-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+8zvJE5cdtXN4JpA7lEkhgPNYCBb7zyJrwGm0KPyuY+v1+Vv2ps6At5tgUod1td H8D0XfgPn4e+8Yzuh/urlQ== 0000928385-02-002241.txt : 20020628 0000928385-02-002241.hdr.sgml : 20020628 20020607125956 ACCESSION NUMBER: 0000928385-02-002241 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICO FUND INC CENTRAL INDEX KEY: 0000065433 IRS NUMBER: 133069854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33228 FILM NUMBER: 02673304 BUSINESS ADDRESS: STREET 1: 1775 EYE STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006-2401 BUSINESS PHONE: 2026263300 MAIL ADDRESS: STREET 1: 77 ARISTOTELES STREET 3RD FLOOR STREET 2: POLANCO D F 11560 CITY: MEXICO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICO FUND INC CENTRAL INDEX KEY: 0000065433 IRS NUMBER: 133069854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33228 FILM NUMBER: 02673305 BUSINESS ADDRESS: STREET 1: 1775 EYE STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006-2401 BUSINESS PHONE: 2026263300 MAIL ADDRESS: STREET 1: 77 ARISTOTELES STREET 3RD FLOOR STREET 2: POLANCO D F 11560 CITY: MEXICO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICO FUND INC CENTRAL INDEX KEY: 0000065433 IRS NUMBER: 133069854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1775 EYE STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006-2401 BUSINESS PHONE: 2026263300 MAIL ADDRESS: STREET 1: 77 ARISTOTELES STREET 3RD FLOOR STREET 2: POLANCO D F 11560 CITY: MEXICO SC TO-I/A 1 dsctoia.txt AM #1 TO THE FORM SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) THE MEXICO FUND, INC. (NAME OF SUBJECT COMPANY (ISSUER)) THE MEXICO FUND, INC. (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) THE MEXICO FUND, INC. CUSIP NUMBER IS 592835102 (CUSIP NUMBER OF CLASS OF SECURITIES) Lic. Jose Luis Gomez Pimienta The Mexico Fund, Inc. 1775 Eye Street, NW Washington, DC 20006 Telephone: (202) 261-7941 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) COPY TO: Sander M. Bieber, Esq. Dechert 1775 Eye Street, NW Washington, DC 20006 Telephone: (202) 261-3300 CALCULATION OF FILING FEE: Transaction Valuation*: $915,060,326.00 Amount of Filing Fee*: $183,012.07 *Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase price to be paid for 45,322,453 shares in the Offer, based upon a price of $20.19 (98% of the net asset value per share of $20.60 on May 2, 2002. Such number of shares represents all shares of common stock outstanding as of May 2, 2002, other than an aggregate of 133,779 shares beneficially owned by the Directors of the Fund and the Fund's investment adviser, which shares will not be submitted for repurchase in the Offer. *The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: Not applicable Filing Party: Not applicable Form or Registration No.: Not applicable Date Filed: Not applicable [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] INTRODUCTORY STATEMENT This Amendment No. 1 to The Mexico Fund, Inc.'s (the "Fund") Repurchase Offer Statement on Schedule TO/13E-3 amends and supplements the Schedule TO/13E-3 originally filed by the Fund on May 8, 2002 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended. The following material is hereby filed as an additional exhibit to the Fund's Schedule TO. Exhibit No. - ---------- (a)(5)(i) Text of press release dated and issued on June 7, 2002 SIGNATURE After due 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. SCHEDULE TO AND SCHEDULE 13E-3 THE MEXICO FUND, INC. By: Jose Luis Gomez Pimienta ------------------------------- Name: Jose Luis Gomez Pimienta Title: President Dated: June 7, 2002 EX-99.A.5.I 3 dex99a5i.txt PRESS RELEASE DATED 6-7-02 FOR: The Mexico Fund, Inc. CONTACT: Eduardo Solano The Mexico Fund, Inc. 011-52-55-5282-8900 INVESTOR RELATIONS: Gordon McCoun Media: Brian Maddox Morgen-Walke Associates 212-850-5600 FOR IMMEDIATE RELEASE - --------------------- MEXICO FUND PUBLISHES LIST OF PORTFOLIO SECURITIES IN CONNECTION WITH IN-KIND REPURCHASE OFFER - Repurchase