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)
(Amendment No. 2)1
Prodigy Communications Corporation
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(Name of Issuer)
Class A Common Stock, $.01 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
74283P107
------------------------------------------------------
(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, 11000
Mexico, D.F., Mexico
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 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 that 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.
(Page 1 of 43 pages)
(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>
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CUSIP No. 74283P107 13D Page 2 of 43
----------------------- -----------------------
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 3 of 43
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 4 of 43
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 5 of 43
----------------------- -----------------------
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 6 of 43
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 7 of 43
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 8 of 43
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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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 9 of 43
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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)
---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 41,910,111 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
41,910,111 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,910,111 Class A Common 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)
60% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 10 of 43
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telefonos de Mexico, 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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 12,513,200 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,513,200 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,513,200 Class A Common 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)
17.9% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 74283P107 13D Page 11 of 43
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telmex Financial Ventures, 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 ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 12,513,200 Class A Common Shares
BY (See Items 5(a) and 5(b))
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,513,200 Class A Common Shares
(See Items 5(a) and 5(b))
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,513,200 Class A Common 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)
17.9% (See Item 5(a))
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IV
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (this "Statement") relates to the
Class A Common Stock, par value $0.01 per share (the "Class A Common Shares") of
Prodigy Communications Corporation, a Delaware corporation ("Prodigy"), with its
principal executive offices located at 44 South Broadway, White Plains, NY
10601.
Item 2. Identity and Background.
This Statement is filed 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"),
directly and indirectly own a majority of the outstanding voting securities of
Carso Global Telecom, S.A. de C.V. ("CGT"). As a result, ownership of all Class
A Common Shares owned directly, and deemed owned indirectly, by CGT is deemed to
be shared among each member of the Slim Family.
(2) CGT, a sociedad anonima de capital variable organized under the
laws of the United Mexican States, is a holding company with interests in
Prodigy and other telecommunications and media companies.
CGT may be deemed to control Telefonos de Mexico, S.A. de C.V.
("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 a
majority of the outstanding regular voting securities of Telmex. The principal
beneficiaries of the Control Trust are CGT, which owns a 59.53% economic and
voting interest in the Control Trust, and SBC Communications, Inc. ("SBC"),
which owns a 32.45% economic and voting interest in the Control 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 Control 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. As a result, ownership of all Class A
Common Shares owned directly, and deemed owned indirectly, by Telmex is deemed
to be shared by the Slim Family and CGT.
(3) Telmex, a sociedad anonima de capital variable organized under the
laws of the United Mexican States, is the leading provider of local and long
distance telephone services in Mexico. The Class A Common Shares beneficially
owned by Telmex are owned indirectly through its wholly-owned subsidiary, Telmex
Financial Ventures, LLC, a Delaware limited liability company (formerly
Technology and Internet, LLC, "TFV"), with interests in Prodigy and other
securities.
The names, addresses, principal occupations and citizenship of each
member of the Slim Family, the executive officers and directors of each of CGT
and Telmex, and each manager and member of TFV (and each person controlling such
member), are set forth in Exhibit A hereto. Neither any member of the Slim
Family nor any member (or any person controlling such member), manager,
executive officer or director set forth in Schedule I hereto has been, during
the last five years, (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) 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 required to purchase the Class A Common
Shares described in Item 5(a) as beneficially owned by each member of the Slim
Family, CGT, Telmex, and TFV was approximately $336.8 million, in the case of
Class A Common Shares owned directly by CGT, and approximately $118,373,607
million, in the case of Class A Common Shares owned by Telmex indirectly through
TFV. The funds used to purchase these Class A Common Shares were obtained from
the respective working capital of CGT and Telmex.
Item 4. Purpose of Transaction.
All of the Class A Common Shares beneficially owned by the Reporting
Persons were acquired for investment purposes. Except as set forth in this
Statement and the Voting Agreement (as defined in Item 6 herein), none of the
Reporting Persons currently have plans or proposals which relate to or which
would result in any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of the instructions to Schedule 13D. However, from time to
time the Reporting Persons may consider and may explore the possibility of
acquiring additional Class A Common Shares, disposing of Class A Common Shares
or entering into corporate transactions involving Prodigy (including, but not
limited to, joint ventures and/or other commercial arrangements with Prodigy).
