-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TlkdFmRzUdED9HzprLfap4+Dde2yofOzXBAZ4j2MyL5eLDf6FovIJVRhgZ+XjtuE f9ek3xI5eWXDPc/jqA689Q== 0001104659-08-063761.txt : 20081014 0001104659-08-063761.hdr.sgml : 20081013 20081010210340 ACCESSION NUMBER: 0001104659-08-063761 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081010 GROUP MEMBERS: GERARDO DE NICOLAS GUTIERREZ GROUP MEMBERS: JOSE IGNACIO DE NICOLAS GUTIERREZ GROUP MEMBERS: JUAN CARLOS TORRES CISNEROS GROUP MEMBERS: JULIAN DE NICOLAS GUTIERREZ FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: de Nicolas Eustaquio Tomas CENTRAL INDEX KEY: 0001317161 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (52667) 758-5800 MAIL ADDRESS: STREET 1: ANDADOR JAVIER MINA 891-B STREET 2: COLONIA CENTRO SINALOA CITY: CULIACAN, SINALOA STATE: O5 ZIP: 80200 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Homex Development Corp. CENTRAL INDEX KEY: 0001293153 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80427 FILM NUMBER: 081119421 BUSINESS ADDRESS: STREET 1: ANDADOR JAVIER MINA 891-B STREET 2: COLONIA CENTRO SINALOA CITY: CULIAC?N STATE: O5 ZIP: 80200 BUSINESS PHONE: 52 667 758 5800 MAIL ADDRESS: STREET 1: ANDADOR JAVIER MINA 891-B STREET 2: COLONIA CENTRO SINALOA CITY: CULIAC?N STATE: O5 ZIP: 80200 SC 13D 1 a08-26000_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.
1)

 

Homex Development Corp.

(Translation of registrant’s name into English)

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

25030W100

(CUSIP Number)

 

Javier Romero Castañeda

Boulevard Alfonso Zaragoza M. 2204 Norte

80020 Culiacán, Sinaloa, Mexico

Tel. (52667) 758-5800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copy to:

 

Michael L. Fitzgerald, Esq.

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

(212) 530-5224

 

October 9, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report to acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  o

 



 

CUSIP NO.:

 

 

(1)

NAME OF REPORTING PERSON:  Eustaquio Tomás de Nicolás Gutiérrez

 

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC USE ONLY

 

 

(4)

SOURCE OF FUNDS:  OO

 

 

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

 

 

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION: Mexico

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

(7)

SOLE VOTING POWER: 0

 

(8)

SHARED VOTING POWER: 127,224,330*

 

(9)

SOLE DISPOSITIVE POWER: 0

 

(10)

SHARED DISPOSITIVE POWER: 127,224,330*

 

 

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 127,224,330*

 

 

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           o

 

 

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.99%**

 

 

(14)

TYPE OF REPORTING PERSON: IN

 


*127,224,330shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez.  The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

 

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

 

2



 

SCHEDULE 13D
CUSIP NO.:

 

 

(1)

NAME OF REPORTING PERSON:  Jose Ignacio de Nicolás Gutiérrez

 

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC USE ONLY

 

 

(4)

SOURCE OF FUNDS:  OO

 

 

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

 

 

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION: Mexico

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

(7)

SOLE VOTING POWER: 0

 

(8)

SHARED VOTING POWER: 127,224,330*

 

(9)

SOLE DISPOSITIVE POWER: 0

 

(10)

SHARED DISPOSITIVE POWER: 127,224,330*

 

 

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 127,224,330*

 

 

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           o

 

 

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.99%**

 

 

(14)

TYPE OF REPORTING PERSON: IN

 


*127,224,330shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez.  The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

 

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

 

3



 

SCHEDULE 13D
CUSIP NO.:

 

 

(1)

NAME OF REPORTING PERSON:  Gerardo de Nicolás Gutiérrez

 

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC USE ONLY

 

 

(4)

SOURCE OF FUNDS:  OO

 

 

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

 

 

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION: Mexico

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

(7)

SOLE VOTING POWER: 0

 

(8)

SHARED VOTING POWER: 127,224,330*

 

(9)

SOLE DISPOSITIVE POWER: 0

 

(10)

SHARED DISPOSITIVE POWER: 127,224,330*

 

 

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 127,224,330*

 

 

