sc13d.htm

0000950157-08-000995.txt : 20081208 0000950157-08-000995.hdr.sgml : 20081208 20081208171216 ACCESSION NUMBER: 0000950157-08-000995 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 GROUP MEMBERS: LURCRECIA ARAMBURUZABALA LARREGUI DE FERNANDEZ GROUP MEMBERS: LURCRECIA LARREGUI GONZALEZ DE ARAMBURUZABALA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICA CORP CENTRAL INDEX KEY: 0000885012 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45903 FILM NUMBER: 081236487 BUSINESS ADDRESS: STREET 1: MINERIA NO 145 EDIFICIO CENTRAL CITY: 11800 MEXICO D F MEX STATE: O5 ZIP: 00000 BUSINESS PHONE: 2124800111 MAIL ADDRESS: STREET 1: MINERIA NO 145 EDIFICIO CENTRAL CITY: 11800 MEXICO D F MEX STATE: O5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ICA CORPORATION HOLDING CO DATE OF NAME CHANGE: 19940228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARAMBURUZABALA MARIA ASUNICION CENTRAL INDEX KEY: 0001285695 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: PASEO DE LOS TAMARINDOS 400 STREET 2: TORRE B PISO 25 CITY: MEXICO DF STATE: O5 ZIP: 0000 SC 13D 1 sc13d.htm SCHEDULE 13D sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)

Empresas ICA, S.A.B. de C.V.1 (the “Issuer”)

(Name of Issuer)

Ordinary Shares of Common Stock (“Shares”)

Ordinary Participation Certificates (Certificados de Participación Ordinaria or “CPOs”)

American Depositary Shares (“ADSs”)

(Title of Class of Securities)

2924482062

(CUSIP Number)

David Mercado, Esq.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Telephone: (212) 474-1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 27, 2008

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 Translation of Issuer’s name: The ICA Corporation

2 No CUSIP number exists for the underlying Shares, as the Shares are not traded in the United States. The CUSIP number 292448206 is only for the American Depositary Shares (“ADSs”). ADSs each represent four ordinary participation certificates (certificados de participación ordinaria, or “CPOs”), each of which represents one Share.

CUSIP No. 292448206

1.	Names of Reporting Persons: María Asunción Aramburuzabala Larregui I.R.S. Identification Nos. of Above Persons (entities only): Not Applicable (natural person)
2.	Check the Appropriate Box If a Member of a Group (See Instructions): (a) [X] (b) [ ]
3.	SEC Use Only:
4.	Source of Funds (See Instructions): PF
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
Number of Shares Beneficially Owned By Each Reporting Person With		7.	Sole Voting Power 6,615,4671
		8.	Shared Voting Power 25,622,092 Shares1
		9.	Sole Dispositive Power 6,615,4671
		10.	Shared Dispositive Power 25,622,092 Shares1
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,622,092 Shares1
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
13.	Percent of Class Represented by Amount in Row (11): 5.1% of the Shares2
14.	Type of Reporting Person IN

1 María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala each has the authority to vote and to dispose of the Shares owned beneficially by the other. As described in Item 2, all of the Shares beneficially owned by María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala are currently held by Trust No. 15203-8 (the “Investor Trust”) for their sole benefit. The Shares will be held from time to time in the form of CPOs. See Item 6.

2 According to the Issuer’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2008, there were 498,029,907 Shares outstanding.

CUSIP No. 292448206

1.	Names of Reporting Persons: Lucrecia Aramburuzabala Larregui de Fernández I.R.S. Identification Nos. of Above Persons (entities only): Not Applicable (natural person)
2.	Check the Appropriate Box If a Member of a Group (See Instructions): (a) [X] (b) [ ]
3.	SEC Use Only:
4.	Source of Funds (See Instructions): PF
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
Number of Shares Beneficially Owned By Each Reporting Person With		7.	Sole Voting Power 6,867,9251
		8.	Shared Voting Power 25,622,092 Shares1
		9.	Sole Dispositive Power 6,867,9251
		10.	Shared Dispositive Power 25,622,092 Shares1
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,622,092 Shares1
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
13.	Percent of Class Represented by Amount in Row (11): 5.1% of the Shares2
14.	Type of Reporting Person IN

1 María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala each has the authority to vote and to dispose of the Shares owned beneficially by the other. As described in Item 2, all of the Shares beneficially owned by María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala are currently held by the Investor Trust for their sole benefit.The Shares will be held from time to time in the form of CPOs. See Item 6.

2 According to the Issuer’s annual report on Form 20-F filed with the SEC on June 11, 2008, there were 498,029,907 Shares outstanding.

CUSIP No. 292448206

1.	Names of Reporting Persons: Lucrecia Larregui González de Aramburuzabala I.R.S. Identification Nos. of Above Persons (entities only): Not Applicable (natural person)
2.	Check the Appropriate Box If a Member of a Group (See Instructions): (a) [X] (b) [ ]
3.	SEC Use Only:
4.	Source of Funds (See Instructions): PF
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
Number of Shares Beneficially Owned By Each Reporting Person With		7.	Sole Voting Power 12,138,7001
		8.	Shared Voting Power 25,622,092 Shares1
		9.	Sole Dispositive Power 12,138,7001
		10.	Shared Dispositive Power 25,622,092 Shares1
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,622,092 Shares1
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
13.	Percent of Class Represented by Amount in Row (11): 5.1% of the Shares2
14.	Type of Reporting Person IN

1 María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala each has the authority to vote and to dispose of the Shares owned beneficially by the other. As described in Item 2, all of the Shares beneficially owned by María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala are currently held by the Investor Trust for their sole benefit. The Shares will be held from time to time in the form of CPOs. See Item 6.

