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)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)(1)
Telefonos de Mexico, S.A. de C.V.
--------------------------------------------------------------------------------
(Name of Issuer)
American Depositary Shares ("L Share ADSs"), each representing 20 Series L
Shares
American Depositary Shares ("A Share ADSs"), each representing one Series A
Share (Title of Class of Securities)
--------------------------------------------------------------------------------
879403780 for L Share ADSs(2)
879403400 for A Share ADSs(3)
(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)
November 7, 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.
(Continued on the following pages)
(Page 1 of 33 Pages)
--------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
2 CUSIP number is for the L Share ADSs only. No CUSIP number exists for the
underlying L Shares, since such shares are not traded in the United States.
3 CUSIP number is for the A Share ADSs only. No CUSIP number exists for the
underlying A Shares, since such shares are not traded in the United States.
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO and 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
40,000 A Shares and 100,000 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
40,000 A Shares and 100,000 L Shares
(See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,037,330 A Shares and 2,648,652,884 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO and 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
8,132 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,132 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,648,561,016 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
BK, OO and 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
8,132 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,132 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,648,561,016 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO and 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
8,134 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,134 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,648,561,018 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
BK, OO and 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
8,134 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,134 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,648,561,018 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
BK, PF, OO and 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
408,134 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
408,134 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,648,961,018 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
BK, PF, OO and 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
570,134 L Shares
NUMBER OF SHARES (See Items 5(a) and 5(b))
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
570,134 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,648,552,884 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,649,123,018 L 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)
13.5% of A Shares and 23.9% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 and BK (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
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
45,997,330 A Shares and 2,509,243,848 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
45,997,330 A Shares and 2,509,243,848 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,997,330 A Shares and 2,509,243,848 L 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)
13.5% of A Shares and 22.7% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Carso, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (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
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
6,000,000 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,000,000 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 L 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)
0.1% of L Shares(See Item 5(a))
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------------
CUSIP No. 879403780 L Shares ADSs
879403400 A Shares ADSs
---------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Financiero Inbursa, 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
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
133,309,036 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
133,309,036 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,309,036 L 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)
1.3% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Items 1, 4 and 7: No material changes.
----------------
Item 2. Identity and Background
------- -----------------------
This Statement is filed, pursuant to Rule 13d-2(a) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by the persons listed
below (the "Reporting Persons").
(1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick
Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and
Johanna Monique Slim Domit (collectively, the "Slim Family"), each of
whom is a Mexican citizen, beneficially own a majority of the
outstanding voting equity securities of Carso Global Telecom, S.A. de
C.V. ("CGT"), Grupo Carso, S.A. de C.V. ("Carso"), and Grupo
Financiero Inbursa, S.A. de C.V. ("GFI"). As a result, ownership of
all L Shares and A Shares of Telefonos de Mexico, S.A. de C.V. (the
"Company") owned by these entities is deemed to be shared among each
member of the Slim Family.
(2) CGT is a sociedad anonima de capital variable organized under the laws
of the United Mexican States. CGT is a holding company with interests
in the Company and other telecommunications and media companies.
CGT's interest in the Company is comprised of the A Shares and L
Shares described in Item 5 as beneficially owned by it as well as its
interest in a trust (the "Control Trust") that owns all of the
outstanding Series AA shares, without par value ("AA Shares"), of the
Company. The beneficiaries of the Control Trust are CGT, which owns a
59.53% interest in the Control Trust, various other Mexican investors
(together with CGT, the "Mexican Controlling Shareholders") who own an
8.02% interest in the Control Trust, and SBC International, Inc.
("SBCI"), which owns a 32.45% 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 the Mexican Controlling Shareholders to appoint
a majority of the members of such technical committee. Therefore, CGT
may be deemed to control the Control Trust.
Prior to December 20, 2000, the Control Trust may only be terminated
by all its beneficiaries acting jointly. On December 20, 2000 the
Control Trust will become terminable by any party at any time. If the
Control Trust is terminated, the AA Shares held by the Control Trust
may be distributed to the Control Trust's beneficiaries, subject to
the following restrictions: (i) the number of AA Shares outstanding
may not be less than 20% of the Company's capital stock, and (ii) the
number of AA Shares outstanding may not be less than 51% of the
combined number of A and AA Shares outstanding.