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           o

 

 

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.99%**

 

 

(14)

TYPE OF REPORTING PERSON: IN

 


*127,224,330 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez.  The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

 

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

 

4



 

SCHEDULE 13D
CUSIP NO.:

 

 

(1)

NAME OF REPORTING PERSON:  Julian de Nicolás Gutiérrez

 

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC USE ONLY

 

 

(4)

SOURCE OF FUNDS:  OO

 

 

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

 

 

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION: Mexico

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

(7)

SOLE VOTING POWER: 0

 

(8)

SHARED VOTING POWER: 127,224,330*

 

(9)

SOLE DISPOSITIVE POWER: 0

 

(10)

SHARED DISPOSITIVE POWER: 127,224,330*

 

 

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 127,224,330*

 

 

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           o

 

 

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.99%**

 

 

(14)

TYPE OF REPORTING PERSON: IN

 


*127,224,330 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez.  The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

 

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

 

5



 

SCHEDULE 13D
CUSIP NO.:

 

 

(1)

NAME OF REPORTING PERSON:  Juan Carlos Torres Cisneros

 

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC USE ONLY

 

 

(4)

SOURCE OF FUNDS:  OO

 

 

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

 

 

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION: Mexico

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

(7)

SOLE VOTING POWER: 0

 

(8)

SHARED VOTING POWER: 127,224,330*

 

(9)

SOLE DISPOSITIVE POWER: 0

 

(10)

SHARED DISPOSITIVE POWER: 127,224,330*

 

 

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 127,224,330*

 

 

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           o

 

 

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.99%**

 

 

(14)

TYPE OF REPORTING PERSON: IN

 


*127,224,330 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez.  The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

 

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

 

6



 

This Schedule 13D/A (Amendment No. 1) is being filed to amend and supplement the Schedule 13D of the Reporting Persons filed on February 19, 2008 with the Securities and Exchange Commission.  Except as specifically amended hereby, the disclosure set forth in the previously filed Schedule 13D shall remain unchanged.

 

Item 1.         Security and Issuer.

 

This statement relates to Common Shares, without par value, and American Depositary Shares (“ADSs”), as evidenced by American Depositary Receipts, each representing six Common Shares, without par value, of Desarrolladora Homex, S.A.B. de C.V., a corporation (sociedad anónima bursatil de capital variable) organized under the laws of the United Mexican States.  The Common Shares, including the Common Shares underlying the ADSs, are collectively referred to herein as the “Shares”.

 

The principal executive offices of the Company are located at Boulevard Alfonso Zaragoza M. 2204 Norte, 80020, Culiacán Sinaloa, México.

 

Item 2.         Identity and Background.

 

This Statement is being filed by Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros (each a “Reporting Person” and collectively the “Reporting Persons”), solely in their capacity as the Trust Management Committee (the “Technical Committee”) formed to manage Trust No. F/466 (the “Trust”).  The Trust, through Ixe Banco, S.A. (the “Trustee”), holds 127,224,330 shares for the benefit of the following members of the de Nicolás family:  Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez (collectively, the “Trust Beneficiaries”).  The Reporting Persons, acting collectively as the Technical Committee, may be deemed to have beneficial ownership of the Shares held for the benefit of the Trust Beneficiaries; however, each individual Reporting Person disclaims any beneficial ownership as an individual over any such Shares.  In addition, all references in this Schedule 13D/A to the Reporting Persons shall be deemed to be references to the Reporting Persons acting collectively as the Technical Committee and not as individuals.

 

The business address of Eustaquio Tomás de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico.  Eustaquio Tomás de Nicolás Gutiérrez’s present principal occupation is Chairman of the Board of Directors of the Company.  Eustaquio Tomás de Nicolás Gutiérrez is a citizen of Mexico.

 

The business address of Jose Ignacio de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico.  Jose Ignacio de Nicolás Gutiérrez’s present principal occupation is Secretary of Economic Development for the State of Sinaloa, Mexico.  The business address for the Government of the State of Sinaloa is Insurgentes S/N Col. Centro Sinaloa C.P. 80129, Culiacán, Sinaloa, Mexico.  Eustaquio Tomas de Nicolás Gutiérrez is a citizen of Mexico.