2 According to the Issuer’s annual report on Form 20-F filed with the SEC on June 11, 2008, there were 498,029,907 Shares outstanding.

Item 1.

Security and Issuer

This statement on Schedule 13D (as amended from time to time, this “Statement”) relates to the ordinary shares of common stock, no par value per share (the “Shares”), of Empresas ICA, S.A.B. de C.V. (the “Issuer”).

The Shares trade in the United Mexican States (“Mexico”). In the United States, the Shares trade in the form of american depositary shares (“ADSs”), each of which represents four ordinary participation certificates (certificados de participación ordinaria, or “CPOs”), each of which represents one Share. Holders of CPOs or ADSs are not permitted to vote the Shares indirectly represented by such CPOs or ADSs.

The Issuer is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, whose principal executive offices are located at Mineria No.145, Edificio Central, 11800, Mexico, D.F., Mexico.

Item 2.

Identity and Background

(a) – (c) and (f):

This Statement is filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala, each of whom is a Mexican citizen (collectively, the “Investors” or the “Reporting Persons”).

The Shares that are the subject of this Statement are held directly by Trust No. 15203-8, a Mexican trust (the “Investor Trust”). The Investors are the sole beneficiaries of the Investor Trust. The principal purpose of the Investor Trust is to serve as the vehicle for the Investors’ investments. The principal business address of the Investor Trust is Bosque de Duraznos No. 75, PH, Col. Bosques de las Lomas, 11700, Mexico, D.F., Mexico. The Investors share the power to determine the investment and voting decisions made by the Investor Trust. As a result, ownership of all Shares beneficially owned by the Investor Trust may be deemed to be shared among each of the Investors.

The name, principal business address, present principal occupation and citizenship of each of the Investors are set forth in Schedule I attached hereto.

(d) and (e):

During the last five years, none of the Reporting Persons have 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

On November 27, 2008, the Reporting Persons acquired 928,300 Shares in open market purchases through the Mexican Stock Exchange at an average of Ps.19.03966 per share. The aggregate amount of funds utilized by the Reporting Persons to pay for the Shares was Ps.17,674,518 (US$1,336,952 at an exchange rate of Ps.13.2200 per U.S. dollar, the noon buying rate for Mexican pesos on November 26, 2008 as published by the Federal Reserve Bank of New York). The Reporting Persons used personal funds to pay for the acquired Shares.

On October 8, 2008, the Reporting Persons acquired 500,000 Shares in open market purchases through the Mexican Stock Exchange at an average of Ps.22.78 per Share. The aggregate amount of funds utilized by the Reporting Persons to pay for such Shares was Ps.11,390,000 (US$866,884, at an exchange rate of Ps.13.1390 per U.S. dollar, the noon buying rate for Mexican pesos on October 8, 2008 as published by the Federal Reserve Bank of New York).

Item 4.

Purpose of Transaction

The Reporting Persons have acquired the Shares for investment purposes in accordance with the terms and conditions set forth in the authorization granted by the board of directors of the Issuer on November 15, 2007 (the “Board Authorization”). As set forth in Item 6 below, the Board Authorization prohibits the acquisition by the Reporting Persons of more than 9.99% of the outstanding Shares of the Issuer. See Item 6 below. Subject to the terms and conditions of the Board Authorization, the Reporting Persons plan to acquire additional Shares from time to time up to 9.99% of the outstanding Shares of the Issuer.

Except as set forth in this Statement, the Reporting Persons currently have no plans or proposals which relate to or which would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. However, subject to the terms and conditions set forth in the Board Authorization or any other authorization granted by the board of directors of the Issuer in the future or any amendment or waiver thereof, from time to time the Reporting Persons may evaluate the possibility of acquiring additional Shares, disposing of Shares, or entering into corporate transactions involving the Issuer (including, but not limited to, joint ventures and/or other commercial arrangements with the Issuer).

Subject to the terms and conditions set forth in the Board Authorization or any other authorization granted by the board of directors of the Issuer in the future or any amendment or waiver thereof, the Reporting Persons reserve the right to formulate plans or proposals regarding the Issuer 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 Statement, to the extent deemed advisable by the Reporting Persons.

Item 5.

Interest in Securities of the Issuer

(a) Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.

(b) Rows (7) through (10) of the cover pages to this Schedule 13D, which are hereby incorporated by reference, set forth the number of Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Shares as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

(c) On October 8, 2008, the Reporting Persons acquired 500,000 Shares in open market purchases through the Mexican Stock Exchange at an average of Ps.22.78 per Share. The aggregate amount of funds utilized by the Reporting Persons to pay for such Shares was Ps.11,390,000 (US$866,884, at an exchange rate of Ps.13.1390 per U.S. dollar, the noon buying rate for Mexican pesos on October 8, 2008 as published by the Federal Reserve Bank of New York).