Under the Company's bylaws, L Shares have limited voting rights, and
as a result of the restrictions set forth above and through its
ownership of all of the outstanding AA Shares, the Control Trust owns
a majority of the Company's outstanding regular voting equity
securities. Therefore, through the Control Trust, CGT may be deemed to
control the Company.
(3) Carso is a sociedad anonima de capital variable organized under the
laws of the United Mexican States. Carso is a holding company with
interests in the tobacco, mining, metallurgical and paper industries,
in the operation of restaurants and department stores, and in the
production of copper, copper alloys, copper cable, aluminum wires and
tires.
(4) GFI is a sociedad anonima de capital variable organized under the laws
of the United Mexican States. GFI is a financial services holding
company. GFI owns all of the outstanding voting equity securities of
several financial institutions organized in Mexico, including a
broker-dealer, a bank, an insurance company and a surety bonding
company.
The names, addresses, occupations and citizenship of the Reporting Persons
and the executive officers and directors of each of GFI, Carso 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 or executive officers listed in Schedule I has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
------- -------------------------------------------------
(1) The aggregate amount of funds required to purchase the 45,997,330 A
Shares and 2,648,552,884 L Shares described in Item 5(a) as
beneficially owned by each member of the Slim Family though CGT, Carso
and GFI was approximately $2,129.6 million. All funds used to purchase
A Shares and L Shares that are owned indirectly through GFI, Carso and
CGT were obtained from such entities' respective working capital and,
in the case of CGT, from a portion of the proceeds of a $500 million
loan made pursuant to a Loan Agreement, as amended, dated as of May
12, 1998, among CGT, as borrower, Citibank, N.A., as administrative
agent and collateral agent, and the other banks party thereto.
(2) All of the A Shares and L Shares beneficially owned directly by Carlos
Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim
Domit and Maria Soumaya Slim Domit were acquired through inheritance.
(3) Of the 408,134 L Shares described in Item 5(a) as beneficially owned
directly by Vanessa Paola Slim Domit, 8,134 L Shares were acquired
through inheritance and the remainder were purchased by her spouse,
Daniel Hajj Aboumrad, in the Company's public offering of June 23,
2000. Mr. Hajj paid approximately $1,051.4 thousand for these shares
from personal funds. This figure is based on the Noon Buying Rate from
the Federal Reserve Bank of New York.
(4) Of the 570,134 L Shares described in Item 5(a) as beneficially owned
directly by Johanna Monique Slim Domit, 8,134 L Shares were acquired
through inheritance, 324,000 L Shares were acquired by her spouse,
Arturo Elias Ayub, as part of his remuneration for services rendered
to the Company in his capacity as Vice President of
Services-Regulation and Communication, pursuant to the stock bonus
plan for Company employees, and 400,000 L Shares were purchased by
Mr. Elias in the Company's public offering of June 23, 2000. Mr. Elias
paid approximately $1,051.4 thousand for the L Shares he purchased in
the Company's public offering from personal funds. This figure is
based on the Noon Buying Rate from the Federal Reserve bank of New
York.
Item 5. Interest in Securities of the Issuer
------- ------------------------------------
(a) The Reporting Persons have, as of the date hereof, the following
interests in the A Shares and L Shares of the Company:
<TABLE>
<S> <C> <C> <C> <C>
A Shares(1) L Shares(2)
--------------- ---------------
Number % of Class Number % of Class
------ ---------- ------ ----------
Carlos Slim Helu(3)................ 46,037,330 13.5% 2,648,652,884 23.9%
Carlos Slim Domit(4)............... 45,997,330 13.5% 2,648,561,016 23.9%
Marco Antonio Slim Domit(5)........ 45,997,330 13.5% 2,648,561,016 23.9%
Patrick Slim Domit(6).............. 45,997,330 13.5% 2,648,561,018 23.9%
Maria Soumaya Slim Domit(7)........ 45,997,330 13.5% 2,648,561,018 23.9%
Vanessa Paola Slim Domit(8)........ 45,997,330 13.5% 2,648,961,018 23.9%
Johanna Monique Domit(9)........... 45,997,330 13.5% 2,649,123,018 23.9%
CGT(10)............................ 45,997,330 13.5% 2,509,243,848 22.7%
Carso.............................. -- -- 6,000,000 0.1%
GFI(11)............................ -- -- 133,309,036 1.3%
</TABLE>
(1) Based on 340,921,925 A Shares outstanding as of November 7, 2000.