The Reporting Persons reserve the right to formulate plans or proposals
regarding Prodigy 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.
This Statement is filed to show an increase in the number of Class A
Common Shares beneficially owned by the Slim Family, CGT, Telmex and TFV.
(a) The Reporting Persons have, as of the date hereof, the following
interests in Class A Common Shares:
Class A Common Shares
-------------------------------
Number % of Class(1)
--------- -------------
Carlos Slim Helu(2)................ 41,910,111 60%
Carlos Slim Domit(2)............... 41,910,111 60%
Marco Antonio Slim Domit(2)........ 41,910,111 60%
Patrick Slim Domit(2).............. 41,910,111 60%
Maria Soumaya Slim Domit(2)........ 41,910,111 60%
Vanessa Paola Slim Domit(2)........ 41,910,111 60%
Johanna Monique Domit(2)........... 41,910,111 60%
CGT(3)............................. 41,910,111 60%
Telmex(4).......................... 12,513,200 17.9%
TFV................................ 12,513,200 17.9%
(1) Based on the number of Class A Common Shares outstanding as contained in the
most recently available filing with the Securities and Exchange Commission.
(2) These Class A Common Shares are beneficially owned through CGT and TFV.
(3) Includes Class A Common Shares beneficially owned through TFV.
(4) These Class A Common Shares are beneficially owned through TFV.
(b) The Slim Family may be deemed to share the power to vote, to direct
the voting of, to dispose or to direct the disposition of any Class A Common
Shares owned by CGT, Telmex or TFV; CGT may be deemed to have the power to vote,
to direct the voting of, to dispose or to direct the disposition of any Class A
Common Shares owned by Telmex or TFV; and Telmex may be deemed to have the power
to vote, to direct the voting of, to dispose or to direct the disposition of any
Class A Common Shares owned by TFV. Except as otherwise disclosed herein, none
of the Reporting Persons shares voting power with respect to any of the Class A
Common Shares.
(c) All transactions in Class A Common Shares required to be disclosed
herein and effected by the Reporting Persons for the period beginning 60 days
prior to the event which requires the filing of this Statement, and ending on
the date of this filing, are listed in Exhibit B hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
On November 19, 1999, CGT and Telmex entered into a Voting Agreement
(the "Voting Agreement") with SBC. By its terms, the Voting Agreement, except
for Section 7 thereof, has terminated. Pursuant to Section 7 of the Voting
Agreement, SBC must vote, and must cause its subsidiaries to vote, all Class A
Common Shares and all shares of Class B Common Stock, par value $.01 per share,
of Prodigy in favor of electing three nominees of CGT and Telmex to the board of
directors of Prodigy at any shareholders' meeting held for such purpose. As more
fully explained in the Voting Agreement, the number of such nominees for which
SBC is obligated to vote may decrease if Telmex or CGT transfers the Class A
Common Shares held by it to an unaffiliated party.
Item 7. Exhibits.
Exhibit A.................... Information about the Reporting Persons
Exhibit B.................... Transactions in Class A Common Shares
Exhibit C.................... Powers of Attorney
Exhibit D.................... Joint Filing Agreement
Exhibit E.................... Voting Agreement
<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 Acra
-------------------------
-------------------------------------- Eduardo Valdes Acra
Marco Antonio Slim Domit Attorney-in-Fact
September 13, 2000
--------------------------------------
Patrick Slim Domit
--------------------------------------
Maria Soumaya Slim Domit
--------------------------------------
Vanessa Paola Slim Domit
--------------------------------------
Johanna Monique Slim Domit
--------------------------------------
CARSO GLOBAL
TELECOM, S.A. DE C.V.
--------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
TELEFONOS DE MEXICO, S.A. DE C.V.
--------------------------------------
By: Adolfo Cerezo Perez
Title: Chief Financial Officer
TELMEX FINANCIAL VENTURES, LLC
--------------------------------------
By: Alfonso Lara Lopez
Title: Manager
--------------------------------------
By: Roberto Isaac Rodriguez
Title: Manager
<PAGE>
EXHIBIT A
All of the individuals listed below are citizens of Mexico, unless
otherwise indicated. An asterisk (* ) indicates citizens of the United States,
and a cross (+) indicates citizens of France.
