UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
CDNOW, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
125085100
(CUSIP Number)
April 29, 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
(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 (6) Shared Voting Power 947,000
Owned by
Each (7) Sole Dispositive Power 0
Reporting
Person (8) Shared Dispositive Power 947,000
With
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 947,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9) 5.3%
(12) Type of Reporting Person (See Instructions) IN
<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.
(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 (6) Shared Voting Power 947,000
Owned by
Each (7) Sole Dispositive Power 0
Reporting
Person (8) Shared Dispositive Power 947,000
With
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 947,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9) 5.3%
(12) Type of Reporting Person (See Instructions) CO
<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 (6) Shared Voting Power 947,000
Owned by
Each (7) Sole Dispositive Power 0
Reporting
Person (8) Shared Dispositive Power 947,000
With
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 947,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount in Row (9) 5.3%
(12) Type of Reporting Person (See Instructions) CO
<PAGE>
Item 1. Issuer
(a) CDnow, Inc. (the "Company")
(b) 1005 Virginia Drive
Fort Washington, PA 19034
Item 2. Persons Filing
(a) Name of Persons Filing: Carlos Slim Helu ("Mr. Slim"), Grupo
Sanborns, S.A. de C.V. ("Sanborns") and Grupo Carso, S.A. de
C.V. ("Carso") (each a "Reporting Person").
(b) Address of Principal Offices:
(i) Mr. Slim's business address is located at Paseo de las
Palmas 736, Col. Lomas de Chapultepec, Mexico D.F., 11000,
Mexico. (ii) The principal offices of Sanborns are located
at Av. San Fernando No. 649, Col. Pena Pobre, Tlalpan,
Mexico D.F., 14060, Mexico. (iii) The principal offices of
Carso are located at Insurgentes Sur No. 3500, Col. Pena
Pobre, Tlalpan, Mexico D.F., 14060, Mexico.
(c) Citizenship: Mr. Slim is a Mexican citizen. Sanborns
and Carso are Mexican corporations.
(d) Title of Class of Securities: Common Stock, no par value.
(e) CUSIP Number: 125085100
Item 3. This statement is filed pursuant to ss.240.13d-1(c).
Item 4. Ownership
(a) Sanborns directly owns 947,000 shares of Common Stock. By
virtue of the shares held by Sanborns, Carso, as Sanborns'
parent entity, beneficially owns 947,000 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 5.3% of the outstanding
Common Stock of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
<PAGE>
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.
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 7, 1999
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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 States 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 States 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 States 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
