- --------------------
CUSIP No. 848636304 13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Splitrock Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
848636304
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(CUSIP Number)
December 31, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
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
Telephone: 011-525-540-9200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY 14,075,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
14,075,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,075,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer:
Splitrock Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
9012 New Trails Drive
The Woodlands, TX 77381
Item 2.
(a) Name of Persons Filing:
This Statement is filed, pursuant to Rule 13d-1(d) under the
Securities Exchange Act of 1934, as amended, by the persons listed
below.
(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"), directly and through their
ownership of the voting and economic interests in a Mexican trust and
a Mexican corporation, own a majority of the outstanding voting equity
securities of Carso Global Telecom, S.A. de C.V. ("CGT").
(2) CGT is a holding company with interests in the Company and
other telecommunications and media companies.
(b) Address of Principal Business Office:
(i) The principal business address for each member of the Slim Family
is:
Paseo de las Palmas 736
Colonia Lomas de Chapultepec
Mexico Q.D.F. 11000
MEXICO
(ii) CGT's principal business address is:
Insurgentes Sur #1500
Col. Pena Pobre Tlalpan
MEXICO, D.F. 14060
(c) Citizenship:
Each member of the Slim Family is a Mexican citizen, and CGT is a
Mexican corporation.
(d) Title of Class of Securities:
Common Stock, $.001 par value ("Common Stock").
(e) CUSIP Number:
848636304
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a(n):
(a) |_| Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) |_| Insurance Company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c)
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act (15 (U.S.C. 80a-8)
(e) |_| Person registered as an investment adviser under Section 203
of the Investment Advisers Act of 1940
(15 U.S.C. 80b-3) or under the laws of any state.
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or Control Person in accordance with
ss.240.13d-1(b)(ii)(G)
(h) |_| Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3)
(j) |_| Group in accordance with ss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
CGT directly owns, as of December 31, 1999, 14,075,000 shares of
Common Stock. The Slim Family, directly and through their ownership of
the voting and economic interests in a Mexican trust and a Mexican
corporation, own a majority of the outstanding voting equity
securities of CGT. Thus, all shares of Common Stock owned by CGT are
deemed to be beneficially owned by each member of the Slim Family.
(b) Percent of Class:
The shares of Common Stock held by the Slim Family and CGT constitute
approximately 24.8% of the outstanding Common Stock of the issuer
(based on the information contained in the Company's quarterly report
on Form 10-Q for the quarter ended September 30, 1999).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
14,075,000 shares of Common Stock
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to direct the disposition of:
14,075,000 shares of Common Stock
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
than five percent of the class of securities, check the following:|_|
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
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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 such 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>
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
--------------------------- | ----------------
| Eduardo Valdes
Marco Antonio Slim Domit | Attorney-in-Fact
--------------------------- | February 14, 2000
Patrick Slim Domit |
-------------------------- |
|
Maria Soumaya Slim Domit |
-------------------------- |
|
Vanessa Paola Slim Domit |
-------------------------- |
|
Johanna Monique Slim Domit |
-------------------------- |
|
|
CARSO GLOBAL TELECOM, S.A. DE C.V. |
/s/ Alejandro Escoto |
--------------------------- |
By: Alejandro Escoto |
Title: Chief Financial Officer |
|
|
|
|
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 relating thereto, and to file on my behalf any such Filings
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, 2004.
/s/ Carlos Slim Helu
--------------------
February 14, 2000 By: Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 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 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
---------------------
February 14, 2000 By: Carlos Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 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 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
----------------------------
February 14, 2000 By: Marco Antonio Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 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 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
----------------------
February 14, 2000 By: Patrick Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 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 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
----------------------------
February 14, 2000 By: Maria Soumaya Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 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 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
----------------------------
February 14, 2000 By: Vanessa Paola Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 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 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
------------------------------
February 14, 2000 By: Johanna Monique Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of shares of Common Stock, $.001 par value (the "Securities")
of Splitrock Services, Inc., a corporation organized under the laws of Delaware
(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 relating thereto, and to file on my behalf any such Filings
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, 2004.
CARSO GLOBAL TELECOM, S.A. DE C.V.
/s/ Alejandro Escoto
February 14, 2000 ---------------------------------
By: Alejandro Escoto
Title: Chief Financial Officer
<PAGE>
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 7th day of February, 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 and Carso Global
Telecom, S.A. de C.V.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on any Form 3, 4 or
5 or Schedule 13D or 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
Splitrock Services, Inc. that are required to be reported on any such 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Carlos Slim Helu
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Carlos Slim Domit By: /s/ Eduardo Valdes
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Eduardo Valdes
Marco Antonio Slim Domit Attorney-in-Fact
------------------------- February 14, 2000
Patrick Slim Domit
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Maria Soumaya Slim Domit
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Vanessa Paola Slim Domit
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Johanna Monique Slim Domit
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CARSO GLOBAL TELECOM, S.A. DE C.V.
By: Alejandro Escoto
Title: Chief Financial Officer
