SC 13D/A 1 slim13da2_10-12.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. 2) 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 ADSs1 02364W204 for A Share ADSs2 ----------------------------------------------------------- (CUSIP Number) Rafael Robles Miaja Franck, Galicia y Robles, S.C. Torre del Bosque Boulevard Manuel Avila Camacho No. 24 piso 7 Mexico 11000, Distrito Federal (525) 540-9225 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 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 [ ]. (Continued on the following pages) (Page 1 of 22 Pages) ------------ 1 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. 2 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 Page 2 of 22 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 7 SOLE VOTING POWER 40,000 A Shares and 100,000 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 40,000 A Shares and 100,000 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,179,030 A Shares and 2,847,843,971 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 3 of 22 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 7 SOLE VOTING POWER 8,132 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,132 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,847,752,103 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 4 of 22 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 7 SOLE VOTING POWER 8,132 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,132 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,847,752,103 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 5 of 22 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 7 SOLE VOTING POWER 8,134 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,134 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,847,752,105 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 6 of 22 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 7 SOLE VOTING POWER 8,134 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,134 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares 2,847,752,105 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 7 of 22 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, WC and PF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER 498,134 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 498,134 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,848,242,105 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 8 of 22 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 7 SOLE VOTING POWER 570,134 L Shares (See Items 5(a) and 5(b)) NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,847,743,971 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 570,134 L Shares WITH (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,847,743,971 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,848,314,105 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) 15.0% of A Shares and 27.5% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON IN CUSIP No. 02364W105 L Share ADSs 13D Page 9 of 22 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 7 SOLE VOTING POWER NUMBER OF 8 SHARED VOTING POWER SHARES 48,139,030 A Shares and 2,822,321,935 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 48,139,030 A Shares and 2,822,321,935 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,139,030 A Shares and 2,822,321,935 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) 15.0% of A Shares and 27.3% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON HC CUSIP No. 02364W105 L Share ADSs 13D Page 10 of 22 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 7 SOLE VOTING POWER NUMBER OF 8 SHARED VOTING POWER SHARES 6,000,000 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 6,000,000 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000,000 L Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of L Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON HC CUSIP No. 02364W105 L Share ADSs 13D Page 11 of 22 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 00 and WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF 8 SHARED VOTING POWER SHARES 19,422,036 L Shares BENEFICIALLY (See Items 5(a) and 5(b)) OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 19,422,036 L Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,422,036 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 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"). (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. Since the Spin-Off, (i) CGT has purchased a net amount of 27,798,200 L Shares and a net amount of 2,141,700 A Shares for an aggregate amount of approximately US$26,143,611 and US$1,852,994, respectively, (ii) GFI has purchased a net amount of 1,000,000 L Shares for an aggregate amount of approximately US$626,100, and (iii) Mrs. Vanessa Paola Slim Domit's husband, Mr. Daniel Hajj Aboumrad, has purchased a net amount of 90,000 L Shares for approximately US$56,000. The funds used to purchase such L Shares and A Shares were obtained from the working capital of CGT and GFI, Mr. Aboumrad's personal funds, 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. As discussed in Item 4 of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on May 16, 2001, CGT and SBC International, Inc. ("SBC") are parties to a series of agreements (the "AM Agreements") which govern the ownership and voting of any and all future AA Shares, no par value (collectively, the "AA Shares"), of the Issuer, owned by such parties. As of the date hereof, CGT and, to the best of the Reporting Persons' knowledge, SBC currently own, in the aggregate, approximately 65.7% and 27.8%, respectively, of the issued and outstanding AA Shares. 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 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 15.0% 2,847,843,971 27.5% Carlos Slim Domit(4)........... 48,139,030 15.0% 2,847,752,103 27.5% Marco Antonio Slim Domit(5).... 48,139,030 15.0% 2,847,752,103 27.5% Patrick Slim Domit(6).......... 48,139,030 15.0% 2,847,752,105 27.5% Maria Soumaya Slim Domit(7).... 48,139,030 15.0% 2,847,752,105 27.5% Vanessa Paola Slim Domit(8).... 48,139,030 15.0% 2,848,242,105 27.5% Johanna Monique Domit(9)....... 48,139,030 15.0% 2,848,314,105 27.5% CGT(10)........................ 48,139,030 15.0% 2,822,321,935 27.3% Carso(11)...................... -- -- 6,000,000 0.1% GFI............................ -- -- 19,422,036 0.2%
(1) Based upon 320,170,785 A Shares outstanding as of September 25, 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 9,159,422,081 L Shares outstanding as of September 25, 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 1,149,495,035 AA Shares held by the relevant Reporting Person have been converted into L Shares in accordance with the restrictions set forth in Item 4 of the Schedule 13D filed by the Reporting Persons with the SEC on May 16, 2001. 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 498,134 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) Assumes that CGT has purchased all of the L Shares that it is obligated to purchase under the Forward Share Purchase Transactions described in Item 6 of this statement. 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 otherwise 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, any 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 maturity date, and may be settled in cash or L Shares. Number of Strike Price Net Aggregate Counterparty Maturity Date L Shares per L Share Premiums ------------ ------------- -------- ----------- -------- Chase Manhattan Bank August 30, 2004 30,000,000 US$1.0826 US$6,142,909 Chase Manhattan Bank August 30, 2004 21,000,000 1.0306 4,074,841 Chase Manhattan Bank August 30, 2004 19,000,000 1.0320 3,735,894 Chase Manhattan Bank August 30, 2004 16,000,000 0.9103 2,775,305 J.P. Morgan August 30, 2004 14,000,000 0.9582 2,549,144 & Co.