 

The business address of Gerardo de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico.  Gerardo de Nicolás Gutiérrez’s present principal occupation is Chief Executive Officer of the Company.  Gerardo de Nicolás Gutiérrez is a citizen of Mexico.

 

The business address of Julian de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico.  Julian de Nicolás Gutiérrez’s present principal occupation is Vice President of the Middle Income Division of the Company.  Julian de Nicolás Gutiérrez is a citizen of Mexico.

 

7



 

The business address of Juan Carlos Torres Cisneros is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico.  Juan Carlos Torres Cisneros’ present principal occupation is Private Investor.  Juan Carlos Torres Cisneros is a citizen of Mexico.

 

During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.

 

Item 3 of the previously filed Schedule 13D is amended to read as follows:

 

On February 7, 2008, the Trust acquired 17,142,857 Shares from EIP Investment Holdings LLC Comm V.A. for US$150,000,000 with private funds contributed by and loans made by the Trust Beneficiaries or their affiliated entities.  US$51,000,000 was borrowed from Citibank, N.A. pursuant to a Credit Agreement, dated December 20, 2007, with interest accruing per annum at .49% above the LIBOR Rate (as defined therein).  US$30,000,000 was borrowed from JPMorgan Chase Bank, N.A., pursuant to Revolving Credit Promissory Notes, dated as of January 31, 2008, with interest accruing at a fixed rate per annum equal to .50% above the Adjusted Libor Rate (as defined therein) and a maturity date of October 31, 2009.  US$21,546,366 was borrowed from Banco Santander International, pursuant to Promissory Notes, dated February 1, 2008, with interest accruing per annum at .45% above LIBOR (as defined therein) and with a loan term of four years.  The descriptions in this Statement of such loans are qualified in their entirety by reference to the loan agreements, which are included as Exhibits 7.02 through 7.04 to the previously filed Schedule 13D.

 

The other Shares held in the Trust were acquired by private funds contributed to the Trust by the Trust Beneficiaries or were contributed to the Trust by the Trust settlors.

 

On October 7, 2008, the Trust sold 100,000 ADSs representing 600,000 Shares in open market transactions.  In consideration for the sale of the ADSs, the Trust received $24.36 per ADS for an aggregate consideration of $2,436,355.

 

On October 8, 2008, the Trust sold 958,588 ADSs representing 5,751,528 Shares in open market transactions.  In consideration for the sales of the ADSs, the Trust received $21.63 per ADS for the sale of 849,088 Shares, $24.19 per ADS for the sale of 60,000 Shares and $21.09 for the sale of 49,500 Shares representing an aggregate total consideration of $20,862,562.41.

 

On October 9, 2008, the Trust sold 100,000 ADSs representing 600,000 Shares in open market transactions.  In consideration for the sale of the ADSs, the Trust received $21.44 per ADS for an aggregate consideration of $2,144,530.

 

Item 4.         Purpose of Transaction.

 

Item 4 of the previously filed  Schedule 13D is supplemented as follows:

 

8



 

The purpose of the disposition was to obtain the proceeds of the sale.  The Reporting Persons, acting collectively as the Technical Committee, routinely monitor the performance of the Company and intend to continuously evaluate the Company’s business, financial condition, operating results, capital structure, management, stock market performance, competitive outlook and other relevant factors.  Depending on such evaluations, the Reporting Persons, acting collectively as the Technical Committee, may, at any time and from time to time, direct the Trustee to purchase additional Shares on behalf of the Trust or to dispose of any and all Shares held for the benefit of the Trust Beneficiaries.  As part of such evaluations, the Reporting Persons, acting collectively as the Technical Committee, have and may in the future seek the views of, hold active discussions with and respond to inquiries from the Trust Beneficiaries, members of the board, officers or representatives of the Company, stockholders of the Company, and other persons regarding the Company’s affairs and strategic alternatives.  The Reporting Persons, acting collectively as the Technical Committee, may from time to time develop plans, or have discussions with third parties, respecting, or propose changes in, the management, composition of the board, policies, operations, capital structure or business of the Company.  In connection with these and other plans or proposals that the Reporting Persons, acting collectively as the Technical Committee, may develop, the Reporting Persons, acting collectively as the Technical Committee, may conduct investigations and, if warranted by such review, make and negotiate, or direct the Trustee to make and negotiate, proposals to and with the Company, third persons or directly with other stockholders of the Company concerning the matters addressed in the preceding sentence, and may enter, or direct the Trustee to enter, into agreements with the Company or such third persons in connection with those negotiations and proposals, including confidentiality and/or other arrangements.

