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. ______)1
CompUSA, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
209432107
-------------------------------
(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 22, 1999
-------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. |X|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on the following pages)
- --------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC(See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4
SOURCE OF FUNDS*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanessa Paola Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grupo Sanborns, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 13,750,000 (See Items 5(b) and (d))
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
13,750,000 (See Items 5(b) and (d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
CO,HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common shares, $.01 par value (the "Shares"),
of CompUSA, Inc. (the "Company"). The address and principal executive office of
the Company is: 14951 North Dallas Parkway, Dallas, TX 75240.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed, pursuant to Rule 13d-1(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by the persons listed
below (the "Reporting Persons").
(1) Mr. Carlos Slim Helu, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim
Domit, Mr. Patrick Slim Domit, Ms. Maria Soumaya Slim Domit, Ms.
Vanessa Paola Slim Domit, and Ms. Johanna Monique Slim Domit
(collectively, the "Slim Family"), each of whom is a Mexican citizen.
The members of the Slim Family, through a Mexican corporation and a
Mexican trust, beneficially own 61.27% of the outstanding voting
equity securities of Grupo Carso, S.A. de C.V. ("Carso"). The
principal business address for each member of the Slim Family is Paseo
de las Palmas 736, Colonia Lomas de Chapultepec, Mexico, D.F., Mexico,
11000.
(2) Carso is a corporation organized in Mexico. Carso is a holding company
with interests in the tobacco, mining, metallurgical and paper
industries, in the operation of restaurants and department stores and
in the production of copper, copper alloys, copper cable, aluminum
wires and tires. Carso owns a majority of the outstanding voting
equity securities of Grupo Sanborns, S.A. de C.V. ("Grupo Sanborns").
Carso's principal business address is Insurgentes Sur 1500, Colonia
Pena Pobre, Tlalpan, Mexico, D.F., Mexico, 14060.
(3) Grupo Sanborns is a corporation organized in Mexico. Grupo Sanborns is
a holding company with interests in the real estate, music and retail
industries (including Sears de Mexico) and in the operation of
restaurants. Grupo Sanborns' principal business address is Avenida San
Fernando 649, Colonia Pena Pobre, Tlalpan, Mexico, D.F., Mexico,
14060.
The names, addresses, occupations and citizenship of the executive officers
and directors of each of Carso and Grupo Sanborns are set forth in Schedule I
hereto.
None of the Reporting Persons nor, to the best of their knowledge, any of
the directors or officers listed in Schedule I has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds utilized to purchase the 13,750,000 Shares
described in Item 5(a) was approximately $92.24 million. All funds used to
purchase the Shares were obtained from the working capital of Grupo Sanborns.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares beneficially owned by the Reporting Persons were acquired
for investment purposes. The Reporting Persons currently have no plans or
proposals which relate to or would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to this
schedule. However, from time to time the Reporting Persons may consider and may
explore the possibility of acquiring additional Shares, disposing of Shares or
entering into corporate transactions involving the Company (including, but not
limited to, joint ventures and/or other commercial arrangements with the
Company). The Reporting Persons reserve the right to formulate plans or
proposals regarding the Company or any of its securities and to carry out any of
the actions or transactions described in paragraphs (a) through (j) of Item 4 of
the instructions to this schedule, to the extent deemed advisable by the
Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons have, as of the date hereof, the following
interests in the Shares of the Company:
Common Shares(1)
----------------
Number % of Class
------ ----------
Carlos Slim Helu................... 13,750,000 14.8%
Carlos Slim Domit.................. 13,750,000 14.8%
Marco Antonio Slim Domit........... 13,750,000 14.8%
Patrick Slim Domit................. 13,750,000 14.8%
Maria Soumaya Slim Domit........... 13,750,000 14.8%
Vanessa Paola Slim Domit........... 13,750,000 14.8%
Johanna Monique Domit.............. 13,750,000 14.8%
Carso.............................. 13,750,000 14.8%
Grupo Sanborns..................... 13,750,000 14.8%
(1) Based on 92,712,054 Shares outstanding.
All of the Shares reported in the table above as beneficially owned by the
Reporting Persons are directly beneficially owned by Grupo Sanborns and may be
deemed to be indirectly beneficially owned by Carso and members of the Slim
Family.
