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) A
MENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ______)1
CDnow, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
125085100
----------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 26, 2000
----------------------------------------------------------
(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), 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)
- --------
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).
<PAGE>
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 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 ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlos Slim Domit
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 ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick Slim Domit
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 ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,025,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,025,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,000 (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)
9.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Inmobiliaria 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 ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 105,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
105,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,000 (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)
0.3%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orient Star Holdings LLC
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 ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 105,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
105,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,000 (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)
0.3%
14 TYPE OF REPORTING PERSON*
OO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,920,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,920,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,920,000 (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)
8.9%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,920,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,920,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,920,000 (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)
8.9%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sanborns LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,920,000 (See Items 5(a) and (b))
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,920,000 (See Items 5(a) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,920,000 (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)
8.9%
14 TYPE OF REPORTING PERSON*
OO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common shares, no par value (the "Shares"),
of CDnow, Inc. (the "Company"). The address and principal executive office of
the Company is 1005 Virginia Drive, Fort Washington, PA 19034.
Item 2. Identity and Background.
This Statement is filed, pursuant to Rule 13d-1(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by the persons listed
below (the "Reporting Persons").
(1) Mr. Carlos Slim Helu, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim
Domit, Mr. Patrick Slim Domit, Ms. Maria Soumaya Slim Domit, Ms.
Vanessa Paola Slim Domit, and Ms. Johanna Monique Slim Domit
(collectively, the "Slim Family"), each of whom is a Mexican citizen.
The members of the Slim Family, through a Mexican corporation and a
Mexican trust, beneficially own a majority of the outstanding voting
equity securities of Grupo Carso, S.A. de C.V. ("Carso") and 100% of
the outstanding voting equity securities of Inmobiliaria Carso, S.A.
de C.V. ("Inmobiliaria"). The principal business address for each
member of the Slim Family is Paseo de las Palmas 736, Colonia Lomas de
Chapultepec, Mexico, D.F., Mexico 11000.
(2) Carso is a corporation organized under the laws of Mexico. Carso is a
holding company with interests in the tobacco, mining, metallurgical
and paper industries, in the operation of restaurants and department
stores and in the production of copper, copper alloys, copper cable,
aluminum wires and tires. Carso owns a majority of the outstanding
voting equity securities of Grupo Sanborns, S.A. de C.V. ("Grupo
Sanborns"). Carso's principal business address is Insurgentes Sur
1500, Colonia Pena Pobre, Tlalpan, Mexico, D.F., Mexico 14060.
(3) Grupo Sanborns is a corporation organized under the laws of Mexico.
Grupo Sanborns is a holding company with interests in the real estate,
music and retail industries (including Sears de Mexico) and in the
operation of restaurants. Grupo Sanborns is the sole member of
Sanborns LLC ("Sanborns LLC"). Grupo Sanborns' principal business
address is Avenida San Fernando 649, Colonia Pena Pobre, Tlalpan,
Mexico, D.F., Mexico 14060.
(4) Sanborns LLC is a limited liability company organized under the laws
of Delaware. Sanborns LLC is a holding company with portfolio
investments in various companies. Sanborns LLC's principal business
address is 1000 Louisiana Street, Suite 565, Houston, TX 77002.
(5) Inmobiliaria is a corporation organized under the laws of Mexico.
Inmobiliaria is a holding company with interests in the real estate
industry, and is the sole member of Orient Star Holdings LLC ("Orient
Star"). Inmobiliaria's principal business address is Insurgentes Sur
3500, PB-4, Pena Pobre, Mexico, D.F. 14060.
(6) Orient Star is a limited liability company organized under the laws of
Delaware. Orient Star is a holding company with portfolio investments
in various companies. Orient Star's principal business address is 1000
Louisiana Street, Suite 565, Houston, TX 77002.
The names, addresses, occupations and citizenship of the managers,
executive officers and directors of each of Inmobiliaria, Orient Star, Carso,
Grupo Sanborns and Sanborns LLC are set forth in Schedule I hereto.
None of the Reporting Persons nor, to the best of their knowledge, any of
the directors or 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 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds utilized to purchase the 3,025,000 Shares
described in Item 5(a) was approximately $52.8 million, of which approximately
$52 million and $0.8 million was obtained from the working capital of Grupo
Sanborns and Orient Star, respectively.
Item 4. Purpose of Transaction.