Other than as described in this Item 5(c), the Reporting Persons have not effected any transactions during the past 60 days in respect of the Shares of the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Company

María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala each has the authority to vote and to dispose of the Shares owned beneficially by the other.

All of the Shares beneficially owned by María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala are currently held by the Investor Trust for their sole benefit.

The by-laws of the Issuer (as amended from time to time, the “By-laws”) provide that any significant acquisition of Shares of the Issuer and change of control transactions require the prior approval of the Issuer’s board of directors. Among other restrictions, pursuant to the By-laws, the authorization of the board of directors of the Issuer is required, prior to the relevant transaction, to effect any transfer of voting shares that would result in any person or group of persons becoming a holder of 5% or more of the outstanding Shares.

On November 1, 2007, the Reporting Persons requested the board of directors of the Issuer to authorize the acquisition of more than 4.99% of the Shares and up to 9.99% of the Shares on the basis that the acquisition of Shares would be for investment purposes.

On November 15, 2007, the board of directors of the Issuer granted its authorization to the Reporting Persons so that they may, in the aggregate, acquire up to 9.99% of the Shares, subject to the following terms and conditions:

(i) The acquisition shall be made directly or through any other person or trust organized or created under the laws of Mexico, over which the Reporting Persons shall have control and which shall, in any event, be notified to the board of directors of the Issuer;

(ii) The Shares held by the Reporting Persons shall in no event represent more than 9.99% of the outstanding Shares, and so long as they represent 5% or more of the outstanding Shares, such Shares must be held in the form of CPOs, to the extent possible;

(iii) If in the event that the CPOs held by the Reporting Persons represent 5% or more of the outstanding Shares, and the Reporting Persons have the intent of converting such CPOs into Shares to exercise the voting rights of the Shares, whether directly or indirectly or through any kind of agreement, then the Reporting Persons must obtain a new authorization from the board of directors of the Issuer in accordance with the Issuer’s By-laws; and

(iv) As long as the Reporting Persons own 5% or more of the Shares, if any of the Reporting Persons, directly or indirectly (including through family members), acquires an interest in a competitor of the Issuer, its subsidiaries or its affiliates, other than for investment purposes (with certain limited exceptions), the board of directors of the Issuer may consider terminating the effectiveness of the Board Authorization.

The effect of the authorization is to limit the Shares that can be held, in the aggregate, by the Reporting Persons to 9.99% of the outstanding Shares and, because the Shares held by the Reporting Persons must be held, to the extent possible, in the form of CPOs as long as the Reporting Persons are beneficial owners of 5% or more of the outstanding Shares, to provide that the Reporting Persons may not vote the Shares indirectly held by them.

A translation of the letter whereby the Reporting Persons requested authorization to the board of directors of the Issuer and of the Board Authorization are attached to this Statement as exhibits.

Except as herein disclosed, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any Shares.

Item 7.

Material to be filed as Exhibits

99.1	Joint Filing Agreement among María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala, dated as of December 8, 2008
99.2	Reciprocal Power of Attorney between María Asunción Aramburuzabala Larregui and Lucrecia Aramburuzabala Larregui de Fernández
99.3	Power of Attorney between María Asunción Aramburuzabala Larregui and Lucrecia Larregui González de Aramburuzabala
99.4	Letter to the board of directors of the Issuer requesting authorization to acquire 5% or more of the Shares, dated as of November 1, 2007
99.5	Authorization granted by the board of directors of the Issuer to acquire 5% or more of the Shares, dated as of November 15, 2007

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned party.

Dated: December 8, 2008

	María Asunción Aramburuzabala Larregui

	By:	/s/ María Asunción Aramburuzabala Larregui

	Lucrecia Aramburuzabala Larregui

	By:	/s/ María Asunción Aramburuzabala Larregui
	Name:	María Asunción Aramburuzabala Larregui
	Title:	Attorney-in-Fact

Lucrecia Larregui González de Aramburuzabala

By:		/s/ María Asunción Aramburuzabala Larregui
Name:		María Asunción Aramburuzabala Larregui
Title:		Attorney-in-Fact

EXHIBIT INDEX

99.1	Joint Filing Agreement among María Asunción Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernández and Lucrecia Larregui González de Aramburuzabala, dated as of December 8, 2008
99.2	Reciprocal Power of Attorney between María Asunción Aramburuzabala Larregui and Lucrecia Aramburuzabala Larregui de Fernández
99.3	Power of Attorney between María Asunción Aramburuzabala Larregui and Lucrecia Larregui González de Aramburuzabala
99.4	Letter to the board of directors of the Issuer requesting authorization to acquire 5% or more of the Shares, dated as of November 1, 2007
99.5	Authorization granted by the board of directors of the Issuer to acquire 5% or more of the Shares, dated as of November 15, 2007