Mr. Claudio X. Gonzalez Laporte, a director of Carso and Grupo Sanborns,
beneficially owns 100,000 Shares, and holds sole power to vote and dispose of
such Shares. On September 14, 1999, Mr. Laporte bought 50,000 Shares at a price
of $7.716 per share. On October 8, 1999, Mr. Laporte bought 25,000 Shares at
$6.375 per share. On November 15, 1999, Mr. Laporte bought 25,000 Shares at
$5.1516 per share. All of the Shares were purchased on the New York Stock
Exchange. Each of the members of the Slim Family and Carso and Grupo Sanborns
disclaims beneficial ownership of the Shares owned by Mr. Laporte.
The total amount of funds utilized to purchase the Shares beneficially
owned by Mr. Laporte was approximately $673,965.00. All funds used to purchase
the Shares were obtained from Mr. Laporte's personal funds. The Shares owned by
Mr. Laporte were acquired for investment purposes. The 100,000 Shares held by
Mr. Laporte represent 0.1% of the outstanding shares of the Company.
Mr. Laporte is a Mexican citizen. He is the Chairman of the Board of
Kimberly Clark de Mexico. His principal business address, and the principal
business address of Kimberly Clark de Mexico, is: Jose Luis LaGrange No. 103,
third floor, 11560 Mexico, D.F. In the past five years, Mr. Laporte has not been
convicted in a criminal proceeding nor has he been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction. Mr. Laporte has
no contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to the Shares.
(b) Because the Slim Family, through its ownership of a majority of the
outstanding voting equity securities of Carso, may be deemed to indirectly
beneficially own a majority of the outstanding voting equity securities of Grupo
Sanborns, the Slim Family and Carso may be deemed to have the power to vote, or
to direct the voting of, any Shares of the Company owned by Grupo Sanborns.
Except as otherwise disclosed herein, none of the Reporting Persons shares
voting power with respect to any of the Shares.
(c) Not applicable.
(d) Because the Slim Family, through its ownership of a majority of the
outstanding voting equity securities of Carso, may be deemed to indirectly
beneficially own a majority of the outstanding voting equity securities of Grupo
Sanborns, the Slim Family and Carso may be deemed to have the right to receive,
or the power to direct the receipt of dividends from, or the proceeds of the
sale of, any Shares of the Company owned by Grupo Sanborns. Except as disclosed
herein, no person other than the Reporting Persons has or will have any right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of Shares owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
- -------------- ----------- -----------
1 Powers of Attorney 18
2 Joint Filing Agreement 27
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
Carlos Slim Helu
----------------------
By: /S/ EDUARDO VALDES
Carlos Slim Domit
------------------
---------------------- Eduardo Valdes
Marco Antonio Slim Domit Attorney-in-Fact
November 18, 1999
----------------------
Patrick Slim Domit
----------------------
Maria Soumaya Slim Domit
----------------------
Vanessa Paola Slim Domit
----------------------
Johanna Monique Slim Domit
----------------------
GRUPO CARSO, S.A. DE C.V.
----------------------
By:
Title:
GRUPO SANBORNS, S.A. DE C.V.
----------------------
By:
Title:
<PAGE>
SCHEDULE I
All of the individuals listed below are citizens of Mexico.
GRUPO CARSO, S.A. de C.V.
Insurgentes Sur 1500 Col. Pena Pobre Tlalpan, Mexico, D.F., 14060
<TABLE>
<CAPTION>
<S> <C>
NAME AND POSITION PRINCIPAL OCCUPATION
- ----------------- --------------------
Carlos Slim Helu (Director and Honorary Chairman For Life) Chairman of the Board of Telefonos de Mexico and
Carso Global Telecom
Carlos Slim Domit (Director and Chairman of the Board) President of Grupo 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
Rafael Moises Kalach Mizrahi (Director) Chairman of the Board 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 Santamarina y Steta
</TABLE>
<PAGE>
GRUPO SANBORNS, S.A. de C.V.