All of the Shares beneficially owned by the Reporting Persons were acquired
for investment purposes. The Reporting Persons are currently engaged in
discussions with the Company regarding a possible additional investment in the
Company, although neither the amount, form or timing of such additional
investment has been determined and there can be no assurance that any such
additional investment will be made. Except as disclosed in this Item 4, the
Reporting Persons have no plans or proposals which relate to or would result in
any of the actions or transactions described in paragraphs (a) through (j) of
Item 4 of the instructions to this Statement. From time to time the Reporting
Persons may consider and may explore the possibility of acquiring additional
Shares, disposing of Shares or entering into corporate transactions involving
the Company. The Reporting Persons reserve the right to formulate plans or
proposals regarding the Company 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, to the extent deemed advisable by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons have, as of the date hereof, the following
interests in the Shares of the Company:
Common Shares(1)
----------------
Number % of Class
------ ----------
Carlos Slim Helu................... 3,025,000 9.2%
Carlos Slim Domit.................. 3,025,000 9.2%
Marco Antonio Slim Domit........... 3,025,000 9.2%
Patrick Slim Domit................. 3,025,000 9.2%
Maria Soumaya Slim Domit........... 3,025,000 9.2%
Vanessa Paola Slim Domit........... 3,025,000 9.2%
Johanna Monique Domit.............. 3,025,000 9.2%
Inmobiliaria....................... 105,000 0.3%
Orient Star........................ 105,000 0.3%
Carso.............................. 2,920,000 8.9%
Grupo Sanborns..................... 2,920,000 8.9%
Sanborns LLC....................... 2,920,000 8.9%
(1) Based on 32,796,231 Shares outstanding.
All of the Shares reported in the table above as beneficially owned by the
Reporting Persons are directly beneficially owned by Sanborns LLC and Orient
Star and may be deemed to be indirectly beneficially owned by the Slim Family.
The Shares owned by Sanborns LLC may be deemed to be indirectly beneficially
owned by Carso and Grupo Sanborns, and the Shares owned by Orient Star may be
deemed to be indirectly beneficially owned by Inmobiliaria. Inmobiliaria and
Orient Star disclaim beneficial ownership of the Shares held by Sanborns LLC,
and Carso, Grupo Sanborns and Sanborns LLC disclaim beneficial ownership of the
Shares held by Orient Star.
(b) Because the Slim Family, through its ownership of a majority of the
outstanding voting equity securities of Carso and 100% of the outstanding voting
equity securities of Inmobiliaria, may be deemed to indirectly beneficially own
a majority of the outstanding voting equity securities of Sanborns LLC and
Orient Star, the Slim Family, Carso and Grupo Sanborns, in the case of Sanborns
LLC, and the Slim Family and Inmobiliaria, in the case of Orient Star, may be
deemed to have the power to vote, or to direct the voting of, any Shares owned
by Sanborns LLC and Orient Star, respectively. Except as otherwise disclosed
herein, none of the Reporting Persons shares voting power with respect to any of
the Shares.
(c) All transactions in the Shares effected by the Reporting Persons in the
last 60 days are listed in Schedule II hereto.
(d) Because the Slim Family, through its ownership of a majority of the
outstanding voting equity securities of Carso and 100% of the outstanding voting
equity securities of Inmobiliaria, may be deemed to indirectly beneficially own
a majority of the outstanding voting equity securities Sanborns LLC and Orient
Star, the Slim Family, Carso and Grupo Sanborns, in the case of Sanborns LLC,
and the Slim Family and Inmobiliaria, in the case of Orient Star, 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 Shares owned by Sanborns LLC and
Orient Star, respectively. 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 Shares owned by
the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit Number Description Page Number
- -------------- ----------- -----------
1 Powers of Attorney 25
2 Joint Filing Agreement 37
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
Carlos Slim Helu _
|
- --------------------------- |
|
Carlos Slim Domit | By: /s/ Rafael Robles
- --------------------------- | -------------------
| Rafael Robles
| Attorney-in-Fact
Marco Antonio Slim Domit | May 5, 2000
|
- --------------------------- |
|
Patrick Slim Domit |
|
- --------------------------- |
|
Maria Soumaya Slim Domit |
|
- --------------------------- |
|
Vanessa Paola Slim Domit |
|
- --------------------------- |
|
Johanna Monique Slim Domit |
|
- --------------------------- |
|
INMOBILIARIA CARSO, S.A. DE C.V. |
|
- --------------------------- |
By: Alejandro Escoto |
Title: Authorized Legal |
Representative |
|
ORIENT STAR HOLDINGS LLC |
|
- --------------------------- |
By: James M. Nakfoor |
Title: Manager |
|
GRUPO CARSO, S.A. DE C.V. |
|
- --------------------------- |
By: Alejandro Escoto |
Title: Authorized Legal |
Representative |
|
GRUPO SANBORNS, S.A. DE C.V. |
|
- ---------------------------- |
By: Alejandro Escoto |
Title: Authorized Legal |
Representative |
|
SANBORNS LLC |
|
- --------------------------- |
By: James M. Nakfoor |
Title: Manager |
<PAGE>
SCHEDULE I
All of the individuals listed below, with the exception of James M. Nakfoor,
are citizens of Mexico. Mr. Nakfoor is a citizen of the United States.