SCHEDULE I

Name	Principal Business Address	Present Principal Occupation	Citizenship
María Asunción Aramburuzabala Larregui	Paseo de los Tamarindos 400-B piso 25, Col. Bosques de las Lomas, Delg. Cuajimalpa. Zip Code 05120. México D.F., México	Chairwoman and CEO of Tresalia Capital, S.A. de C.V. and Private Investor	Mexican
Lucrecia Aramburuzabala Larregui de Fernández	Paseo de los Tamarindos 400-B piso 25 Col. Bosques de las Lomas, Delg. Cuajimalpa. Zip code 05120. México D.F., México	Private Investor	Mexican
Lucrecia Larregui González de Aramburuzabala	Paseo de los Tamarindos 400-B piso 25 Col. Bosques de las Lomas, Delg. Cuajimalpa. Zip code 05120. México D.F., México	Private Investor	Mexican

EX-99.1 2 ex99-1.htm JOING FILING AGREEMENT ex99-1.htm

CUSIP No. 292448206

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d−1(k)(1) of the Securities and Exchange Act of 1934, as amended, with respect to the ordinary shares of common stock, no par value per share, of Empresas ICA, S.A.B. de C.V. Each of the undersigned further agrees and acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

DATED: December 8, 2008

	REPORTING PERSON

	María Asunción Aramburuzabala Larregui

	By:	/s/ María Asunción Aramburuzabala Larregui

	Lucrecia Aramburuzabala Larregui

	By:	/s/ María Asunción Aramburuzabala Larregui
	Name:	María Asunción Aramburuzabala Larregui
	Title:	Attorney-in-Fact

Lucrecia Larregui González de Aramburuzabala

By:		/s/ María Asunción Aramburuzabala Larregui
Name:		María Asunción Aramburuzabala Larregui
Title:		Attorney-in-Fact

EX-99.2 3 ex99-2.htm RECIPROCAL POWER OF ATTORNEY ex99-2.htm

CUSIP No. 292448206

Exhibit 99.2

Translation into English for Convenience Purposes Only

FRANCISCO LOZANO NORIEGA, ESQ.

TOMAS LOZANO MOLINA, ESQ.

G. SCHILA OLIVERA GONZALEZ, ESQ.

NOTARIES

MEXICO CITY, THE FEDERAL DISTRICT

VOLUME TEN THOUSAND AND SEVENTY FIVE. TLM/REM.

TWO HUNDRED AND SEVENTY-EIGHT THOUSAND SEVENTY NINE.

IN MEXICO, THE FEDERAL DISTRICT, on the tenth day of July in the year nineteen hundred and ninety-seven.

I, TOMAS LOZANO MOLINA, Notary Number Ten of the Federal District, do record:

A RECIPROCAL GENERAL POWER OF ATTORNEY

granted by

MRS. MARIA ASUNCION ARAMBURUZABALA LARREGUI DE ZAPATA AND

MRS. LUCRECIA ARAMBURUZABALA LARREGUI DE FERNANDEZ

in order that they may exercise the following

POWERS:

ARTICLE ONE

A general power of attorney for lawsuits and collections, with all such general powers, and even such special powers, as the law may require a special power of attorney or a special clause, pursuant to the first paragraph of Article Two Thousand Five Hundred and Fifty-Four of the Civil Code in force in the federal District and the equivalent thereto in all of the States of the Republic of Mexico.

Set forth as examples and not in a limitative manner, among other powers, the following are mentioned:

I. To bring and the dismiss all manner of proceedings, including constitutional proceedings(amparo).

II. To make settlements.

III. To submit to arbitrators.

IV. To pose and to answer depositions, including in labor matters.

V. To make challenges.

VI. To transfer assets.

VII. To receive payments.

VIII. To submit accusations and grievances in criminal matters and to withdraw them when the law so permits.

IX. To join as a civil party with the office of the prosecutor and to demand civil damages.

ARTICLE TWO

The faculty referred to in the preceding article shall be exercised in relation to private parties and before all manner of administrative or judicial authorities, including those of a federal or local character, as well as before conciliation and arbitration panels, whether local or federal, and labor authorities.

ARTICLE THREE

A general power of attorney for acts of administration in accordance with the second paragraph of the mentioned Article Two Thousand Five Hundred and Fifty-Four of the Civil Code.

ARTICLE FOUR

A power of attorney in labor matters, with express powers to pose and to answer interrogatories, in accordance with that provided for in Article Seven Hundred and Eighty-Six of the Federal Labor Law, with powers to manage labor relations and to conciliate in accordance with that provided for in Article Eleven and in Sections One and Six of Article Eight Hundred and Seventy-Six of the mentioned law, as well as to appear before the courts, in accordance with Sections One, Two, and Three of Article Six Hundred and Ninety-Two and Article Eight Hundred and Seventy-Eight of the mentioned law.

ARTICLE FIVE

A general power of attorney for acts of ownership, pursuant to the third paragraph of the mentioned article of the Civil Code.

ARTICLE SIX

A power of attorney to issue and to sign negotiable instruments in accordance with the terms of Article Ninth of the General Law on Credit Transactions and Negotiable Instruments.

ARTICLE SEVEN

A power to grant general and special powers of attorney and to revoke either, including to their attorneys-in-fact the power to substitute the powers of attorney granted by them.