THE SLIM FAMILY
Paseo de las Palmas 736, Colonia Lomas de Chapultepec,
11000, Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Carlos Slim Helu Chairman of the Board of Telmex and CGT
Carlos Slim Domit Chairman of Grupo Carso, S.A. de C.V.
Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, S.A. de C.V.
Patrick Slim Domit Vice Chairman of the Board of Grupo Carso, S.A.
de C.V.
Maria Soumaya Slim Domit President of Asociacion Carso AC
Vanessa Paola Slim Domit Private Investor
Johanna Monique Slim Domit Private Investor
<PAGE>
CARSO GLOBAL TELECOM, S.A. de C.V.
Insurgentes Sur 1500 Col. Pena Pobre Tlalpan, 14060 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Carlos Slim Helu Chairman of the Board of Telmex and CGT
(Director and Chairman of the Board)
Jaime Chico Pardo (Director and CEO of Telmex
Vice Chairman of the Board)
Arturo Elias Ayub (Director) Corporate Director of Telmex
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of
Kimberly Clark de Mexico
Daniel Hajj Aboumrad (Director) CEO of Radio Movil Dipsa, S.A. de C.V.
(Telcel)
Carlos Slim Domit (Director) Chairman of Grupo Carso, S.A. de C.V.
Jose Kuri Harfush CEO of Janel, S.A. de C.V.
Juan Antonio Perez Simon Vice Chairman of the Board of Telmex
EXECUTIVE OFFICERS
Name Position
---- --------
Roberto Isaac Rodriguez Galvez CEO
Alejandro Escoto Cano CFO
<PAGE>
TELEFONOS DE MEXICO, S.A. DE C.V.
Parque Via 190, Oficina 1016, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Carlos Slim Helu (Director and Chairman of the Board of CGT and
Chairman of the Board) Telmex
David Ibarra Munoz (Director) Consultant of CEPAL and United
Nations
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of
Kimberly Clark de Mexico
Jaime Chico Pardo (Director) CEO of Telmex
Antonio Coslo Arino (Director) President, Compania Industrial
Tepeji Del Rio, S.A. de C.V.
Amparo Espinosa Rugarcia (Director) President, Documentacion y Estudio
de Mujeres, A.C.
Elmer Franco Macias (Director) President, 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 of the Board and President,
Novedades Editores, S.A. de C.V.
Juan Antonio Perez Simon (Director) Vice Chairman of the Board of Telmex
Bernardo Quintana Isaac (Director) President, Grupo ICA, S.A. de C.V.
Carlos Slim Domit (Director) Chairman of Grupo Carso, S.A. de C.V.
Richard C. Dietz (Director)* President, SBC Global Markets
Pierre Fortin (Director)+ Consultant
Emilio Azcarraga Jean (Director) Chairman and President of Grupo
Televisa, S.A. de C.V.
Fernando Senderos Mestre (Director) Chairman and CEO of Desc, S.A. de C.V.
Alejandro Soberon Kuri (Director) Chairman and CEO of Corporacion
Interamericana de Entretenimiento,
S.A. de C.V.
Edward A. Mueller (Director)* President SBC International Inc.
Mark E. Royce (Director)* President SBC International
Management Services Inc.
Janet M. Duncan (Director)* Director Finance SBC International Inc.
