SC 13D/A 1 slim858352.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 )(1) America Movil, S.A. de C.V. (the "Issuer") -------------------------------------------------------------------------------- (Name of Issuer) American Depositary Shares ("L Share ADSs"), each representing 20 Series L Shares ("L Shares") American Depositary Shares ("A Share ADSs"), each representing 20 Series A Shares ("A Shares") -------------------------------------------------------------------------------- (Title of Class of Securities) 02364W105 for L Share ADSs(2) 02364W204 for A Share ADSs(3) -------------------------------------------------------------------------------- (CUSIP Number) Rafael Robles Miaja Franck, Galicia, Duclaud y Robles, S.C. Torre Optima Tercer Piso Avenida Paseo de las Palmas 405 Colonia: Lomas de Chapultepec Mexico, D.F. 11000, Mexico (525) 540-9225 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 28, 2001 ------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 49 Pages) --------------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP number is for the L Share ADSs only. No CUSIP number exists for the underlying L Shares, since such shares are not traded in the United States. 3 CUSIP number is for the A Share ADSs only. No CUSIP number exists for the underlying A Shares, since such shares are not traded in the United States. ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Slim Helu 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 40,000 A Shares and 100,000 EACH REPORTING PERSON L Shares (See Items 5(a) and 5(b)) WITH 8 SHARED VOTING POWER 45,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 40,000 A Shares and 100,000 L Shares (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,179,030 A Shares and 2,825,958,797 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 8,132 L Shares (See Items 5(a) and 5(b)) EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 8,132 L Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,825,866,929 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marco Antonio Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 8,132 L Shares (See Items 5(a) and 5(b)) EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 8,132 L Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,825,866,929 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Patrick Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 8,134 L Shares (See Items 5(a) and 5(b)) EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 8,134 L Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,825,866,931 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Maria Soumaya Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 8,134 L Shares (See Items 5(a) and 5(b)) EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 8,134 L Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,825,866,931 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vanessa Paola Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 408,134 L Shares (See Items 5(a) and 5(b)) EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 408,134 L Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,826,266,931 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Johanna Monique Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 570,134 L Shares (See Items 5(a) and 5(b)) EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 570,134 L Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,825,858,797 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,826,428,931 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.4% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carso Global Telecom, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, BK and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 48,139,030 A Shares and 2,801,436,761 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,801,436,761 L Shares (See Items 5(a) and 5(b)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,801,436,761 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% of A Shares and 26.2% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grupo Carso, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 6,000,000 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,000,000 L Shares (See Items 5(a) and 5(b)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000,000 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------- CUSIP No. 02364W105 L Share ADSs 13D 02364W204 A Share ADSs ----------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grupo Financiero Inbursa, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 18,422,036 L Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 18,422,036 L Shares (See Items 5(a) and 5(b)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,422,036 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. No Change Item 2. Identity and Background This Statement is filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the persons listed below (the "Reporting Persons"). (1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the "Slim Family"), each