I DO CERTIFY:

I. That I know the appearing parties and I believe that they have legal capacity to make this record.

II. That, with respect to their background information, upon their being admonished as to the penalties incurred by such persons as make false declarations, the appearing parties stated that they are:

--- MRS. MARIA ASUNCION ARAMBURUZABALA LARREGUI DE ZAPATA

Mexican by birth, originating from Mexico, the Federal District, at which place she was born on the second day of May in the year nineteen hundred and sixty-three, and that she is married, a housewife, with her domicile at the street address of Santa Anita number three hundred and ninety-five, Colonia Lomas Hipódromo, Naucalpan de Juárez, State of México, zip code number fifty three thousand nine hundred, and being up to date with the payment of the Income Tax, without having it justified.

--- MRS. LUCRECIA ARAMBURUZABALA LARREGUI DE FERNANDEZ

Mexican by birth, originating from Mexico, the Federal District, at which place she was born on the twenty-ninth day of March in the year nineteen hundred and sixty-seven, and that she is married, a housewife, with her domicile at the building numbered ninety seven, apartment number one thousand one hundred and one, at the street Alencastre, Colonia Lomas de Chapultepec, zip code eleven thousand, being up to date with the payment of the Income Tax, without having it justified.

III. That, upon reading aloud and explaining this recorded document to the appearing parties, they stated that they accepted it, and they have signed it in my presence on the date hereof.

UPON WHICH, I HAVE DEFINITIVELY AUTHORIZED IT.

FRANCISCO LOZANO NORIEGA, ESQ.

TOMAS LOZANO MOLINA, ESQ.

G. SCHILA OLIVERA GONZALEZ, ESQ.

NOTARIES

MEXICO CITY, THE FEDERAL DISTRICT

I DO SO ATTEST.

Two illegible signatures.

T. Lozano Molina. Flourish or initials.

The authorizing seal.

In order to comply with that provided for in Article Two Thousand Five Hundred and Fifty-Four of the Civil Code in force in the Federal District, the following is transcribed:

"Article 2,554

In all general powers of attorney for lawsuits and collections, it shall be sufficient to set forth that they are granted with all such general and special powers that may require a special clause in accordance with the law in order for them to be deemed to be granted with no limitation whatsoever.

In general powers of attorney to administer property, it shall be sufficient to set forth that they are granted with this character in order for the attorney-in-fact to hold all manner of powers of administration.

In general powers of attorney to exercise acts of ownership it shall be sufficient to set forth that they are granted with this character in order for the attorney-in-fact to hold all manner of powers of ownership, both with respect to the property as well as for executing all manner of transactions for the purpose safeguarding it.

In the three cases mentioned above, when it is desired that a limitation be placed on the powers of the attorneys-in-fact, such limitations shall be set forth, or the powers shall be special.

Notaries shall insert this article into all evidentiary copies of the powers of attorney that they issue."

I DO ISSUE THIS FIRST EVIDENTIARY COPY (FIRST COPY, IN SEQUENTIAL ORDER) FOR THE ATTORNEYS-IN-FACT, MRS. MARIA ASUNCION ARAMBURUZABALA LARREGUI DE ZAPATA, AND MRS. LUCRECIA ARAMBURUZABALA LARREGUI DE FERNANDEZ.

ON THREE PAGES.

IN MEXICO, THE FEDERAL DISTRICT, ON THE TENTH DAY OF JULY IN THE YEAR NINETEEN HUNDRED AND NINETY SEVEN.

PROOFREAD. I DO SO ATTEST.

EX-99.3 4 ex99-3.htm POWER OF ATTORNEY ex99-3.htm

CUSIP No. 292448206

Exhibit 99.3

Translation into English for Convenience Purposes Only

FRANCISCO LOZANO NORIEGA, ESQ.

TOMAS LOZANO MOLINA, ESQ.

G. SCHILA OLIVERA GONZALEZ, ESQ.

NOTARIES 87, 10 and 2007 of the FEDERAL DISTRICT

VOLUME TEN THOUSAND FIVE HUNDRED AND FORTY-FOUR. TLM/AES.

PUBLIC DEED TWO HUNDRED AND EIGHTY-FOUR THOUSAND THREE HUNDRED AND FOUR.

IN MEXICO, THE FEDERAL DISTRICT, on the thirteenth day of September of two thousand two.

I, GEORGINA SCHILA OLIVERA GONZALEZ, Notary Number two hundred and seven, associate of TOMAS LOZANO MOLINA, Notary Number Ten of the Federal District, do record:

A GENERAL POWER OF ATTORNEY,

granted by

MRS. LUCRECIA LARREGUI GONZALEZ DE ARAMBURUZABALA

MRS. MARIA ASUNCION ARAMBURUZABALA LARREGUI

to be exercised by her in accordance with the following

CLAUSES:

ARTICLE ONE

A general power of attorney for lawsuits and collections, with all such general powers, and even such special powers, as the law may require a special power of attorney or a special clause, pursuant to the first paragraph of Article Two Thousand Five Hundred and Fifty-Four of the Civil Code in force in the Federal District, and its correlative codes in all of the States of the Republic of Mexico.