Laurent Mialet (Director)+ Executive Vice President International
France Telecom Latin America,
Africa, Asia
EXECUTIVE OFFICERS
Name Position
---- --------
Jesus Rafael Mendoza Ortiz Divisional Director, West Metro
Jose Covarrubias Bravo Divisional Director, East Metro
Gerardo Leal Garza Divisional Director, South Metro
Jorge L. Suastegui Esquivel Divisional Director, Center
Jose M. Pacheco Gamboa Divisional Director, Southeast
Javier Coca Muniz Divisional Director, Gulf-Pacific
Miguel Angel Gonzalez Arriaga Divisional Director, West
Facundo Alonso Garcia Divisional Director, Northeast
Raymundo Paulin Velasco Divisional Director, Northwest
Miguel Angel Vera Garcia Divisional Director, North
Isidoro Ambe Attar Corporate Director, Corporate Market
Patrick Slim Domit Corporate Director, Residential Market
Daniel Hajj Aboumrad Corporate Director, Wireless and
Affiliates
Arturo Elias Ayub Corporate Director, Internet,
Regulation and Communication
Eduardo Gomez Chibli Corporate Director, Technical and
Long Distance
Javier Mondragon Alarcon Corporate Director, Legal Affairs
Hector Slim Seade Corporate Director, Operational Support
Oscar Von Hauske Solis Corporate Director, Telecommunications
Operators, Systems and Processes
Adolfo Cerezo Perez Corporate Director, Finance and
Administration
Javier Elguea Solis Corporate Director, Human Resources
<PAGE>
TELMEX FINANCIAL VENTURES, LLC
1105 North Market Street, Suite 1300, Wilmington, DE 19801
Name and Position Principal Occupation
----------------- --------------------
Telmex, member See above
Sercotel, S.A. de C.V. ("Sercotel"), member Sercotel is a sociedad anonima de
capital variable organized under
the laws of the United Mexican
States and is a holding company and
wholly-owned subsidiary of Telmex.
Adolfo Cerezo Perez, Manager Corporate Director of Telmex
Roberto Isaac Rodriguez, Manager CEO of CGT
Alfonso Lara Lopez, Manager Chief Financial Officer, Telmex
USA, LLC
<PAGE>
EXHIBIT B
For the period beginning 60 days prior to the event which requires the
filing of this Statement and ending on the date of this filing, Telmex Financial
Ventures, LLC effected the following purchases of Class A Common Shares on the
NASDAQ.
Trade Date Number of Shares Price Per Share
---------- ---------------- ---------------
8/8/2000 48,000 $6.65630
8/9/2000 11,412,500 6.18750
8/9/2000 35,000 6.53125
8/10/2000 37,000 7.03125
8/11/2000 19,000 7.13650
8/14/2000 8,000 7.53125
8/15/2000 52,000 7.62500
8/16/2000 62,000 7.62500
8/17/2000 48,000 7.62500
8/18/2000 20,000 7.65630
8/21/2000 30,000 7.52000
8/25/2000 23,000 7.62500
8/28/2000 20,000 7.65630
8/30/2000 19,000 7.84380
9/1/2000 30,000 7.45312
9/5/2000 20,000 7.78130
9/6/2000 3,000 7.56250
9/8/2000 23,000 7.65630
<PAGE>
EXHIBIT C
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Carlos Slim Domit
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Marco Antonio Slim Domit
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Patrick Slim Domit
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Maria Soumaya Slim Domit
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Vanessa Paola Slim Domit
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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
September 7, 2000 ------------------------------
Johanna Monique Slim Domit
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent 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/ Eduardo Valdes Acra
September 7, 2000 ------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
TELEFONOS DE MEXICO, S.A. DE C.V.
/s/ Adolfo Cerezo Perez
September 7, 2000 ------------------------------
By: Adolfo Cerezo Perez
Title: Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
-----------------
I, a beneficial holder of shares of Class A Common Stock, $.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 each of Eduardo Valdes Acra, Adolfo Cerezo
Perez 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 and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, 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
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
TELMEX FINANCIAL VENTURES, LLC
/s/ Alfonso Lara Lopez
September 7, 2000 ------------------------------
By: Alfonso Lara Lopez
Title: Manager
/s/ Roberto Isaac Rodriguez
------------------------------
By: Roberto Isaac Rodriguez
Title: Manager
<PAGE>
JOINT FILING AGREEMENT
----------------------
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 7th day of September, 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, Carso Global
Telecom, S.A. de C.V., Telefonos de Mexico, S.A. de C.V. and Telmex Financial
Ventures, LLC.