of whom is a Mexican citizen, beneficially own, directly and indirectly, a majority of the outstanding voting equity securities of Carso Global Telecom, S.A. de C.V. ("CGT"), Grupo Carso, S.A. de C.V. ("Carso") and Grupo Financiero Inbursa, S.A. de C.V. ("GFI"). As a result, ownership of all L Shares and A Shares owned or controlled by these entities is deemed to be shared among each member of the Slim Family. (2) CGT is a sociedad anonima de capital variable organized under the laws of the United Mexican States. CGT is a holding company with interests in the Issuer and other telecommunications companies. (3) Carso is a sociedad anonima de capital variable organized under the laws of the United Mexican States. Carso is a holding company with interests in the tobacco, mining, metallurgical and other commercial industries in the operation of restaurants and department stores, and in the production of copper, copper alloys, copper cable, aluminum wires and tires. (4) GFI is a sociedad anonima de capital variable organized under the laws of the United Mexican States. GFI is a financial services holding company. GFI owns all of the outstanding voting equity securities of several financial institutions organized in Mexico, including a broker-dealer, a bank, an insurance company and a surety bonding company. The names, addresses, occupations and citizenship of the Reporting Persons and the executive officers and directors of each of CGT, Carso and GFI are set forth in Schedule I attached hereto. None of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers listed in Schedule I has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Except as set forth below, all of the A Shares and L Shares (and A Share ADSs and L Share ADSs) owned or controlled by the Reporting Persons were acquired as a result of the spin-off (the "Spin-Off") of the Issuer from Telefonos de Mexico, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of the United Mexican States ("Telmex"). Since the Spin-Off, CGT has purchased 29,798,200 L Shares and 2,141,700 A Shares for an aggregate amount of approximately US$28,083,211 and US$1,852,994, respectively. The funds used to purchase such L Shares and A Shares were obtained from the working capital of CGT, the issuance of commercial paper of CGT, and unsecured short-term promissory notes made by CGT in favor of Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, a wholly-owned subsidiary of GFI. Item 4. Purpose of Transaction. Since December 20, 1990, CGT, SBC International, Inc. ("SBC"), and certain other persons were party to a trust (the "Telmex Control Trust") governing such parties ownership of the Series AA shares, no par value (the "Telmex AA Shares"), of Telmex. On September 25, 2000, the stockholders of Telmex approved the implementation of the Spin-Off. As a result, each holder of a Telmex AA Share received a AA Share, no par value (collectively, the "AA Shares"), of the Issuer, and the Telmex Control Trust, in addition to the Telmex AA Shares that it previously held, acquired the AA Shares distributable to the beneficiaries of the Telmex Control Trust as a result of the Spin-Off. As between SBC and CGT, the Telmex Control Trust has been terminated, and the AA Shares held by the Telmex Control Trust were distributed to the Telmex Control Trust's beneficiaries. On March 13, 2001, CGT and SBC entered into a Shareholders Agreement (the "Shareholders Agreement"), and on March 28, 2001, CGT and SBC established a trust (together with the Shareholders Agreement, the "AM Agreements"), which govern the ownership and voting of any and all future AA Shares owned by such parties. CGT holds 64.6% of the issued and outstanding AA Shares, and SBC holds 27.4% of the issued and outstanding AA Shares. Under the terms of the AM Agreements, each of CGT and SBC agrees to vote its AA Shares in favor of seven members nominated by CGT to the board of directors of the Issuer (the "Board") and two members nominated by SBC to the Board (or in similar proportion if the holders of AA Shares are unable to elect nine members of the Board). The Board will not consider or vote on any specified matter to be reviewed by the executive committee of the Issuer (the "Executive Committee") unless the Executive Committee has made a recommendation to the Board with respect to such matter, subject to certain exceptions. The Executive Committee consists of four members, three of whom shall be appointed by CGT and one of whom shall be appointed by SBC. CGT and SBC have agreed to cause the Executive Committee to mutually agree upon all matters presented to the Executive Committee, and to follow certain procedures in the event they are unable to do so. With the exception of the appointment of members to the Board and the Executive Committee, under the terms of the AM Agreements, CGT has the power to direct the voting of the AA Shares held by SBC. Each of SBC and CGT has granted to the other a right of first offer on any proposed transfer of AA Shares held by such party, except for transfers