 

Except as set forth herein, the Reporting Persons, acting collectively as the Technical Committee, do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.  The Reporting Persons, acting collectively as the Technical Committee, reserve the right to formulate plans or make proposals, and take such action with respect to the Trust’s investment in the Company, including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

 

Item 5.         Interest in Securities of the Issuer.

 

Item 5 of the previously filed Schedule 13D is amended to read as follows:

 

(a) – (b)  Each Reporting Person is one of five members of the Technical Committee, and in such capacity shares, with the other four Reporting Persons, voting and investment power over all 127,244,330 Shares held for the benefit of the Trust Beneficiaries.  Pursuant to the terms of the Third Amendment to the Trust Agreement, dated March 13, 2007, and the Fourth Amendment to the Trust Agreement, dated May 16, 2007 (collectively, the “Amended Trust Agreement”), all decisions of the Technical Committee are taken by a vote of the majority of the members of the Technical Committee.  The Reporting Persons, acting collectively as the Technical Committee, may be deemed to have beneficial ownership of the Shares held for the benefit of the Trust Beneficiaries; however, each individual Reporting Person disclaims any beneficial ownership as an individual over any such Shares.  In addition, all references in this Schedule 13D to the Reporting Persons shall be deemed to be references to the Reporting Persons acting collectively as the Technical Committee and not as individuals.

 

Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007, the 127,244,330 Shares as to which the Reporting Persons, acting collectively as the Technical Committee, may be deemed to have shared voting and dispositive power constitute 37.99% of the outstanding Shares.

 

9



 

None of the Reporting Persons, individually, has sole voting or dispositive power over any of the Shares.

 

Item 2 is hereby incorporated by reference.

 

(c)          Except as described in Item 3 above, none of the Reporting Persons, acting collectively as the Technical Committee, has effected any transactions in the Common Stock during the past 60 days.

 

(d)         All sale proceeds and dividends on the Shares are for the benefit of the Trust Beneficiaries in accordance with following percentages of beneficial interests in the Trust:

 

Eustaquio Tomas De Nicolás Gutiérrez

 

29.26

%

Gerardo De Nicolás Gutiérrez

 

27.78

%

Julian De Nicolás Gutiérrez

 

21.84

%

José Ignacio De Nicolás Gutiérrez

 

13.06

%

Ana Luz De Nicolás Gutiérrez

 

8.06

%

 

 

100

%

 

(e)          Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 7.         Material to be Filed as Exhibits.

 

7.01               Joint Filing Agreement

 

10



 

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.

 

October 10, 2008

 

 

  /s/ Eustaquio Tomas de Nicolas Gutierrez

 

Eustaquio Tomas de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Jose Ignacio de Nicolas Gutierrez

 

Jose Ignacio de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Gerardo de Nicolas Gutierrez                    

 

Gerardo de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Julian de Nicolas Gutierrez                       

 

Julian de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Juan Carlos Torres Cisneros                       

 

Juan Carlos Torres Cisneros

 

Member of Technical Committee

 

11



 

EXHIBIT INDEX

 

7.01

 

Joint Filing Agreement

 

12


EX-7.01 2 a08-26000_1ex7d01.htm EX-7.01

Exhibit 7.01

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing on behalf of each of them as members of the Technical Committee (as defined in Schedule 13D/A to which this agreement is attached) of a statement on Schedule 13D/A (including amendments thereto) with respect to the  Common Shares (including the Common Shares underlying the ADSs) of Desarrolladora Homex, S.A.B. de C.V. and further agree that this agreement be included as an exhibit to such filing.  Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement.  Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 10th day of October, 2008.

 

 

 

 

  /s/ Eustaquio Tomas de Nicolas Gutierrez

 

Eustaquio Tomas de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Jose Ignacio de Nicolas Gutierrez

 

Jose Ignacio de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Gerardo de Nicolas Gutierrez

 

Gerardo de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Julian de Nicolas Gutierrez

 

Julian de Nicolas Gutierrez

 

Member of Technical Committee

 

 

 

 

 

  /s/ Juan Carlos Torres Cisneros

 

Juan Carlos Torres Cisneros

 

Member of Technical Committee

 


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