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 4 or
Schedule 13D or 13G and any and all amendments thereto and any other document or
exhibit relating thereto (including any joint filing agreement) (collectively,
the "Filings") 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. 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/ Eduardo Valdes Acra
------------------------------
---------------------------------- Eduardo Valdes Acra
Marco Antonio Slim Domit Attorney-in-Fact
September 7, 2000
----------------------------------
Patrick Slim Domit
----------------------------------
Maria Soumaya Slim Domit
----------------------------------
Vanessa Paola Slim Domit
----------------------------------
Johanna Monique Slim Domit
----------------------------------
CARSO GLOBAL
TELECOM, S.A. DE C.V.
----------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
TELEFONOS DE MEXICO, S.A. DE C.V.
----------------------------------
By: Adolfo Cerezo Perez
Title: Chief Financial Officer
TELMEX FINANCIAL VENTURES, LLC
----------------------------------
By: Alfonso Lara Lopez
Title: Manager
----------------------------------
By: Roberto Isaac Rodriguez
Title: Manager
<PAGE>
EXHIBIT E
VOTING AGREEMENT (the "Agreement"), dated as of November 19, 1999,
among the undersigned stockholders (the "Stockholders") of Prodigy
Communications Corporation, a Delaware corporation ("Prodigy"), and SBC
Communications Inc., a Delaware corporation ("SBC"). Except as otherwise
provided herein, capitalized terms that are used but not otherwise defined
herein shall have the meaning assigned to such terms in the Investment Agreement
(as defined below).
WHEREAS, contemporaneously with the execution of this Agreement,
Prodigy, Prodigy Sub, Operating Partnership, SBC, and SBC Sub have entered into
an Investment, Issuance, Contribution and Assumption Agreement (the "Investment
Agreement"), providing for, among other things, the approval and adoption of the
Restated Certificate of Incorporation and the Amended and Restated By-Laws
(collectively, the "Charter and By-Law Amendments") and the approval of the
Investment Share Issuance, the Prodigy Contribution, the Unit Issuance and SBC
Contribution and the other transactions contemplated thereby (collectively, the
"Transactions") upon the terms and subject to the conditions set forth in the
Investment Agreement, and setting forth certain representations, warranties,
covenants and agreements of the parties thereto in connection with the
Transactions and the Charter and By-Law Amendments;
WHEREAS, contemporaneously with the execution of this Agreement,
Prodigy, Operating Partnership, SBC and SBC Sub have entered into a Strategic
and Marketing Agreement (the "Strategic Agreement"), providing for the
transactions contemplated thereby upon the terms and subject to the conditions
set forth in the Strategic Agreement;
WHEREAS, the Investment Agreement contemplates the execution and
delivery of this Agreement; and
WHEREAS, in order to induce SBC and SBC Sub to enter into the
Investment Agreement and the Strategic Agreement, the Stockholders wish to agree
(i) to deliver to SBC an irrevocable proxy to Vote (as defined in Section 2
hereof) the Shares (as defined in Section 1 hereof) and any other such shares of
capital stock of Prodigy so as to approve and adopt the Investment Agreement,
the Strategic Agreement and the transactions contemplated thereby, the
Transactions and the Charter and By-Law Amendments and (ii) not to transfer or
otherwise dispose of any of the Shares, or any other shares of capital stock of
Prodigy acquired hereafter and prior to the termination of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Stockholders. Each of the Stockholders represents
and warrants to SBC and SBC Sub that (a) such Stockholder lawfully owns
beneficially (as such term is defined in Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) and of record each of the shares
of Common Stock, par value $0.01 per share (the "Prodigy Common Stock"), of
Prodigy set forth opposite such Stockholder's name on Exhibit A hereto (such
Stockholder's "Shares") free and clear of all Liens, claims, charges, security
interests or other encumbrances and, except for this Agreement and the
Investment Agreement, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which such
Stockholder is a party relating to the pledge, disposition or Voting of any
shares of capital stock of Prodigy and there are no Voting trusts or Voting
agreements with respect to such Shares, (b) such Stockholder does not
beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any
shares of Prodigy Common Stock other than such Shares and does not have any
options, warrants or other rights to acquire any additional shares of capital
stock of Prodigy or any security exercisable for or convertible into shares of
capital stock of Prodigy, (c) such Stockholder has full power and authority and
has taken all actions necessary to enter into, execute and deliver this
Agreement and to perform fully such Stockholder's obligations hereunder. This
Agreement has been duly executed and delivered and constitutes the legal, valid
and binding obligation of such Stockholder enforceable against such Stockholder
in accordance with its terms, subject to the Bankruptcy and Equity Exception,
(d) other than filings under the Exchange Act, no notices, reports or other
filings are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity, in connection with the execution
and delivery of this Agreement by such Stockholder, and (e) the execution,
delivery and performance of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, violate, conflict with or constitute a breach of, or a default under, the
certificate of incorporation or by-laws of such Stockholder or any or their
comparable governing instruments or result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation, modification or
acceleration) (whether after the giving of or the passage of time of both) under
any Contract to which such Stockholder is a party or which is binding on it or
its assets and will not result in the creation of any Lien on, or security
interest in, any of the assets on properties of such Stockholder.