to certain affiliates. Upon the receipt of a notice of proposed transfer, the party receiving the notice shall have 30 calendar days to decide whether it wishes to purchase all (but not less than all) of the AA Shares proposed to be sold by the notifying party. In the event the receiving party elects not to purchase the AA Shares offered for sale or is otherwise unable to complete the purchase of such AA Shares in accordance with the Shareholders Agreement, the notifying party shall have 180 days within which to sell such AA Shares, to a third party at the same price offered to the receiving party; provided, that the purchasing third party shall have agreed in advance to be governed by a shareholders agreement on substantially the same terms as provided for in the AM Agreements. In addition to the right of first offer described above, each of CGT and SBC has granted to the other certain drag along rights, which require the party transferring a majority of its AA Shares to a third party to include the AA Shares held by the other party in such sale. Notwithstanding any of the foregoing, either party to the AM Agreements is free to convert any AA Shares held by such party into L Shares and transfer such L Shares to a third party without complying with the right of first offer and drag along right described above. The AM Agreements are terminable, upon six months prior notice, on March 13, 2006 or upon the mutual agreement of SBC and CGT. Additionally, the AM Agreements shall terminate in the event either party thereto converts all of the AA Shares held by such party into L Shares, or in certain other instances as set forth therein. The foregoing description is qualified in its entirety by the AM Agreements, which are referenced in Item 7 of this Statement and incorporated in this Item 4 by reference. Under the Issuer's bylaws, AA Shares and A Shares have full voting rights and L Shares have limited voting rights. Each AA Share and each A Share is convertible at the holder's option into one L Share, in each case subject to restrictions under the Issuer's by-laws, which are summarized in the table below. % of Combined Number of Class of Issuer's % of Issuer's Outstanding Outstanding AA Shares Capital Stock Capital Stock and A Shares ------------- ------------- ------------ L Shares No more than 80% A Shares No more than 19.65% No more than 49% AA Shares At least 20% but no more than 51% No less than 51% Combined AA Shares No more than 51% and A Shares Combined A Shares and L Shares No more than 80% Through its direct ownership of A and AA Shares and its power to vote the AA Shares owned by SBC under the AM Agreements, CGT may be deemed to control the Issuer. Except as set forth in this Statement, none of the Reporting Persons currently has plans or proposals which relate to or which would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. However, from time to time the Reporting Persons may evaluate the possibility of acquiring additional A Shares and L Shares, disposing of A Shares and L Shares, or entering into corporate transactions involving the Issuer (including, but not limited to, joint ventures and/or other commercial arrangements with the Issuer). 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 Schedule 13D, to the extent deemed advisable by the Reporting Persons. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons have, as of May 9, 2001, the following interests in the A Shares and L Shares: A Shares(1) L Shares(2) ------------------------------ ------------------------------- Number % of Class Number % of Class Carlos Slim Helu(3)........... 48,179,030 14.4% 2,825,958,797 26.4% Carlos Slim Domit(4).......... 48,139,030 14.4% 2,825,866,929 26.4% Marco Antonio Slim Domit(5)... 48,139,030 14.4% 2,825,866,929 26.4% Patrick Slim Domit(6)......... 48,139,030 14.4% 2,825,866,931 26.4% Maria Soumaya Slim Domit(7)... 48,139,030 14.4% 2,825,866,931 26.4% Vanessa Paola Slim Domit(8)... 48,139,030 14.4% 2,826,266,931 26.4% Johanna Monique Domit(9)...... 48,139,030 14.4% 2,826,428,931 26.4% CGT(10)....................... 48,139,030 14.4% 2,801,436,761 26.2% Carso(11)..................... -- -- 6,000,000 0.1% GFI........................... -- -- 18,422,036 0.2%
(1) Based upon 333,518,387 A Shares outstanding as of May 9, 2001. Includes A Shares held in the form of A Share ADSs. Except as otherwise indicated, all A Shares are held in the form of A Shares. (2) Based upon 9,521,264,501 L Shares outstanding as of May 9, 2001. Includes L Shares held in the form of L Share ADSs. L Share totals and percentages assume that all of the A Shares and 1,126,609,861 AA Shares held by the relevant Reporting Person have been converted into L Shares in accordance with the restrictions set forth in Item 4 above. Except as otherwise indicated, all L Shares are held in the form of L Shares. (3) Includes 40,000 A Shares and 100,000 L Shares owned directly by Carlos Slim Helu, as well as A Shares and L Shares beneficially owned through GFI, Carso and CGT by trusts for the benefit