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)
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) 1
Prodigy Communications Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
74283 P 10 7
- --------------------------------------------------------------------------------
(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)
February 17, 1999
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box. |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 ("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>
CUSIP No. 74283 P 10 7
- -------------------------
- --------------------------------------------------------------------------------
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
40,809,411 Shares (See Item 5(a) and 5(b))
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
(See Item 5(a) and 5(b))
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
40,809,411 Shares (See Item 5(a) and 5(d))
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
(See Item 5(a) and 5(d))
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,809,411 Shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% (See Item 5(a))(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
(1) Based on 65,308,667 shares outstanding, which includes 60,490,377 shares
outstanding upon consummation of the Company's initial public offering
(including the exercise of the underwriters' overallotment option) and
2,409,145 shares issuable to each of Sears, Roebuck and Co. and IBM upon
exercise of their respective warrants in connection with the initial public
offering.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 74283 P 10 7
- -------------------------
- --------------------------------------------------------------------------------
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 SOURCE OF FUNDS* WC
(See Item 3)
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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
40,809,411 Shares (See Item 5(a) and 5(b))
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
(See Item 5(a) and 5(b))
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
40,809,411 Shares (See Item 5(a) and 5(d))
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
(See Item 5(a) and 5(d))
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,809,411 Shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% (See Item 5(a))(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- --------------------------------------------------------------------------------
(1) Based on 65,308,667 shares outstanding, which includes 60,490,377 shares
outstanding upon consummation of the Company's initial public offering
(including the exercise of the underwriters' overallotment option) and
2,409,145 shares issuable to each of Sears, Roebuck and Co. and IBM upon
exercise of their respective warrants in connection with the initial
public offering.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 74283 P 10 7
- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telefonos de Mexico, S.A. de C.V. ("Telmex")
- --------------------------------------------------------------------------------
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
11,412,500 Shares (See Item 5(a) and 5(b))
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
(See Item 5(a) and 5(b))
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
11,412,500 Shares (See Item 5(a) and 5(d))
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
(See Item 5(a) and 5(d))
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,412,500 Shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5% (See Item 5(a))(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- --------------------------------------------------------------------------------
(1) Based on 65,308,667 shares outstanding, which includes 60,490,377 shares
outstanding upon consummation of the Company's initial public offering
(including the exercise of the underwriters' overallotment option) and
2,409,145 shares issuable to each of Sears, Roebuck and Co. and IBM upon
exercise of their respective warrant in connection with the initial public
offering.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to shares of common stock, $.01 par value per share,
(the "Shares") of Prodigy Communications Corporation (the "Company"). The
address and principal executive offices of the Company is: 44 South Broadway,
White Plains, New York 10601.
Item 2. Identity and Background
This Statement is filed, pursuant to Rule 13d-1(f)(1) 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, a Mexican citizen, is filing for himself and on
behalf of members of his immediate family who own securities of the
Company as described herein. His business address is Parque Via 190,
Colonia Cuauhtemoc, 06599, Mexico, D.F., Mexico. His present principal
occupation or employment is Chairman of Telefonos de Mexico, S.A. de
C.V. ("Telmex") and Carso Global Telecom, S.A. de C.V. ("CGT").
Mr. Slim owns voting and economic interests in a trust, which owns a
majority of the outstanding voting equity securities of CGT. CGT may
be deemed to control Telmex through the regular-voting shares of
Telmex that it owns directly as well as through its interest in a
trust (the "Control Trust") that owns all of the outstanding Series AA
shares, without par value ("AA Shares"), of Telmex. The principal
beneficiaries of the Control Trust are CGT, which owns a 45.0%
economic and voting interest in the trust, SBC Communications, Inc.,
which owns a 24.5% economic and voting interest in the trust, and
France Telecom, which owns a 24.5% economic and voting interest in the
trust. Under the terms of the Control Trust, the trustee must vote all
shares held in the Control Trust as instructed by a simple majority of
the members of a technical committee appointed by the trust's
beneficiaries (except in the case of certain significant corporate
matters). The Control Trust entitles CGT to appoint a majority of the
members of such technical committee; therefore, CGT may be deemed to
control the Control Trust.