INMOBILIARIA CARSO, S.A. DE C.V.
Insurgentes Sur 3500, PB-4, Pena Pobre, Mexico, D.F. 14060
BOARD OF DIRECTORS
Name and Position Principal Occupation
- ----------------- --------------------
Carlos Slim Helu (Chairman) Chairman of the Board of
Telefonos de Mexico,
S.A. de C.V. ("Telmex")
and Carso Global Telecom,
S.A. de C.V.
Carlos Slim Domit (Director) Chairman of the Board and
Chief Executive Officer
of Grupo Sanborns and Chairman
of the Board of Carso
Patrick Slim Domit (Director) President of Carso and Industrias
Nacobre, S.A. de C.V.
Marco Antonio Slim Domit (Director) Chairman of the Board of
Grupo Financiero Inbursa
and Banco Inbursa, S.A.
Maria Soumaya Slim Domit Investors
Vanessa Paola Slim Domit Investors
Johanna Monique Slim Domit Investors
EXECUTIVE OFFICERS
Name Position
- ---- --------
Alejandro Escoto Chief Financial Officer
<PAGE>
ORIENT STAR HOLDINGS LLC
1000 Louisiana Street, Suite 565, Houston, TX 77002
MANAGER
Name and Position Principal Occupation
- ----------------- --------------------
James M. Nakfoor Vice President of Securities
Trading, Inversora
Bursatil, S.A. de C.V.
<PAGE>
GRUPO CARSO, S.A. de C.V.
Insurgentes Sur 1500 Col. Pena Pobre Tlalpan, Mexico, D.F., 14060
BOARD OF DIRECTORS
<TABLE>
<S> <C>
Name and Position Principal Occupation
- ----------------- --------------------
Carlos Slim Helu (Director and Honorary Chairman For Life) Chairman of the Board of
Telmex and Carso Global Telecom,
S.A. de C.V.
Carlos Slim Domit (Director and Chairman of the Board) Chairman of the Board and
Chief Executive Officer
of Grupo Sanborns and Chairman
of the Board of Carso
Fernando G. Chico Pardo (Director) President of Promecap
Jaime Chico Pardo (Director) President of Telefonos de Mexico
Antonio Cosio Arino (Director) Independent Investor
Claudio X. Gonzalez Laporte (Director) Chief Executive Officer and
Chairman of the Board
of Kimberly Clark de Mexico,
S.A. de C.V.
Rafael Moises Kalach Mizrahi (Director) Chief Executive Officer and
Chairman of the Board
of Grupo Kaltex, S.A. de C.V.
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
Agustin Santamarina Vazquez (Director) Retired. Senior Partner and
Of Counsel of the
law firm Santamarina y Steta
</TABLE>
<PAGE>
GRUPO SANBORNS, S.A. de C.V.
Paseo de las Palmas 736 Col. Lomas Chapultepec, Mexico, D.F., 11000
BOARD OF DIRECTORS
Name and Position Position, Principal Occupation
- ----------------- ------------------------------
Carlos Slim Domit Chairman of the Board and
Chief Executive Officer
of Grupo Sanborns and Chairman
of the Board of Carso
Carlos Slim Helu Chairman of the Board of
Telmex and Carso Global Telecom,
S.A. de C.V.
Angel Eduardo Peralta Rosado Vice-Chairman of the Board
of Grupo Sanborns
Juan Antonio Perez Simon Chairman of the Board of
Sanborns Hermanos, S.A.
and Vice-Chairman of
the Board of Telmex
Patrick Slim Domit President of Carso and Industrias
Nacobre, S.A. de C.V.
Rafael Moises Kalach Mizrahi Chief Executive Officer and
Chairman of the Board
of Grupo Kaltex, S.A. de C.V.
Claudio X. Gonzalez Laporte Chief Executive Officer and
Chairman of the Board
of Kimberly Clark de
Mexico, S.A. de C.V.
Marco A. Slim Domit Chairman of the Board of
Grupo Financiero Inbursa
and Banco Inbursa, S.A.