Set forth as examples and not in a limitative manner, among other powers, the following are mentioned:

I. To bring and the dismiss all manner of proceedings, including constitutional proceedings (amparos).

II. To make settlements.

III. To submit to arbitrators.

IV. To pose and to answer interrogatories, including in labor matters.

V. To make challenges.

VI. To transfer assets.

VII. To receive payments.

VIII. To submit accusations and grievances in criminal matters and to withdraw them when the law so permits.

IX. To join as a civil party with the office of the prosecutor and to demand civil damages.

ARTICLE TWO

The faculty referred to in the preceding article shall be exercised in relation to private parties and before all kinds of administrative or judicial authorities, including those of a federal or local character, as well as before conciliation and arbitration panels, whether local or federal, and labor authorities.

ARTICLE THREE

A general power of attorney for acts of administration in accordance with the second paragraph of the mentioned Article Two Thousand Five Hundred and Fifty-Four of the Civil Code.

ARTICLE FOUR

ARTICLE FIVE

A general power of attorney for acts of ownership pursuant to the third paragraph of the mentioned article of the Civil Code.

ARTICLE SIX

A power of attorney to issue and to sign negotiable instruments in accordance with the terms of Article Ninth of the General Law on Credit Transactions and Negotiable Instruments.

ARTICLE SEVEN

A power to grant general and special powers of attorney and to revoke either.

ARTICLE EIGHT

The power to grant, to such persons as they may designate as attorneys-in-fact, the power to effect substitution, in turn, for such powers as they may grant.

I DO CERTIFY:

I. That I know the appearing party and I believe that she has legal capacity to make this record and I advised her of the penalties incurred for making false declarations, attesting her to act with the truth.

II. The appearing party stated that she is:

A Mexican by naturalization, in accordance with the naturalization letter number four thousand five hundred and forty-two issued by the Ministry of Foreign Affairs, dated July fifteenth in the year of nineteen hundred and seventy-two, originating from Toluca, the State of Mexico, at which place she was born on the first day of January in the year nineteen hundred and thirty-nine, and that she is unmarried, housewife, with her domicile at the street address of Paseo de los Tamarindos, number four hundred B, twenty-fifth floor, Colonia Bosques de las Lomas, Delegacion Cuajimalpla, zip code zero five thousand one hundred and twenty.

III. That I had documents mentioned in this deed before me.

IV. That I identified myself as a notary public to the appearing party and I informed her of her right to personally read this public deed and that its contents be explained to her by the notery public, which rights she exercised.

V. That, upon reading aloud and explaining to the appearing party its legal value, scope and consequences, she stated that she accepted it and understood it, and she has signed it in my presence on the eighth day of october of the present year.

UPON WHICH, I HAVE DEFINITIVELY AUTHORIZED IT.

I DO SO ATTEST.

One signature.

G.S. Olivera Gonzalez. Flourish or initials.

The authorizing seal.

FRANCISCO LOZANO NORIEGA, ESQ.

TOMAS LOZANO MOLINA, ESQ.

G. SCHILA OLIVERA GONZALEZ, ESQ.

NOTARIES 87, 10 and 2007 of the FEDERAL DISTRICT

In order to comply with that provided for in Article Two Thousand Five Hundred and Fifty-Four of the Civil Code in force in the Federal District, the following is transcribed:

"Article 2,554

In the three cases mentioned above, when it is desired that a limitation be placed on the powers of the attorneys-in-fact, such limitations shall be set forth, or the powers shall be special.

Notaries shall insert this article into all evidentiary copies of the powers of attorney that they issue."

I DO ISSUE THIS FIRST EVIDENTIARY COPY (FIRST COPY, IN SEQUENTIAL ORDER) FOR THE ATTORNEY-IN-FACT, MRS. MARIA ASUNCION ARAMBURUZABALA LARREGUI

ON THREE PAGES.

IN MEXICO, THE FEDERAL DISTRICT, ON THE TENTH DAY OF OCTOBER IN THE YEAR TWO THOUSAND AND TWO.

PROOFREAD. I DO SO ATTEST.

EX-99.4 5 ex99-4.htm LETTER TO THE BOARD OF DIRECTORS OF THE ISSUER ex99-4.htm

CUSIP No. 292448206

Exhibit 99.4

Translation into English for Convenience Purposes Only

Mexico, Federal District, November 1, 2007

Board of Directors of

Empresas ICA, S.A.B. de C.V.

Mineria No. 145

Edificio G

Second Floor

Colonia Escandon

11800 Mexico, Federal District

Attention: Chairman of the Board of Directors

Secretary of the Board of Directors

Messrs:

Reference is made to the by-laws of Empresas ICA, S.A.B. de C.V. (“ICA”) and, in particular, to the Articles Thirteen to Twenty-two of such by-laws, and we hereby request authorization so that jointly Mrs. Lucrecia Larregui de Aramburuzabala, Mrs. María Asunción Aramburuzabala Larregui and Mrs. Lucrecia Aramburuzabala Larregui may, directly or through a trust or entity created for such purposes (jointly, for purposes of this request letter, the “Acquirers”), acquire and maintain ownership of shares of ICA or, to the extent available as a result of the nationality of the Acquirers, ordinary participation certificates whose underlying security is ordinary shares of ICA, representing in each case up to ten percent (10%) of the total outstanding shares of ICA (the “Securities to be Acquired”). The capitalized terms used in this letter and which are not defined herein, shall have the meanings ascribed to such terms in the by-laws of ICA.