2. Agreement to Deliver Proxy. Each of the Stockholders agrees to
deliver to SBC on the date hereof an irrevocable proxy substantially in the form
attached hereto as Exhibit B to Vote such Stockholder's Shares (a) in favor of
adoption and approval of the Investment Agreement, the Strategic Agreement and
the transactions contemplated thereby, the Transactions and the Charter and
By-Law Amendments at every meeting of the stockholders of Prodigy at which such
matters are considered and at every adjournment or postponement thereof, (b)
against any action or agreement that would compete with, impede, interfere with
or tend to discourage the Transactions or inhibit the timely consummation of the
Transactions, (c) against any action or agreement that would result in a breach
in any material respect of any covenant, representation or warranty or any other
obligation of Prodigy or Operating Partnership under the Investment Agreement or
the Strategic Agreement and (d) except for the Transactions and the Investment
Agreement, against any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of Prodigy or its Subsidiaries. The proxy delivered by each of
the Stockholders pursuant to this Section 2 shall be irrevocable during the term
of this Agreement to the extent permitted under Delaware law. For purposes of
this Agreement, "Vote" shall include voting in person or by proxy in favor of or
against any action, otherwise consenting or withholding consent in respect of
any action (including, but not limited to, consenting in accordance with Section
228 of the Delaware General Corporation Law) or taking other action in favor of
or against any action. "Voting" shall have a correlative meaning.
3. No Voting Trusts. Each of the Stockholders agrees that they will
not, nor will they permit any entity under their control to, deposit any of its
Shares or New Shares (as defined in Section 6 hereof) in a Voting trust or
subject any of their Shares or New Shares to any arrangement with respect to the
Voting of such Shares or New Shares other than agreements entered into with SBC
or SBC Sub.
4. No Proxy Solicitations. Each of the Stockholders agrees that such
Stockholder will not, nor will such Stockholder permit any entity under such
Stockholder's control, (a) to solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Transactions
or otherwise encourage or assist any party in taking or planning any action
which would compete with, impede, interfere with or tend to discourage the
Transactions or inhibit the timely consummation of the Transactions in
accordance with the terms of the Investment Agreement, (b) to directly or
indirectly encourage, initiate or cooperate in a stockholders' Vote or action by
consent of Prodigy's stockholders in opposition to or in competition with the
consummation of the Transactions, or (c) to become a member of a "group" (as
such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of Prodigy for the purpose of opposing or competing with the
consummation of the Transactions; provided, that the foregoing shall not
restrict any director of Prodigy from taking any action such director reasonably
believes after consultation with outside counsel is necessary to satisfy such
director's fiduciary duty to stockholders of Prodigy.
5. Transfer and Encumbrance. On or after the date hereof and during the
term of this Agreement, each of the Stockholders agrees not to transfer, sell,
offer, exchange, pledge or otherwise dispose of or encumber any of such
Stockholder's Shares or New Shares.