of the Slim Family (the "Family Trust Shares"). All A Shares and L Shares owned by such trusts are deemed to be beneficially owned by each member of the Slim family that is a beneficiary of such trusts. Thus, beneficial ownership of A Shares and L Shares is deemed to be shared by each member of the Slim family. (4) Includes 8,132 L Shares owned directly by Carlos Slim Domit, as well as the Family Trust Shares. (5) Includes 8,132 L Shares owned directly by Marco Antonio Slim Domit, as well as the Family Trust Shares. (6) Includes 8,134 L Shares owned directly by Patrick Slim Domit, as well as the Family Trust Shares. (7) Includes 8,134 L Shares owned directly by Maria Soumaya Slim Domit, as well as the Family Trust Shares. (8) Includes 408,134 L Shares owned directly by Vanessa Paola Slim Domit and her spouse, as well as the Family Trust Shares. (9) Includes 570,134 L Shares owned directly by Johanna Monique Slim Domit and her spouse, as well as the Family Trust Shares. (10) Includes 1,532,214,660 L Shares held in the form of L Share ADSs. (11) All L Shares owned by Carso are held in the form of L Share ADSs. (b) Because the Slim Family beneficially owns a majority of the outstanding voting equity securities of CGT, Carso and GFI, the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by such persons. Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the A Shares or L Shares owned by the Reporting Persons. (c) All transactions in A Shares and L Shares effected by the Reporting Persons in the 60-day period preceding the date of this filing are listed in Schedule II hereto. (d) Because the Slim Family beneficially owns a majority of the outstanding voting equity securities of CGT, Carso and GFI, the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by such persons. Except as disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale, of A Shares or L Shares owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. CGT has entered into matched put and call options pursuant to which it has an option to purchase, and the relevant counterparty has an option to sell, L Shares (in the form of L Share ADSs) on the terms indicated below. Each such option is exercisable only on its expiration date. Number of Strike Price Net Aggregate Counterparty Expiration Date L Shares per L Share Premiums ------------ --------------- -------- ----------- -------- J.P. Morgan & Co. September 4, 2001 14,000,000 US$0.96 US$895,755 Chase Manhattan Bank August 29, 2001 19,000,000 1.03 1,381,058 Chase Manhattan Bank August 29, 2001 16,000,000 0.91 973,909 Chase Manhattan Bank September 7, 2001 30,000,000 1.08 2,565,088 Chase Manhattan Bank September 12, 2001 21,000,000 1.03 1,718,762
Additionally, CGT has entered into Forward Share Purchase Transactions pursuant to which it is obligated to buy L Shares (in the form of L Shares ADSs) from a counterparty on the terms specified below. In each case, if the market price per L Share is greater than 150% of the applicable purchase price per L Share on the applicable expiration date, CGT must refund such excess to the counterparty. The L Shares that are the subject of each contract listed below were sold to the counterparty at the inception of such contract, but for the purposes of this Statement are treated as beneficially owned by CGT. Number of Purchase Price Counterparty Expiration Date L Shares per L Share Interest Rate ------------ --------------- -------- ----------- ------------- Chase Manhattan Bank September 4, 2001 80,000,000 US$0.6786 4.15% per annum Chase Manhattan Bank September 4, 2001 40,000,000 0.6841 4.15% per annum Chase Manhattan Bank October 29, 2001 40,000,000 0.7916 4.12% per annum
Other than as disclosed herein and in Item 4 of this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to A Shares or L Shares. Item 7. Material to be Filed as Exhibits ------- -------------------------------- Exhibit Number Description Page Number -------------- ----------- ----------- 1 Trust Agreement (Original Spanish Version) 23 2 Trust Agreement (English Translation) 33 3 Shareholders' Agreement 41 * The Powers of Attorney and Joint Filing Agreement filed as exhibits to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on March 8, 2001 are hereby incorporated herein by reference. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Carlos Slim Helu -------------------------------------------- Carlos Slim Domit By: /s/ Eduardo Valdes Acra -------------------------------------------- ------------------------ Eduardo Valdes Acra Marco Antonio Slim Domit Attorney-in-Fact -------------------------------------------- May 10, 2001 Patrick Slim Domit -------------------------------------------- Maria Soumaya Slim Domit -------------------------------------------- Vanessa Paola Slim Domit -------------------------------------------- Johanna Monique Slim Domit -------------------------------------------- CARSO GLOBAL TELECOM, S.A. DE C.V. -------------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact GRUPO CARSO, S.A. DE