To obtain such authorization, we represent the following, in accordance with the requirements set forth in the by-laws of ICA:

(a) that as of the date of this letter, the Acquirers are owners of 24,837,592 (twenty-four million eight hundred and thirty-seven thousand five hundred and ninety-two) Shares, which represent four point ninety-nine percent (4.99%) of the total Shares, that the Shares were acquired by the Acquirers at prices that range between Ps.22.50 (twenty-two pesos 50/100 legal tender of Mexico) and Ps.67.10 (sixty-seven 10/100 legal tender of Mexico), and that, to the extent possible given the Mexican nationality of the Acquirers, they have the intention of converting such Shares, once such Shares represent five percent (5%) of the total Shares, into ordinary participation certificates whose underlying security are Shares, as soon as possible once the authorization referred to in this letter is granted, to neutralize the vote corresponding to such underlying Shares; to the extent it is not possible, they would inform the Board of Directors of ICA;

(b) that the Acquirers have the intention of acquiring up to a number equal to the Securities to be Acquired, or 49,775,073 (forty-nine million seven hundred and seventy-five thousand and seventy three) Shares representative of, or ordinary participation certificates, in this last case to the extent possible, which shall have as underlying security precisely, up to ten percent (10%) of the Shares, during a period of twelve (12) months following the date of this letter, as permitted by the by-laws of ICA, so as to not influence negatively on the market price of the Shares;

(c) that each of Mrs. Lucrecia Larregui de Aramburuzabala, Mrs. María Asunción Aramburuzabala Larregui and Mrs. Lucrecia Aramburuzabala Larregui are Mexican nationals, in case of acquiring the Securities to be Acquired through an entity, such entity would be controlled by them and would be of Mexican nationality, with a clause to exclude foreigners, and in case of acquiring the Securities to be Acquired through a trust, the trustee of such trust would be a Mexican banking institution and they would be the beneficiaries and controlling persons of the trust;

(d) that the reason for which the Acquirers intend to acquire the Securities to be Acquired is strictly for investment purposes, of a passive nature, and without having the intention of obtaining a Significant Influence or Control of ICA;

(e) except as described below, that the Acquirers are not, directly or indirectly, Competitors of ICA or any Subsidiary or Affiliate of ICA, and that the Acquirers have the authority to acquire, legally, the Securities to be Acquired; Mrs. Lucrecia Larregui de Aramburuzabala, Mrs. María Asunción Aramburuzabala Larregui and Mrs. Lucrecia Aramburuzabala Larregui do not have relatives, by blood or marriage up to the fourth degree, or spouse or concubine, that could be considered a Competitor of ICA or of any Subsidiary or Affiliate of ICA; the Acquirers do not have any interest or participation, in the capital stock or the administration, management or operation, of a Competitor, directly or through any other Person or relative, by blood or marriage up to the fourth degree, or spouse or concubine, except for (i) investments made for investment purposes and of a passive nature, (ii) investments in entities and mutual funds, which could result in an indirect investment of a Competitor, (iii) a majority investment and control of the management and business of BCBA Impulse Ingeniería Inmobiliaria, S.A. de C.V., a Mexican company whose purpose is the development and promotion of real estate projects, particularly for middle income housing, offices and vacation homes, and (iv) passive investments and without participation in the management, in percentages not greater than three percent (3%), in each case, of the respective outstanding shares of Grupo Mexicano de Desarrollo, S.A.B. de C.V., Carso Infraestructura y Construcción, S.A.B. de C.V., Impulsora del Desarrollo y el Empleo en America Latina, S.A.B. de C.V. and Promotora y Operadora de Infraestructura, S.A.B. de C.V.;

(f) that the funds that the Acquirers intend to use to pay for the Securities to be Acquired are personal and do not derive from any financing;

(g) that the Acquirers do not form part of any economic group, different from the group described in this letter;

(h) that the Acquirers have not received any funds as loans or in any other manner from any other Related Person different from the Acquirers themselves, in connection with the acquisition of the Securities to be Acquired.

We hereby respectfully request (i) an express resolution, in the affirmative or negative, to the request contemplated by this letter as soon as possible, but in no event later that on November 15, 2007, and (ii) that the officers of ICA support the Acquirers in carrying out the conversion of the Shares acquired to this date, into ordinary participation certificates that have Shares as underlying securities, as soon as possible once the authorization referred to by this letter is granted, to the extent possible.

We hereby further represent that, if our future ownership of Shares were to be less than five percent (5%) of the outstanding Shares, we have the intention of converting the ordinary participation certificates into shares of ICA, in order to freely exercise the voting rights attached to such shares.

Sincerely,


	Lucrecia Larregui de Aramburuzabala


	María Asunción Aramburuzabala Larregui


	Lucrecia Aramburuzabala Larregui

cc: Dr. Jose Luis Guerrero

Chief Executive Officer

Empresas ICA, S.A.B. de C.V.