6. Additional Purchases. Each of the Stockholders agrees that such
Stockholder will not purchase or otherwise acquire beneficial ownership (as such
term is used in Rule 13d-3 of the Exchange Act) of any shares of Prodigy Common
Stock after the execution of this Agreement ("New Shares"), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of Prodigy Common Stock other than the Shares, unless such Stockholder
agrees to deliver to SBC immediately after such purchase or acquisition an
irrevocable proxy substantially in the form attached hereto as Exhibit C with
respect to such New Shares. Each of the Stockholders also severally agrees that
any New Shares acquired or purchased by him or her shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Agreement to Vote Shares. (i) SBC shall vote or cause any of its
Subsidiaries to vote all shares of Class A Common Stock and Class B Common Stock
owned or held of record by SBC or any of its Subsidiaries at any meeting of
Prodigy stockholders held for such purpose in favor of electing three persons
designated by the Stockholders in writing to SBC prior to such meeting (each
such person, a "Stockholder Designee") as Class A Directors (as defined in the
Restated Certificate of Incorporation) to the board of directors of Prodigy;
provided, however, that at any time that a First Telmex/Carso Triggering Event
(as defined in the Restated Certificate of Incorporation) occurs, SBC shall vote
or cause any of its Subsidiaries to vote such shares in favor of electing two
Stockholder Designees as Class A Directors to the board of directors of Prodigy;
provided, further, that at any time a Second Telmex/Carso Triggering Event (as
defined in the Restated Certificate of Incorporation) occurs, SBC shall vote or
cause any of its Subsidiaries to vote such shares in favor of electing one
Stockholder Designee as a Class A Director to the board of directors of Prodigy;
provided, further, that at any time that a Third Telmex/Carso Triggering Event
(as defined below) occurs, SBC's obligation to vote or cause any of its
Subsidiaries to vote such shares in favor of electing any Stockholder Designees
as Class A Directors to the board of directors of Prodigy shall terminate. For
purposes of this Agreement, "Third Telmex/Carso Triggering Event" means any time
that Telefonos de Mexico, S.A. de C.V. ("Telmex") and Carso Global Telecom, S.A.
de C.V. ("Carso"), acting separately or jointly, shall have transferred (other
than to an Affiliate within the same corporate group) in the aggregate (i.e.,
together with all other shares of Prodigy Common Stock previously transferred by
Telmex or Carso other than to an Affiliate within the same corporate group) a
number of shares of Prodigy Common Stock constituting an aggregate of one
hundred percent (100%) of the number of shares of Prodigy Common Stock owned or
held of record by Telmex and Carso as of the date hereof (subject to adjustment
in accordance with Article FOURTH, Clause (b)(iv) of the Restated Certificate of
Incorporation); provided, that calculations of whether the Third Telmex/Carso
Triggering Event has occurred shall be made on the same basis as the
calculations of whether First or Second Telmex/Carso Triggering Events have
occurred in accordance with the Restated Certificate of Incorporation. (ii) If
at any time there shall be a vacancy with respect to a Class A Director on the
board of directors of Prodigy such that the number of Class A Directors on the
board of directors of Prodigy does not include the number of Stockholder
Designees provided for in Section 7(i) above, the Class B Directors shall vote
to fill such vacancy with a Stockholder Designee in order to give effect to
Section 7(i) above; provided that at any time that a Third Telmex/Carso
Triggering Event occurs, the Class B Directors' obligation to vote to fill any
such vacancies with a Stockholder Designee shall terminate.
8. Specific Performance. Each party hereto acknowledges that it will be
impossible to measure in money the damage to the other party if a party hereto
fails to comply with any of the obligations imposed by this Agreement, that
every such obligation is material and that, in the event of any such failure,
the other party will not have an adequate remedy at law or damages. Accordingly,
each party hereto agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto agrees that it will
not seek, and agrees to waive any requirement for, the securing or posting of a
bond in connection with any other party's seeking or obtaining such equitable
relief.
9. Entire Agreement; Amendment; Waiver. This Agreement (including the
exhibits hereto) supersedes all prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof and contains the entire
agreement among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof
may be modified or waived, except by an instrument in writing signed by all the
parties hereto. No waiver of any provisions hereof by any party shall be deemed
a waiver of any other provisions hereof by any such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party.
10. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to SBC:
SBC Communications Inc.