C.V. -------------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact GRUPO FINANCIERO INBURSA, S.A. DE C.V. -------------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact SCHEDULE I All of the individuals listed below are citizens of Mexico. THE SLIM FAMILY Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 Mexico D.F., Mexico Name Principal Occupation ---- -------------------- Carlos Slim Helu Chairman of the Board of Telefonos de Mexico and Carso Global Telecom Carlos Slim Domit Chairman of Grupo Carso and President of Sanborns Marco Antonio Slim Domit President of Grupo Financiero Inbursa Patrick Slim Domit Vice President of Massive Markets of Telefonos de Mexico Maria Soumaya Slim Domit President of Museo Soumaya Vanessa Paola Slim Domit Private Investor Johanna Monique Slim Domit Private Investor CARSO GLOBAL TELECOM, S.A. de C.V. Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Director and Chairman of the Board) Chairman of the Board of Telefonos de Mexico and Carso Global Telecom Jaime Chico Pardo (Director and Vice Chairman of the Board) President of Telefonos de Mexico Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico Jose Kuri Harfush (Director) President of Productos Dorel Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico Carlos Slim Domit (Director) Chairman of Grupo Carso and President of Sanborns Executive Officers Alejandro Escoto Cano (Chief Financial Officer) Chief Financial Officer of Carso Global Telecom GRUPO CARSO, S.A. de C.V. Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Director and Chairman Emeritus) Chairman of the Board of Telefonos de Mexico and Carso Global Telecom Carlos Slim Domit (Director and Chairman of the Board) Chairman of Grupo Carso and President of Sanborns Antonio Cosio Arino (Director) Independent Investor Fernando G. Chico Pardo (Director) President of Promecap Jaime Chico Pardo (Director) President of Telefonos de Mexico Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico Rafael Moises Kalach Mizrahi (Director) President of Kaltex Jose Kuri Harfush (Director) President of Productos Dorel Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico Bernardo Quintana Isaac (Director) Chairman of the Board and President of Empresas ICA Sociedad Controladora Patrick Slim Domit Vice President of Massive Markets of Telefonos de Mexico Agustin Santamarina Vazquez (Director) Managing Partner of Santamaria y Steta Executive Officers Humberto Gutierrez-Olvera Zubizarreta (President) President of Grupo Carso and President of Condumex GRUPO FINANCIERO INBURSA, S.A. de C.V. Paseo de las Palmas 736, Col. Lomas Chapultepec, 11000 Mexico D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Chairman Emeritus) Chairman of the Board of Telefonos de Mexico and Carso Global Telecom Marco Antonio Slim Domit President of Grupo (Chairman of the Board) Financiero Inbursa Eduardo Valdes Acra (Vice-Chairman of the Board) Chief Executive Officer of Inversora Bursatil Antonio Cosio Arino (Director) Independent Investor Angeles Espinosa Yglesias (Director) Independent Investor Agustin Franco Macias (Director) Chairman of Infra Bernardo Quintana Isaac (Director) Chairman of the Board and President of Empresas ICA Sociedad Controladora Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico Jose Antonio Chedraui Obeso Director) President of Grupo Comercial Chedraui Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico David Ibarra Munoz (Director) Independent Economist Carlos Fernandez Gonzalez President of Grupo Modelo, S.A. de C.V. Executive Officers Marco Antonio Slim Domit (President) President of Grupo Financiero Inbursa SCHEDULE II For the period beginning 60 days prior to the event which requires the filing of this Statement and ending on the date of this filing, CGT effected the following purchases of L Shares on the Mexican Stock Exchange. The prices below reflect the average price paid (in US$ based upon the Fixed Rate published by the Banco de Mexico on the day preceding the trade date) per L Share on the relevant trade date. Trade Date Number of L Shares Average Price Per L Share ---------- ------------------ ------------------------- February 14, 2001 10,000,000 U.S.$ 0.99600571 February 15, 2001 921,500 0.99925041 February 16, 2001 2,700,000 0.97237318 February 19, 2001 450,000 1.00061203 February 20, 2001 600,100 0.99187086 February 22, 2001 1,797,000 0.94744758 February 23, 2001 3,000,000 0.90733642 February 27, 2001 1,884,200 0.90112692 February 28, 2001 1,500,000 0.90135033 March 1, 2001 2,800,000 0.87302914 March 2, 2001 1,900,000 0.85582745 March 5, 2001 895,400 0.86403128 March 6, 2001 1,100,000 0.89777993 March 7, 2001 250,000 0.90069524 Trade Date Number of A Shares Average Price Per A Share ---------- ------------------ ------------------------- February 22, 2001 21,000 U.S.$ 0.94011178 February 23, 2001 33,800 0.90136279 February 27, 2001 1,400 0.87463857 February 28, 2001 34,700 0.89371238 March 1, 2001 1,299,100 0.86762202 March 2, 2001 8,000 0.845143 March 5, 2001 730,000 0.85521164 March 6, 2001 13,700 0.90186993