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. 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 Maturity Date L Shares per L Share Interest Rate ------------ ------------- -------- ----------- ------------- Chase Manhattan Bank October 29, 2001 40,000,000 US$0.7916 LIBOR + 1.36% per annum J.P. Morgan September 18, 2003 190,000,000 0.6145 LIBOR + 1.36% & Co. 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. Not applicable. * The Powers of Attorney and Joint Filing Agreement filed as exhibits to the Schedule 13D filed by the Reporting Persons with the SEC 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 Attorney-in-Fact Marco Antonio Slim Domit October 15, 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, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Carlos Slim Domit Chairman of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, S.A. de C.V. Patrick Slim Domit Vice President of Massive Markets of Telefonos de Mexico, S.A. de C.V. and Chairman of Ferrosur, S.A. de C.V. 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 Chairman of the Board of Telefonos de Mexico, S.A. of the Board) de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Jaime Chico Pardo (Director and Vice Chairman Chief Executive Officer of Telefonos de Mexico, S.A. of the Board) de C.V. Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico, S.A. de C.V. Jose Kuri Harfush (Director) President of Productos Dorel, S.A. de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. Carlos Slim Domit (Director) Chairman of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Executive Officers Alejandro Escoto Cano (Chief Financial Officer) Chief Financial Officer of Carso Global Telecom, S.A. de C.V.
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, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Carlos Slim Domit (Director and Chairman of the Chairman of Grupo Carso, S.A. de C.V. and Board) President of Grupo Sanborns, S.A. de C.V. Antonio Cosio Arino (Director) Independent Investor Fernando G. Chico Pardo (Director) President of Promecap, S.C. Jaime Chico Pardo (Director) Chief Executive Officer of Telefonos de Mexico, S.A. de C.V. Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico, S.A. de C.V. Rafael Moises Kalach Mizrahi (Director) President of Grupo Kaltex, S.A. de C.V. Jose Kuri Harfush (Director) President of Productos Dorel, S.A. de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. Bernardo Quintana Isaac (Director) Chairman of the Board and President of Empresas ICA Sociedad Controladora, S.A. de C.V. Patrick Slim Domit (Director) Vice President of Massive Markets of Telefonos de Mexico, S.A. de C.V. and Chairman of Ferrosur, S.A. de C.V. Agustin Santamarina Vazquez (Director) Of Counsel of Santamaria y Steta, S.C. Executive Officers Humberto Gutierrez-Olvera Zubizarreta President of Grupo Carso, S.A. de C.V. and (President) President of Condumex, S.A. de C.V.
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, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, (Chairman of the Board) S.A. de C.V. Eduardo Valdes Acra Chief Executive Officer of Inversora (Vice-Chairman of the Board) Bursatil, S.A. de C.V. Antonio Cosio Arino (Director) Independent Investor Angeles Espinosa Yglesias (Director) Independent Investor Agustin Franco Macias (Director) Chairman of Infra, S.A. de C.V. Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico, S.A. de C.V. Jose Antonio Chedraui Obeso (Director) President of Grupo Comercial Chedraui, S.A. de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. David Ibarra Munoz (Director) Independent Economist Mr. Carlos Fernandez Gonzalez (Director) General Manager and Vice-President of Grupo Modelo, S.A. de C.V. Executive Officers Marco Antonio Slim Domit (President) Chairman of Grupo Financiero Inbursa, S.A. de C.V.
SCHEDULE II For the period beginning 60 days prior to the event that requires the filing of this statement and on the date of this filing, the Reporting Persons set forth below effected the following transactions in L Shares on the Mexican Stock Exchange. The prices below reflect the average consideration paid or received (in US$ based upon the Fixed Rate published by the Banco de Mexico on the day preceeding the trade date) per L Share on the relevant trade date. Type of Number Average Price Per Reporting Person Transaction Trade Date of L Shares L Share ---------------- ----------- ------------------ ----------- ----------------- CGT Sale August 15, 2001 2,000,000 US$0.9698 Vanessa Paola Slim Purchase September 17, 2001 90,000 0.6218 Domit GFI Purchase September 24, 2001 1,000,000 0.6261