175 East Houston Street
San Antonio, Texas 78205
Attention: James S. Kahan Senior Vice President
Corporate Development
Telecopy: 210-351-5034
With copies, which shall not constitute notice, to:
SBC Communications Inc.
175 East Houston Street
San Antonio, Texas 7870
Attention: Senior Counsel - M&A
Telecopy: 210-351-3488
and
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Joseph B. Frumkin
Keith A. Pagnani
Telecopy: (212) 558-3588
If to a Stockholder, to the address or telecopy number set forth for
such Stockholder on the signature page hereof:
With a copy to:
Prodigy Communications Corporation
44 South Broadway
White Plains, New York 10601
Attention: Andrea S. Hirsch
Telecopy: 914-448-8198
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
11. Miscellaneous.
(a) Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT
TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS
PRINCIPLES.
(b) Venue; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit
to the jurisdiction of the courts of the State of Delaware and the Federal court
of the United States of America located in the State of Delaware solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents governed by Delaware law referred to in this
Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is
not subject thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a
Delaware State or Federal court. The parties hereby consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section
10 of this Agreement or in such other manner as may be permitted by law shall be
valid and sufficient service thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11 (b).
(c) Severability. In the event that any provision of the Agreement is
held to be illegal, invalid or unenforceable in a final, unappealable order or
judgment (each such provision, an "invalid provision"), then such provision
shall be severed from this Agreement and shall be inoperative and the parties
promptly shall negotiate in good faith a lawful, valid and enforceable provision
that is as similar to the invalid provision as may be possible and that
preserves the original intentions and economic positions of the parties as set
forth herein to the maximum extent feasible, while the remaining provisions of
this Agreement shall remain binding on the parties hereto. Without limiting the
generality of the foregoing sentence, in the event a change in any applicable
law, rule or regulation makes it unlawful for a party to comply with any of its
obligations hereunder, the parties shall negotiate in good faith a modification
to such obligation to the extent necessary to comply with such law, rule or
regulation that is as similar in terms to the original obligation as may be
possible while preserving the original intentions and economic positions of the
as set forth herein to the maximum extent feasible.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(e) Termination. Except for Section 7, this Agreement shall terminate
upon the earliest to occur of (i) the Closing, (ii) the date eighteen months
after termination of the Investment Agreement unless the Investment Agreement is
properly terminated by Prodigy pursuant to Section 7.4(b) thereof, in which case
this Agreement shall terminate upon termination of the Investment Agreement and
(iii) the date specified in a written agreement duly executed and delivered by
SBC and each of the Stockholders. Section 7 of this Agreement shall terminate
upon the earliest to occur of (i) the termination of the Investment Agreement,
(ii) the date that a Third Telmex/Carso Triggering Event occurs, (iii) the date
that a Third Class B Triggering Event (as defined in the Restated Certificate of
Incorporation) occurs and (iv) the date specified in a written agreement duly
executed and delivered by SBC and each of the Stockholders.
(f) Further Assurances. Each party hereto shall execute and deliver
such additional instruments and other documents and shall take such further
actions as may be necessary or desirable to effectuate, carry out and comply
with all of the terms of this Agreement and the transactions contemplated
hereby.
(g) Headings; Recitals. All Section headings and the recitals herein
are for convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
(h) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
SBC Communications Inc.
By: /s/ James S. Kahan
------------------------
Name: James S. Kahan
Title: Senior Executive Vice
President - Corporate Development
THE STOCKHOLDERS:
Carso Global Telecom, S.A. de C.V.
By: /s/ Eduardo Valdes Acra
-----------------------
Name: Eduardo Valdes Acra
Title: Attorney-in-Fact
Address: Insurgentes Sur 1500
Col. Pena Pobre Tlalpan
Mexico, D.F. 14060
Telecopy: 011-525-520-1510
Telefonos de Mexico, S.A. de C.V.
By: /s/ Adolfo Cerezo Perez
-----------------------
Name: Adolfo Cerezo Perez
Title: Chief Financial Officer
Address: Parque Via 190
Col. Cuauhtemoc, 06599
Mexico, D.F., Mexico
Telecopy: 011-525-255-1011