Mineria No.145

Colonia Escandon

11800, Mexico, Federal District

EX-99.5 6 ex99-5.htm AUTHORIZATION GRANTED BY THE BOARD OF DIRECTORS OF THE ISSUER ex99-5.htm

CUSIP No. 292448206

Exhibit 99.5

EMICA

Translation into English for Convenience Purposes Only

Mexico, Federal District, November 15, 2007

LUCRECIA LARREGUI DE ARAMBURUZABALA

MARÍA ASUNCIÓN ARAMBURUZABALA LARREGUI

LUCRECIA ARAMBURUZABALA LARREGUI

Paseo de Tamarindos 400-B

Floor 25

Col. Bosques de las Lomas,

Mexico, Federal District 05120

Dear Madams:

Reference is made to your letter dated November 1 of this year, in which you request to the Board of Directors of EMPRESAS ICA, S.A.B. DE C.V. (EMICA), authorization to acquire Shares of EMICA in a percentage that will be greater than 4.99% of the outstanding Shares of such company, which percentage [4.99%] you indicate to own as of the date hereof. Pursuant to your letter requesting authorization, you point out that such acquisition of Shares would be made, among others, under the following circumstances:

a)	Acquisition of up to a 49,775,073 Shares and your intention of converting such shares, in case that your ownership exceeds 5% of the outstanding Shares, into Ordinary Participation Certificates to neutralize the vote corresponding to such Shares, to the extent possible.

b)	The reason for acquiring the Shares is strictly for investment purposes, of a passive nature, and without having the intention of obtaining a Significant Influence or Control of EMICA.

c)	Except as described in your letter, the acquirers are not directly or indirectly Competitors of ICA or any of its Subsidiaries or Affiliates.

That it is your intention to be the owners of the Shares that are acquired, to the extent possible, through Ordinary Participation Certificates that have Shares as underlying securities, and that in case that the future ownership of Shares were to be less than 5% of the total outstanding Shares, you have the intention of converting such Ordinary Participation Certificates again into Shares and exercise the corresponding voting rights.

EMICA

We hereby inform you that on November 5, 2007, by means of the Chairman of the Board of Directors of EMICA, the Board of Directors was informed of your intention to acquire Shares of EMICA in accordance with the terms set forth above.

On such regard, the Board of Directors of EMICA resolved to authorize, exclusively, MRS. LUCRECIA LARREGUI DE ARAMBURUZABALA, MRS. MARÍA ASUNCIÓN ARAMBURUZABALA LARREGUI AND MRS. LUCRECIA ARAMBURUZABALA LARREGUI so that they may, jointly or severally, acquire Shares of EMICA in an number that in the aggregate shall always be less than 10% of the outstanding Shares of EMICA (the Authorized Shares) and as long as the following terms and conditions are met:

1.	That the acquisition of the Authorized Shares be made directly or through another person or trust organized or created under the laws of Mexico, over which the you shall have Control and which shall, in any event, be notified to the Board of Directors.

That the Authorized Shares in no event represent more than 9.99% of the outstanding Shares of EMICA, and so long as they represent 5% or more and up of 9.99% of the outstanding Shares of EMICA, such ownership should be held in the form of Ordinary Participation Certificates issued through Trust No. 13400-5 of Banamex.

If in any event your ownership of Ordinary Participation Certificates of EMICA represents 5% or more of the outstanding Shares, and you have the intention of converting such Ordinary Participation Certificates into shares to exercise the voting rights attached to the shares, whether directly or indirectly or through Restricted Agreements, a new authorization must be obtained from the Board of Directors in accordance with the by-laws of EMICA, otherwise, the provisions of the last paragraph of Section II of Clause Twenty-two of the By-laws of EMICA will be applicable.

In addition to the foregoing, we represent that the foregoing authorization to acquire 5% or more is granted only because you have represented to us, and in the strict understanding that: (i) the acquirers are not directly or indirectly Competitors of EMICA or any of its Subsidiaries or Affiliates, except as described in your letter; (ii) the intention [is] strictly for investments purposes, of a passive nature, in the companies disclosed in your letter, even if your ownership increases, except for BCBA Impulse Ingeniería Inmobiliaria, S.A. de C.V., which we understand you have the intent to continue to control and operate; and (iii) that any change in the purpose of your investment in the companies disclosed in your letter, so long as you hold 5% or more of the outstanding Shares of EMICA, which seeks result in the acquisition of Significant Influence or Control of such companies, shall be informed as soon as practicable to the Board of Directors of EMICA (except for BCBA Impulse Ingeniería Inmobiliaria, S.A. de C.V., which we understand you have the intent to continue to control and operate), so that the Board of Directors may decide whether or not to terminate the effectiveness of this authorization.

EMICA

The capitalized terms used in this letter and which are not defined herein, shall have the meanings ascribed to such terms in Clause Thirteen of the by-laws of EMICA and this authorization does not entail an authorization to acquire any more Shares in the future in addition to the those expressly permitted by the terms and conditions of this authorization, reason for which any additional acquisition shall have to be carried out pursuant to the by-laws of EMICA.

Sincerely,

[SIGNATURE]

Luis Carlos Romandía García

Secretary of the Board of Directors

cc: Ing. Bernardo Quintana. Chairman of the Board of Directors.

Dr. Jose Luis Guerrero Alvarez. Chief Executive Officer.

C.P. Juan Claudio Salles Mannuel. Chairman of the Audit Committee.

Lic. Emilio Carrillo Gamboa. Chairman of the Corporate Practices Committee.