Through its ownership of all the outstanding AA Shares, the Control
Trust owns a majority of Telmex's outstanding regular voting equity
securities. Therefore, through the Control Trust, CGT may be deemed to
control Telmex. Accordingly, Mr. Slim and members of his immediate
family may be deemed to indirectly beneficially own all other
securities owned by the other Reporting Persons.
(2) CGT is a corporation organized in Mexico. CGT is a holding company
with interests in the Company and other telecommunications and media
companies. The address of CGT's principal business and office is
Insurgentes Sur 1500, Colonia Pena Pobre, Tlalpan, Mexico D.F., 14060.
(3) Telefonos de Mexico, S.A. de C.V. ("Telmex") is the leading provider
of local and long distance telephone services in Mexico. The Shares
beneficially owned directly by Telmex are held by Sercotel, S.A. de
C.V., a wholly-owned subsidiary of Telmex. Telmex's address is Parque
Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico.
The names, addresses, occupations and citizenship of executive
officers and directors of each of Telmex and CGT are set forth in
Schedule I hereto. None of the Reporting Persons nor, to the best of
their knowledge, any of the directors 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
Telmex purchased 2,000,000 Shares at an aggregate cost of $30 million
on February 17, 1999 in connection with the Company's initial public
offering (the "Telmex Purchase"). The funds used to consummate the
Telmex Purchase were obtained from the working capital of Telmex.
Item 4. Purpose of Transaction
The Telmex Purchase was made for investment purposes and to minimize
the dilution to the Reporting Persons resulting from the Company's
initial public offering (the "Prodigy IPO"). All other shares
beneficially owned, directly or indirectly, by Mr. Slim, CGT and
Telmex were acquired prior to the Prodigy IPO.
Based on their beneficial ownership of a majority of the Shares, the
Reporting Persons may be deemed to control the Company. The Shares
owned by the Reporting Persons were acquired and are held primarily
for investment purposes.
Depending upon general market and economic conditions affecting the
Company and the Shares, the Reporting Persons may purchase or sell
Shares from time to time in open market and/or private transactions.
Except as set forth above, none of the Reporting Persons has any
present plan or proposal which relates to or would result in any of
the actions or events enumerated in clauses (a) through (j) of Item 4
of Schedule 13D.
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:
Number % of Class
------ ----------
Mr. Carlos Slim Helu(1)............ 40,809,411 62.5%
CGT(2)............................. 40,809,411 62.5%
Telmex............................. 11,412,500 17.5%
- --------------------------------------------------------------------------------
(1) These Shares are beneficially owned through CGT and Telmex.
(2) Includes Shares beneficially owned through Telmex.
(b) Because Mr. Slim and members of his immediate family may be deemed to
control CGT and Telmex, Mr. Slim may be deemed to have the power to vote, or to
direct the voting of, any Shares of the Company owned by such persons. Except as
otherwise disclosed herein, none of the Reporting Persons shares voting power
with respect to any of the Shares.
(c) The only transaction effected in the last 60 days by the Reporting
Persons is the Telmex Purchase, as described in Item 3.
(d) Because Mr. Slim and members of his immediate family may be deemed to
control CGT and Telmex, Mr. Slim 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 of the Company owned by such persons. Except as disclosed herein,
no person other than the Reporting Persons has or will have any right to receive
or the power to direct the receipt of dividends from, or the proceeds of the
sale of Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Other than as disclosed herein, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to Shares of the
Company.
Item 7. Material To Be Filed as Exhibits
1. Powers of Attorney
2. Joint Filing Agreement
<PAGE>
SCHEDULE I
All of the individuals listed below are citizens of Mexico.