Includes A Shares held in the form of A Share ADSs. Except as otherwise
indicated, all A Shares are held in the form of A Shares.
(2) Based on 10,596,457,207 L Shares outstanding as of November 7, 2000.
Includes L Shares held in the form of L Share ADSs. L Share totals and
percentages assume that all A Shares and all AA Shares held by the
relevant Reporting Person have been converted into L Shares, subject to
the restrictions set forth in Item 2 above. Except as otherwise
indicated, all L Shares are held in the form of L Shares.
(3) Includes 40,000 A Shares and 60,000 L Shares owned directly by Carlos
Slim Helu, as well as A Shares and L Shares beneficially owned through
GFI, Carso and CGT by a trust for the benefit of the Slim Family. All A
Shares and L Shares owned by such trust are deemed to be beneficially
owned by each member of the Slim family that is a beneficiary of such
trust. Thus, beneficial ownership of A Shares and L Shares is deemed to
be shared by each member of the Slim family.
(4) Includes 8,132 L Shares owned directly by Carlos Slim Domit, as well as
A Shares and L Shares beneficially owned through GFI, Carso and CGT by
a trust for the benefit of the Slim family.
(5) Includes 8,132 L Shares owned directly by Marco Antonio Slim Domit, as
well as A Shares and L Shares beneficially owned through GFI, Carso and
CGT by a trust for the benefit of the Slim family.
(6) Includes 8,134 L Shares owned directly by Patrick Slim Domit, as well
as A Shares and L Shares beneficially owned through GFI, Carso and CGT
by a trust for the benefit of the Slim family.
(7) Includes 8,134 L Shares owned directly by Maria Soumaya Slim Domit, as
well as Shares beneficially owned through GFI, Carso and CGT by a trust
for the benefit of the Slim family.
(8) Includes 408,134 L Shares owned directly by Vanessa Paola Slim Domit
and her spouse, as well as A Shares and L Shares beneficially owned
through GFI, Carso and CGT by a trust for the benefit of the Slim
family.
(9) Includes 570,134 L Shares owned directly by Johanna Monique Slim Domit
and her spouse, as well as A Shares and L Shares beneficially owned
through GFI, Carso and CGT by a trust for the benefit of the Slim
family.
(10) Includes 1,977,768,840 L Shares held in the form of L Share ADSs.
(11) Includes 110,212,000 L Shares held in the form of L Share ADSs.
(b) Because the Slim Family beneficially owns a majority of the outstanding
voting equity securities of CGT, Carso and GFI, the Slim Family may be deemed to
have the power to vote, or to direct the voting of, any A Shares or L 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 A Shares or
L Shares.
(c) All transactions in A Shares and L Shares effected by the Reporting
Persons in the last 60 days are listed in Schedule II hereto.
(d) Because the Slim Family beneficially owns a majority of the outstanding
voting equity securities of CGT, Carso and GFI, the Slim Family 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 A Shares or L 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 A Shares or L Shares owned by
the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
------- with Respect to
---------------
Securities of the Issuer
CGT has entered into matched put and call options pursuant to which it has
an option to call, and the relevant counterparty has an option to put, L Shares
(in the form of L Share ADSs) on the terms indicated below. Each such option is
exercisable only on its expiration date.
Number of L Strike Price
Counterparty Expiration Date Shares Per L Share
------------ --------------- ------ -----------
J.P. Morgan & Co. Sep. 4, 2001 14,000,000 $2.61
Chase Manhattan Bank Sep. 4, 2001 16,000,000 $2.48
Chase Manhattan Bank Sep. 4, 2001 19,000,000 $2.81
Chase Manhattan Bank Sep. 12, 2001 30,000,000 $2.94
Chase Manhattan Bank Sep. 17, 2001 21,000,000 $2.80
Other than as disclosed herein, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
and between such persons and any person with respect to A Shares or L Shares of
the Company.
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
--------------------------------------
Carlos Slim Helu
--------------------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes
------------------------
-------------------------------------- Eduardo Valdes
Marco Antonio Slim Domit Attorney-in-Fact
November 17, 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: Carlos Slim Helu
Title: Chairman of the Board of Directors
GRUPO CARSO S.A. DE C.V.
--------------------------------------
By: Carlos Slim Helu
Title: Chairman of the Board of Directors
GRUPO FINANCIERO INBURSA S.A. DE C.V.
