Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu
(Director and Chairman Emeritus) Chairman of the Board of
Telefonos de Mexico and
Carso Global Telecom
Carlos Slim Domit
(Director and Chairman of the Board) Chairman of Grupo Carso
and President of Sanborns
Antonio Cosio Arino
(Director) Independent Investor
Fernando G. Chico Pardo
(Director) President of Promecap
Jaime Chico Pardo
(Director) President of Telefonos de Mexico
Claudio X. Gonzalez Laporte
(Director) Chairman of the Board of
Kimberly Clark de Mexico
Rafael Moises Kalach Mizrahi
(Director) President of Kaltex
Jose Kuri Harfush
(Director) President of Productos Dorel
Juan Antonio Perez Simon
(Director) Vice-Chairman of Telefonos de Mexico
Bernardo Quintana Isaac
(Director) Chairman of the Board and President
of Empresas ICA Sociedad Controladora
Patrick Slim Domit Vice President of Massive Markets
of Telefonos de Mexico
Agustin Santamarina Vazquez
(Director) Managing Partner of Santamaria y Steta
Executive Officers
Humberto Gutierrez-Olvera Zubizarreta
(President) President of Grupo Carso and President
of Condumex
GRUPO FINANCIERO INBURSA, S.A. de C.V.
Paseo de las Palmas 736, Col. Lomas Chapultepec, 11000 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu
(Chairman Emeritus) Chairman of the Board of
Telefonos de Mexico and
Carso Global Telecom
Marco Antonio Slim Domit President of Grupo
(Chairman of the Board) Financiero Inbursa
Eduardo Valdes Acra
(Vice-Chairman of the Board) Chief Executive Officer
of Inversora Bursatil
Antonio Cosio Arino
(Director) Independent Investor
Angeles Espinosa Yglesias
(Director) Independent Investor
Agustin Franco Macias
(Director) Chairman of Infra
Bernardo Quintana Isaac
(Director) Chairman of the Board and
President of Empresas ICA
Sociedad Controladora
Claudio X. Gonzalez Laporte
(Director) Chairman of the Board of
Kimberly Clark de Mexico
Jose Antonio Chedraui Obeso
Director) President of Grupo
Comercial Chedraui
Juan Antonio Perez Simon
(Director) Vice-Chairman of Telefonos
de Mexico
David Ibarra Munoz
(Director) Independent Economist
Carlos Fernandez Gonzalez President of Grupo
Modelo, S.A. de C.V.
Executive Officers
Marco Antonio Slim Domit
(President) President of Grupo
Financiero Inbursa
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000903423-01-500068 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 15, 9:58:18.2pm ET 