CARSO GLOBAL TELECOM, S.A. de C.V.
Insurgentes Sur 1500 Col. Pena Pobre Tlalpan, Mexico, D.F., 14060
<TABLE>
<CAPTION>
Name and Position Principal Occupation
- ----------------- --------------------
<S> <C>
Carlos Slim Helu (Director and Chairman of the Board) Chairman of the Board of the Company, CGT and
Telmex
Isidoro Ambe Attar (Director) Sales Director of Telmex
Fernando G. Chico Pardo (Director) President of Promecap, S.C.
Jaime Chico Pardo (Director) CEO of Telmex
Arturo Elias Ayub (Director) Regulatory Officer of Telmex
Claudio X. Gonzalez Laporte (Director) CEO and Chairman of the Board of Kimberly Clark
de Mexico
Humberto Gutierrez-Olvera Zubizarreta (Director) CEO of Condumex
Daniel Hajj Aboumrad (Director) CEO of Radio Movil Dipsa, S.A. de C.V.
Alfredo Sanchez Alcantara (Director) President of Consorcio Red Uno, S.A. de C.V.
Gerardo Sanchez Alcantara (Director) Private Investor
Carlos Slim Domit (Director) President of Grupo Carso, S.A. de C.V.
Marco A. Slim Domit (Director) President of Grupo Financiero Inbursa, S.A. de
C.V.
Patricio Slim Domit (Director) President of Industrias Nacobre
Eduardo Valdes Acra (Director) Vice-President of Grupo Financiero Inbursa, S.A.
de C.V.
Andres Vasquez del Mercado (Director) Marketing Director of the Company
</TABLE>
<PAGE>
EXECUTIVE OFFICERS
Name Position
- ---- --------
Roberto Isaac Rodriguez Galvez CEO
<PAGE>
All of the individuals listed below are citizens of Mexico, unless
otherwise indicated. An asterisk (* ) indicates citizens of the United States, a
cross (+) indicates citizens of France.
TELEFONOS DE MEXICO, S.A. de C.V.
Parque Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico
<TABLE>
<CAPTION>
Name and Position Principal Occupation
- ----------------- --------------------
<S> <C>
Carlos Slim Helu (Director and Chairman of the Board) Chairman of the Board of the Company, CGT and
Telmex
David Antonio Ibarra Munoz (Director) Consultant
Claudio X. Gonzalez (Director) President of the Board of Kimberly Clark de Mexico
Jaime Chico Pardo (Director) CEO of Telmex
Antonio Cosio Arino (Director) General Manager, Cia. Industrial De Tepeji Del
Rio, S.A. de C.V.
Amparo Espinosa Rugarcia (Director) Director, Centro de Documentacion y Estudios de
Mujeres, A.C.
Elmer Franco Macias (Director) President and Director, Grupo Infra, S.A. de C.V.
Angel Losada Moreno (Director) Executive Vice-President, Gigante, S.A. de C.V.
Romulo O'Farrill Jr. (Director) Chairman and General Manager, Novedades Editores,
S.A. de C.V.
Juan Antonio Perez Simon (Director) Vice Chairman of the Board of Telmex
Bernardo Quintana Isaac (Director) Executive Vice-President, Empresas ICA Sociedad
Controladora, S.A. de C.V.
Carlos Slim Domit (Director) General Manager, Sanborns Hnos., S.A.
John H. Atterbury III (Director)* President and CEO, SBC International Operations
Richard C. Dietz (Director)* President, SBC International Inc. (Mexico)
Claude Benmussa (Director)+ Director of Accounting and Financial Control,
France Telecom/Resources
Pierre Fortin (Director)+ President, France Cable et Radio Mexico, S.A. de
C.V.