--------------------------------------
By: Carlos Slim Helu
Title: Chairman of the Board of Directors
<PAGE>
SCHEDULE I
All of the individuals listed below are citizens of Mexico.
CARSO GLOBAL TELECOM, S.A. de C.V.
Insurgentes Sur 3500 Col. Pena Pobre Tlalpan, Mexico, D.F., 14060
<TABLE>
<S> <C>
Name and Position Principal Occupation
----------------- --------------------
Carlos Slim Helu (Director and Chairman of the Board of Telefonos
Chairman of the Board) de Mexico and Carso Global Telecom
Jaime Chico Pardo (Director and
Vice Chairman of the Board) President of Telefonos de Mexico
Isidoro Ambe Attar (Director) Vice-President of Telefonos de Mexico
Fernando G. Chico Pardo (Director) President of Promecap
Arturo Elias Ayub (Director) Vice-President of Telefonos de Mexico
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico
Humberto Gutierrez-Olvera Zubizarreta
(Director) President of Grupo Carso and President of Condumex
Daniel Hajj Aboumrad (Director) President of Radio Movil Dipsa (Telcel)
Jose Kuri Harfush (Director) President of Productos Dorel
Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico
Alfredo Sanchez Alcantara (Director) President of Uninet
Gerardo Sanchez Alcantara (Director) Adjunct President of Consorcio Red Uno
Carlos Slim Domit (Director) Chairman of Grupo Carso and President of Sanborns
Marco A. Slim Domit (Director) President of Grupo Financiero Inbursa
Patricio Slim Domit (Director) Vice-Chaiman of Grupo Carso and Vice-President of
Telefonos de Mexico
Eduardo Valdes Acra (Director) President of Inversora Bursatil
Andres Vasquez del Mercado (Director) Vice-President of Telefonos de Mexico
</TABLE>
<PAGE>
GRUPO CARSO, S.A. de C.V.
Insurgentes Sur 3500 Col. Pena Pobre Tlalpan, Mexico, D.F., 14060
<TABLE>
<S> <C>
Name and Position Principal Occupation
----------------- --------------------
Carlos Slim Helu (Director and Chairman of the Board of Telefonos de
Honorary Chairman For Life) Mexico and Carso Global Telecom
Carlos Slim Domit Chairman of Grupo Carso and President
(Director and Chairman of the Board) of Sanborns
Fernando G. Chico Pardo (Director) President of Promecap
Jaime Chico Pardo (Director) President of Telefonos de Mexico
Antonio Cosio Arino (Director) Independent Investor
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly
Clark de Mexico
Moises Kalach Mizrahi (Director) President of Kaltex
Jose Kuri Harfush (Director) President of Productos Dorel
Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico
Bernardo Quintana Isaac (Director) Chairman of the Board and President
of Empresas ICA Sociedad Controladora
Agustin Santamarina Vazquez (Director) Managing Partner of Santamaria y Steta
</TABLE>
<PAGE>
GRUPO FINANCIERO INBURSA, S.A. de C.V.
Paseo de las Palmas 736 Col. Lomas Chapultepec, Mexico, D.F., 11000
<TABLE>
<S> <C>
Name and Position Principal Occupation
----------------- --------------------
Carlos Slim Helu (Honorary Chairman For Life) Chairman of the Board of Telefonos de
Mexico and Carso Global Telecom
Marco Antonio Slim Domit President of Grupo Financiero Inbursa
(Chairman of the Board)
Eduardo Valdes Acra President of Inversora Bursatil
(Vice-Chairman of the Board)
Antonio Cosio Arino (Director) Independent Investor
Angeles Espinosa Yglesias (Director) Independent Investor
Agustin Franco Macias (Director) Chairman of Infra
Bernardo Quintana Isaac (Director) Chairman of the Board and President
of Empresas ICA Sociedad Controladora
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark
of Mexico
Jose Antonio Chedraui Obeso (Director) President of Grupo Comercial Chedraui
Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico
David Ibarra Munoz (Director) Independent Economist
</TABLE>
<PAGE>
SCHEDULE II
On November 7, 2000, upon the expiration of a matched put/call option
with Citibank, N.A., CGT purchased 1,740,000 L Share ADSs (representing
34,800,000 L Shares) at a price of US$20.92 per L Share ADS.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page Number
-------------- ----------- -----------
1 Powers of Attorney 24
2 Joint Filing Agreement 34