Agustin Santamarina Vazquez Retired. Senior Partner
and Of Counsel of the
law firm Santamarina y Steta
EXECUTIVE OFFICERS
Name Position
- ---- --------
Carlos Slim Domit Chief Executive Officer
<PAGE>
SANBORNS LLC
1000 Louisiana Street, Suite 565, Houston, TX 77002
MANAGER
Name and Position Principal Occupation
- ----------------- --------------------
James M. Nakfoor Vice President of Securities
Trading, Inversora
Bursatil, S.A. de C.V.
<PAGE>
SCHEDULE II
During the last 60 days Orient Star effected purchases of Shares on the
NASDAQ as indicated below.
Trade Date Number of Shares Average Price per Share
- ---------- ---------------- -----------------------
March 1, 2000 25,000 $8.2688
March 29, 2000 20,000 $3.8348
March 14, 2000 30,000 $6.7917
Total 50,000
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
May 3, 2000 /s/ Carlos Slim Helu
--------------------
Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
/s/ Carlos Slim Domit
---------------------
May 3, 2000 By: Carlos Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
/s/ Marco Antonio Slim Domit
----------------------------
May 3, 2000 By: Marco Antonio Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
/s/ Patrick Slim Domit
----------------------
May 3, 2000 By: Patrick Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
/s/ Maria Soumaya Slim Domit
----------------------------
May 3, 2000 By: Maria Soumaya Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
/s/ Vanessa Paola Slim Domit
----------------------------
May 3, 2000 By: Vanessa Paola Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
/s/ Johanna Monique Slim Domit
------------------------------
May 3, 2000 By: Johanna Monique Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
INMOBILIARIA CARSO, S.A. DE C.V.
/s/ Alejandro Escoto
--------------------
May 3, 2000 By: Alejandro Escoto
Title: Authorized Legal
Representative
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
ORIENT STAR HOLDINGS LLC
May 3, 2000 /s/ James M. Nakfoor
--------------------
By: James M. Nakfoor
Title: Manager
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
GRUPO CARSO, S.A. DE C.V.
/s/ Alejandro Escoto
--------------------
May 3, 2000 By: Alejandro Escoto
Title: Authorized Legal
Representative
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
GRUPO SANBORNS, S.A. DE C.V.
May 3, 2000 /s/ Alejandro Escoto
----------- --------------------
By: Alejandro Escoto
Title: Authorized Legal
Representative
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, no par value (the "Securities") of
CDnow, Inc., a corporation organized under the laws of Pennsylvania (the
"Company"), 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 Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document (including any joint filing agreement) relating thereto, and to
file on my behalf any such Filings required to be filed pursuant the Exchange
Act, any amendment thereto and other document (including any joint filing
agreement) 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, 2004.
SANBORNS LLC
May 3, 2000 /s/ James M. Nakfoor
--------------------
By: James M. Nakfoor
Title: Manager
<PAGE>
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 5th day of May, 2000, by and between Mr. Carlos Slim Helu, Carlos Slim
Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit,
Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inmobiliaria Carso, S.A.
de C.V., Orient Star Holdings LLC, Grupo Carso, S.A. de C.V., Grupo Sanborns,
S.A. de C.V. and Sanborns LLC.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and
Schedule 13G (the "Filings") required to be filed by them pursuant to Section
13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with
respect to their respective ownership of any securities of CDnow, Inc. that are
required to be reported on any Filings. Each party to this Agreement further
agrees and covenants to the other parties that it will fully cooperate with such
other parties in the preparation and timely filing (and other delivery) of all
such Filings.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Carlos Slim Helu _
|
- --------------------------- |
|
Carlos Slim Domit | By: /s/ Rafael Robles
- --------------------------- | -------------------
| Rafael Robles
| Attorney-in-Fact
Marco Antonio Slim Domit | May 5, 2000
|
- --------------------------- |
|
Patrick Slim Domit |
|
- --------------------------- |
|
Maria Soumaya Slim Domit |
|
- --------------------------- |
|
Vanessa Paola Slim Domit |
|
- --------------------------- |
|
Johanna Monique Slim Domit |
|
- --------------------------- |
|
INMOBILIARIA CARSO, S.A. DE C.V. |
|
- --------------------------- |
By: Alejandro Escoto |
Title: Authorized Legal |
Representative |
|
ORIENT STAR HOLDINGS LLC |
|
- --------------------------- |
By: James M. Nakfoor |
Title: Manager |
|
GRUPO CARSO, S.A. DE C.V. |
|
- --------------------------- |
By: Alejandro Escoto |
Title: Authorized Legal |
Representative |
|
GRUPO SANBORNS, S.A. DE C.V. |
|
- ---------------------------- |
By: Alejandro Escoto |
Title: Authorized Legal |
Representative |
|
SANBORNS LLC |
|
- --------------------------- |
By: James M. Nakfoor |
Title: Manager |