Michel Hirsch (Director)+ Director, International Affairs, France Telecom
J. Cliff Eason (Director)* President, SBC International
Jean-Pierre Achouche (Director)+ Director of Public Networks, France Cables et
Radio de Mexico
Thierry Zylberberg (Director)+ General Manager, France Cables et Radio de Mexico
Bernard Perillon (Director)+ CFO, France Cables et Radio de Mexico
</TABLE>
EXECUTIVE OFFICERS
Name Position
- ---- --------
Pedro Cerisola y Weber Divisional Director, Metro West Region
Rafael Mendoza Ortiz Divisional Director, Metro East Region
Gerardo Leal Garza Divisional Director, Metro South Region
Jorge L. Suategui Esquivel Divisional Director, Central Region
Jose M. Pacheco Gamboa Divisional Director, Southeast Region
Javier Coca Muniz Divisional Director, Gulf-Pacific Region
Leopoldo Muro Pico Divisional Director, Western Region
Facundo Alonso Garcia Divisional Director, Northeast Region
Raymundo Paulin Velasco Divisional Director, Northwest Region
Miguel Angel Vera Garcia Divisional Director, North Region
Isidoro Ambe Attar Director, Retail Marketing
B. Andres Vazquez del Mercado Director, Residential Marketing
Arturo Elias Ayub Director, Commercial, Regulations and New
Technologies
Roberto I. Rodriguez Director of International Markets
Eduardo Gomez Chibli Technical Director and Director of
Long-Distance Services
Hector Slim Seade Director of Procurement
Oscar von Hauske Solis Director of Systems and Procedures
J. Adolfo Cerezo Perez Director of Finance and Administration
Javier Elguea Solis Director of Human Resources
Sergio Medina Noriega General Counsel
<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
By: /s/ EDUARDO VALDES
------------------
Eduardo Valdes
Attorney-in-Fact
March 1, 1999
_________________________
CARSO GLOBAL
TELECOM, S.A. DE C.V.
_________________________
By:
Title:
TELEFONOS DE MEXICO, S.A. DE C.V.
_________________________
By:
Title:
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page Number
-------------- ----------- -----------
1 Powers of Attorney 16
2 Joint Filing Agreement 19
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of common stock, $0.01 par value per share (the
"Securities") of Prodigy Communications Corporation, a Delaware corporation,
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
Schedules 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, 2003.
February 8, 1999 /s/ CARLOS SLIM HELU
---------------------
Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of common stock, $0.01 par value per share (the
"Securities") of Prodigy Communications Corporation, a Delaware corporation,
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
Schedules 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, 2003.
CARSO GLOBAL TELECOM, S.A. DE C.V.
February 8, 1999 /s/ CARLOS SLIM HELU
--------------------
By: Carlos Slim Helu
Title: Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of common stock, $0.01 par value per share (the
"Securities") of Prodigy Communications Corporation, a Delaware corporation,
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
Schedules 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, 2003.
TELEFONOS DE MEXICO, S.A. DE C.V.
February 8, 1999 /s/ ADOLFO CEREZO
------------------
By: Adolfo Cerezo
<PAGE>
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 8th day of February, 1999, by and between Mr. Carlos Slim Helu, Carso
Global Telecom, S.A. de C.V. and Telefonos de Mexico, 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 Form 3, 4 or 5 or
Schedules 13D and Schedule 13G (the "Filings") and any and all amendments
thereto and any other document relating thereto required to be filed by them
pursuant to the Securities Exchange Act of 1934, as amended, with respect to
their respective ownership of any securities of Prodigy Communications
Corporation 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 required to be filed pursuant to the
Exchange Act, any amendment thereto and any other document relating thereto and
any exhibit thereto with the United States Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
_________________________
Carlos Slim Helu
By: /s/ EDUARDO VALDES
------------------
Eduardo Valdes
Attorney-in-Fact
February 8, 1999
_________________________
CARSO GLOBAL
TELECOM, S.A. DE C.V.
_________________________
By:
Title:
TELEFONOS DE MEXICO, S.A. DE C.V.
_________________________
By:
Title:
