UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
CDNOW, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
125085100
(CUSIP Number)
May 11, 1999
(Date of Event Which Requires Filing of this Statement)
Marc M. Rossell, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Rafael Robles Miaja, Esq.
Franck, Galicia, Duclaud y Robles, S.C.
Torre "Optima"
Av. Paseo de las Palmas No. 405 -- piso 3
Col. Lomas de Chapultepec
11000 Mexico D.F.
Telephone: 011-52-5-540-9200
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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<PAGE>
CUSIP No. 125085100
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carlos Slim Helu
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
-----------------------------------------------------------------
|_| (b)
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(3) SEC Use Only
------------------------------------------------------------
(4) Citizenship or Place of Organization Mexico
------------------------------------
Number of (5) Sole Voting Power 0
Shares -------------------------------------
Beneficially
Owned by ------------------------------------------------------
Each (6) Shared Voting Power 1,247,000
Reporting -----------------------------------
Person
With ------------------------------------------------------
------- (7) Sole Dispositive Power 0
--------------------------------
------------------------------------------------------
(8) Shared Dispositive Power 1,247,000
------------------------------
------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,247,000
------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9)
4.2%
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(12) Type of Reporting Person (See Instructions) IN
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<PAGE>
CUSIP No. 125085100
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Grupo Sanborns, S.A. de C.V.
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
-----------------------------------------------------------------
|_| (b)
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(3) SEC Use Only
------------------------------------------------------------
(4) Citizenship or Place of Organization Mexico
------------------------------------
Number of (5) Sole Voting Power 0
Shares -------------------------------------
Beneficially
Owned by ------------------------------------------------------
Each (6) Shared Voting Power 1,247,000
Reporting -----------------------------------
Person
With ------------------------------------------------------
------- (7) Sole Dispositive Power 0
--------------------------------
------------------------------------------------------
(8) Shared Dispositive Power 1,247,000
------------------------------
------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,247,000
------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
4.2%
------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions) CO
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<PAGE>
CUSIP No. 125085100
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Grupo Carso, S.A. de C.V.
------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
-----------------------------------------------------------------
|_| (b)
-----------------------------------------------------------------
(3) SEC Use Only
------------------------------------------------------------
(4) Citizenship or Place of Organization Mexico
------------------------------------
Number of (5) Sole Voting Power 0
Shares -------------------------------------
Beneficially
Owned by ------------------------------------------------------
Each (6) Shared Voting Power 1,247,000
Reporting -----------------------------------
Person
With ------------------------------------------------------
------- (7) Sole Dispositive Power 0
--------------------------------
------------------------------------------------------
(8) Shared Dispositive Power 1,247,000
------------------------------
------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,247,000
------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
4.2%
------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions) CO
-----------------------------
<PAGE>
Item 1. Issuer
No material changes.
Item 2. Persons Filing
No material changes.
Item 3. No material changes.
Item 4. Ownership
(a) As of May 12, 1999, Sanborns directly owns 1,247,000
shares of Common Stock. By virtue of the shares held by
Sanborns, Carso, as Sanborns' parent entity, beneficially
owns 1,247,000 shares of Common Stock. Mr. Slim is filing
for himself and on behalf of certain members of his
immediate family. Mr. Slim and certain members of his
immediate family, directly and through their ownership of
a majority of the voting and economic interests in a
trust, own a majority of the outstanding voting equity
securities of Carso. Accordingly, Mr. Slim may be deemed
to beneficially own all securities owned by the other
Reporting Persons. (b) The shares of Common Stock held by
Mr. Slim, Carso and Sanborns constitute approximately
4.2% of the outstanding Common Stock of the Company as of
the date hereof.
Item 5. Ownership of Five Percent or Less of a Class
The Reporting Persons are not the beneficial owners of more than
five percent of the shares of Common Stock. The original statement on Schedule
13G filed on May 7, 1999 with the Securities and Exchange Commission (the
"Commission") calculated the Reporting Persons' percentage ownership interest in
the Company based on the Company's most recent audited financial statements
published in the Company's Annual Report on Form 10-K, filed with the Commission
on March 16, 1999. On March 17, 1999, the Company filed a Current Report on Form
8-K stating that, as a result of the merger of CDnow, Inc. and N2K, Inc., a
total of 29,810,799 shares of Common Stock were issued. Based on this new amount
of Common Stock issued and outstanding, the Reporting Persons do not hold at
least five percent of the shares of Common Stock as of the date hereof and file
this Amendment No.1 to reflect that fact. Since the filing of the original
statement on Schedule 13G on May 7, 1999 to the date hereof, the Reporting
Persons have not sold any shares of Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not applicable.
<PAGE>
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification if Statement Filed Pursuant to Rule 13d-1(c)
(a) Not applicable.
(b) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and
are not held in connection with or as a participant in
any transaction having that purpose or effect.
<PAGE>
Exhibits
1. Powers of Attorney
<PAGE>
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.
Date: May 12, 1999
______________________________
Carlos Slim Helu
By: /s/ Eduardo Valdes
---------------------------
Name: Eduardo Valdes
Title: Attorney-in-Fact
GRUPO CARSO, S.A. DE C.V.
By:______________________________
Name:
Title:
GRUPO SANBORNS, S.A. DE C.V.
By:______________________________
Name:
Title:
<PAGE>
EXHIBITS
POWER OF ATTORNEY
I, a beneficial owner of common stock, no par value, (the
"Securities") of CDnow, Inc., a corporation organized under the laws of
Pennsylvania, which Securities are registered pursuant to Section 12 of the
United Sates Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and
each of them singly, my true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act, for me and in my name, place
and stead and on my behalf, in any and all capacities, to sign any Schedule 13D
and 13G and any and all amendments thereto and other document relating thereto,
and to file on my behalf any such Schedule 13D or 13G required to be filed
pursuant to the Exchange Act, any amendment thereto and other document relating
thereto and any exhibit thereto with the United States Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, full power
and authority to do and perform any and all acts and things requisite as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof, and this power of attorney shall be
irrevocable until December 31, 2002.
/s/ Carlos Slim Helu
--------------------
Carlos Slim Helu
May 7, 1999
<PAGE>
POWER OF ATTORNEY
I, a beneficial owner of common stock, no par value, (the
"Securities") of CDnow, Inc., a corporation organized under the laws of
Pennsylvania, which Securities are registered pursuant to Section 12 of the
United Sates Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and
each of them singly, my true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act, for me and in my name, place
and stead and on my behalf, in any and all capacities, to sign any Schedule 13D
and 13G and any and all amendments thereto and other document relating thereto,
and to file on my behalf any such Schedule 13D or 13G required to be filed
pursuant to the Exchange Act, any amendment thereto and other document relating
thereto and any exhibit thereto with the United States Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, full power
and authority to do and perform any and all acts and things requisite as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof, and this power of attorney shall be
irrevocable until December 31, 2002.
GRUPO CARSO, S.A. DE C.V.
By: /s/ Alejandro Escoto
--------------------------------
Name: Alejandro Escoto
Title: Chief Financial Officer
May 7, 1999
<PAGE>
POWER OF ATTORNEY
I, a holder of common stock, no par value, (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania, which
Securities are registered pursuant to Section 12 of the United Sates Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D and 13G and any and all
amendments thereto and other document relating thereto, and to file on my behalf
any such Schedule 13D or 13G required to be filed pursuant to the Exchange Act,
any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2002.
GRUPO SANBORNS, S.A. DE C.V.
By: /s/ Alejandro Escoto
------------------------------------
Name: Alejandro Escoto
Title: Authorized Legal Representative
May 7, 1999