Offer Expires Today at 5:00 PM New York City Time - Washington, D.C., June 7, 2002 -- The Mexico Fund, Inc. (NYSE: MXF) released today the composition of its investment portfolio as of the close of business on June 6, 2002 in connection with the Fund's first in-kind repurchase offer, which began on May 8, 2002 and expires at 5:00 p.m. New York City time today. The Repurchase Offer is an offer to repurchase from shareholders up to 100% of the Fund's issued and outstanding shares of common stock at 98% of the Fund's per share net asset value at the close of business on the expiration date of the Repurchase Offer in exchange for portfolio securities of the Fund. Shareholders are not required to participate in the Repurchase Offer and may continue to purchase and sell Fund shares in cash transactions on the New York Stock Exchange. The Repurchase Offer is not a liquidation of the Fund. Shareholders who choose to participate in the Fund's in-kind repurchase offer will receive a pro-rata portion of each of the securities provided in the table below (except for Grupo Financiero Scotiabank Inverlat, S.A. de C.V., as well as the Repurchase Agreements and the amounts in "Other Assets in Excess of Liabilities," both of which will be converted and distributed as cash) equal in value on the expiration date to the number of shares of the Fund submitted by the shareholder for repurchase, multiplied by 98% of the Fund's net asset value per share in U.S. dollars determined at the close of the regular trading session of the New York Stock Exchange today as adjusted to eliminate distribution of fractional shares and/or odd lots, which will be rounded up or down. The value and the percentage of the Fund's net assets represented by each of the portfolio securities distributed as proceeds may decrease or increase between the expiration date of the Repurchase Offer and the actual receipt of the portfolio securities distributed as proceeds. - MORE - Shareholders desiring to participate in the Repurchase Offer must comply with the terms of the Repurchase Offer, which includes providing information regarding a brokerage or custodial account in Mexico to receive the portfolio securities, and submission of information necessary for tax purposes. The Repurchase Offer will generally be a taxable transaction for participating shareholders. The terms and conditions of the Repurchase Offer are set forth in the Fund's Repurchase Offer Statement dated May 8, 2002 and the related Letter of Transmittal which were mailed to shareholders of record of the Fund as of April 30, 2002, although any shareholder holding Fund shares on the expiration date may participate in the Repurchase Offer. Questions and requests for assistance or for copies of the Repurchase Offer Statement, Letter of Transmittal, and any other Repurchase Offer documents should be directed to the Information Agent for the Repurchase Offer, Morrow & Co., Inc. at 800-607-0088. This announcement is not an offer to purchase nor a solicitation of an offer to sell shares of the Fund. The Repurchase Offer is made only by the Repurchase Offer Statement and the related Letter of Transmittal. Holders of Fund shares are urged to read these documents carefully because they contain important information. These and other filed documents are available to investors free of charge both at www.sec.gov and from the Fund. The Repurchase Offer is not being made to, nor will submissions be accepted from, or on behalf of, holders of shares in any jurisdiction in which making or accepting the Repurchase Offer would violate that jurisdiction's laws. For further information, contact the Fund's Investor Relations office at 011-52-55-5282-8900, or by email at investor-relations@themexicofund.com. The Mexico Fund, Inc. is a non-diversified closed-end management investment company with the investment objective of long-term capital appreciation through investments in securities, primarily equity, listed on the Mexican Stock Exchange. The Fund provides a vehicle to investors who wish to invest in Mexican companies through a managed non-diversified portfolio as part of their overall investment program. This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Fund's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, the risks and uncertainties described in the Fund's filings with the Securities and Exchange Commission. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Fund undertakes no obligation to release publicly any revisions to these forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by The Mexico Fund or any other person that the events or circumstances described in such statement are material. - TABLE FOLLOWS - The Mexico Fund, Inc. Schedule of Investments as of June 6, 2002 (Unaudited)
Percent of Net Shares Assets Held Common Stock (95.82%) Series Value (1) (1) Cement Industry 17,190,491 Cemex, S.A. de C.V. CPO $97,751,575 11.86% Communications 19,000,000 America Movil, S.A. de C.V. A 15,645,458 1.90 75,760,000 America Movil, S.A. de C.V. L 59,516,858 7.22 19,100,300 America Telecom, S.A. de C.V. A1 13,696,103 1.66 19,100,300 Carso Global Telecom, S.A. de C.V. A1 23,601,844 2.86 25,000,000 Grupo Iusacell, S.A.de C.V. V 5,677,169 0.69 20,900,014 Grupo Televisa, S.A. CPO 41,239,901 5.01 24,000,000 TV Azteca, S.A. de C.V. CPO 11,022,913 1.34 19,000,000 Telefonos de Mexico, S.A. de C.V. A 31,582,447 3.83 67,761,200 Telefonos de Mexico, S.A. de C.V. L 111,595,266 13.54 ---------------- ------- 313,577,959 38.05 Financial Groups 48,873,109 Grupo Financiero BBVA Bancomer, S.A. de C.V. O 41,144,199 4.99 6,292,600 Grupo Financiero Banorte, S.A. de C.V. O 14,115,867 1.71 14,481,000 Grupo Financiero Inbursa, S.A. de C.V. O 14,797,994 1.80 1,412,500 Grupo Financiero Scotiabank Inverlat, Recovery Trust - 0.00 --------------- ------- 70,058,060 8.50 Food,Beverages and Tobacco 9,957,099 Fomento Economico Mexicano, S.A. de C.V. UBD 40,690,068 4.94 12,507,400 Grupo Bimbo, S.A. de C.V. A 28,479,411 3.45 12,596,900 Grupo Modelo, S.A. de C.V. C 31,311,852 3.80 ---------------- ------- 100,481,331 12.19 Holding Companies 8,500,000 Alfa, S.A. de C.V. A 15,441,899 1.87 5,296,100 Corporacion Interamericana de Entretenimiento, S.A. de C.V. B 10,840,319 1.32 7,171,000 Desc, S.A. de C.V. B 4,364,510 0.53 5,761,700 Grupo Carso, S.A. de C.V. A1 16,962,124 2.06 4,455,400 Vitro, S.A. A 5,519,118 0.67 --------------- ------- 53,127,970 6.45 Housing 6,968,200 Consorcio ARA, S.A. de C.V. * 11,540,012 1.40 9,000,000 Empresas ICA, Sociedad Controladora, S.A. de C.V. * 2,899,959 0.35 --------------- ------- 14,439,971 1.75 Pulp and Paper 9,799,480 Kimberly-Clark de Mexico, S.A. de C.V. A 27,535,977 3.34
- TABLE CONTINUES -
Percentof Net Shares Assets Held Common Stock Series Value (1) (1) Retail Stores 6,421,000 Controladora Comercial Mexicana, S.A. de C.V. UBC $ 4,367,804 0.53% 11,839,800 Grupo Elektra, S.A. de C.V. CPO 11,021,090 1.34 13,552,893 Wal-Mart de Mexico, S.A. de C.V. C 33,715,871 4.09 21,627,000 Wal-Mart de Mexico, S.A. de C.V. V 63,624,439 7.72 ------------- ------- 112,729,204 13.68 Total Common Stock $ 789,702,047 95.82% Short-Term Securities (4.15%) Repurchase BBVA Bancomer, S.A., 6.90%, dated 06/05/02, due 06/06/02, Agreements repurchase price $33,714,920, collateralized by Bonos del Gobierno Federal $ 33,708,459 4.09% Comerica Bank, 1.70%, dated 06/05/02, due 06/06/02, repurchase price $486,338, collateralized by U.S. Government Agency Securities 486,315 0.06 ------------- ------- Total Short-Term Securities 34,194,774 4.15 Total Investments 823,896,821 99.97 Other Assets in Excess of Liabilities 216,261 0.03 ------------- ------- Net Assets Equivalent to $18.13 per share on 45,456,232 shares of capital stock outstanding $ 824,113,082 100.00% ============= =======
(1) The percentage and value that the securities represent as part of the Fund are subject to fluctuation as a result of market activity. - END OF PRESS RELEASE - -----END PRIVACY-ENHANCED MESSAGE-----