Paseo de las Palmas 736 Col. Lomas Chapultepec, Mexico, D.F., 11000
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
<S> <C>
NAME AND POSITION POSITION, PRINCIPAL OCCUPATION
- ----------------- ------------------------------
Carlos Slim Domit Chairman of the Board, Chief
Executive Officer of Grupo Sanborns
Carlos Slim Helu Director, Chairman of the Board of Telefonos de
Mexico and Carso Global Telecom
Angel Eduardo Peralta Rosado Vice-Chairman of the Board, Vice-President of
Real Estate of Sanborns
Juan Antonio Perez Simon Director, Vice-Chairman of Telefonos de Mexico
Patrick Slim Domit Director, President of Industrias Nacobre
Rafael Moises Kalach Mizrahi Director, Chairman of the Board of Kaltex
Claudio X. Gonzalez Laporte Director, Chairman of the Board of Kimberly Clark
de Mexico
Marco A. Slim Domit Director, President of Grupo Financiero Inbursa
and Banco Inbursa
Agustin Santamarina Vazquez Director, Managing Partner of Santamarina y Steta
</TABLE>
EXECUTIVE OFFICERS
NAME POSITION
- ---- --------
Carlos Slim Domit Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
September 10, 1999 /S/ CARLOS SLIM HELU
--------------------
Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
/S/ CARLOS SLIM DOMIT
---------------------
September 10, 1999 By: Carlos Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
/S/ MARCO ANTONIO SLIM DOMIT
----------------------------
September 10, 1999 By: Marco Antonio Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
/S/ PATRICK SLIM DOMIT
----------------------
September 10, 1999 By: Patrick Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
/S/ MARIA SOUMAYA SLIM DOMIT
----------------------------
September 10, 1999 By: Maria Soumaya Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
/S/ VANESSA PAOLA SLIM DOMIT
----------------------------
September 10, 1999 By: Vanessa Paola Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
/S/ JOHANNA MONIQUE SLIM DOMIT
------------------------------
September 10, 1999 By: Johanna Monique Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Series L Shares, American Depositary Shares each
representing 20 Series L Shares, Series A Shares, and/or American Depositary
Shares each representing one Series A Share (collectively, the "Securities") of
Telefonos de Mexico S.A., de C.V., a corporation with variable capital (sociedad
anonima de capital variable) organized under the laws of Mexico (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Schedule 13D or 13G and
any and all amendments thereto and any other document relating thereto, and to
file on my behalf any such Schedule 13D or 13G required to be filed pursuant the
Exchange Act, any amendment thereto and other document relating thereto and any
exhibit thereto with the United States Securities and Exchange Commission,
hereby granting unto said attorneys-in-fact and agents, full power and authority
to do and perform any and all acts and things requisite as fully to all intents
and purposes as I might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
GRUPO CARSO, S.A. DE C.V.
/S/ ALEJANDRO ESCOTO
--------------------
September 10, 1999 By: Alejandro Escoto
Title: Authorized Legal
Representative
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.01 par value (the "Securities") of CompUSA,
Inc., a corporation organized under the laws of Delaware (the "Company"), which
Securities are registered pursuant to Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitute and
appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, my
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for me and in my name, place and stead and on my behalf,
in any and all capacities, to sign any Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto, and to file on my
behalf any such Schedule 13D or 13G required to be filed pursuant the Exchange
Act, any amendment thereto and other document relating thereto and any exhibit
thereto with the United States Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform any and all acts and things requisite as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof, and this power of attorney shall be irrevocable until December
31, 2004.
GRUPO SANBORNS, S.A. DE C.V.
September 10, 1999 /S/ ALEJANDRO ESCOTO
--------------------
By: Alejandro Escoto
Title: Authorized Legal
Representative
<PAGE>
JOINT FILING AGREEMENT
----------------------
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 10th day of September, 1999, 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, Grupo Carso, S.A.
de C.V. and Grupo Sanborns, S.A. de C.V.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and
Schedule 13G (the "Filings") required to be filed by them pursuant to Section
13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with
respect to their respective ownership of any securities of CompUSA, Inc. that
are required to be reported on any Filings. Each party to this Agreement further
agrees and covenants to the other parties that it will fully cooperate with such
other parties in the preparation and timely filing (and other delivery) of all
such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
GRUPO CARSO, S.A. DE C.V.
/S/ CARLOS SLIM HELU
--------------------
Carlos Slim Helu /S/ ALEJANDRO ESCOTO
--------------------
By: Alejandro Escoto
Title: Authorized Legal
Representative
/S/ CARLOS SLIM DOMIT
---------------------
Carlos Slim Domit
GRUPO SANBORNS, S.A. DE C.V.
/S/ MARCO ANTONIO SLIM DOMIT
----------------------------
Marco Antonio Slim Domit /S/ ALEJANDRO ESCOTO
--------------------
By: Alejandro Escoto
Title: Authorized Legal
Representative
/S/ PATRICK SLIM DOMIT
----------------------
Patrick Slim Domit
/S/ MARIA SOUMAYA SLIM DOMIT
----------------------------
Maria Soumaya Slim Domit
/S/ VANESSA PAOLA SLIM DOMIT
----------------------------
Vanessa Paola Slim Domit
/S/ JOHANNA MONIQUE SLIM DOMIT
------------------------------
Johanna Monique Slim Domit
