0000903423-05-000189.txt : 20120628
0000903423-05-000189.hdr.sgml : 20120628
20050303161728
ACCESSION NUMBER: 0000903423-05-000189
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20050303
DATE AS OF CHANGE: 20050303
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MCI INC
CENTRAL INDEX KEY: 0000723527
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 581521612
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-36706
FILM NUMBER: 05658183
BUSINESS ADDRESS:
STREET 1: 500 CLINTON CENTER DRIVE
CITY: CLINTON
STATE: MS
ZIP: 39056
BUSINESS PHONE: 6014605600
FORMER COMPANY:
FORMER CONFORMED NAME: MC INC
DATE OF NAME CHANGE: 20040420
FORMER COMPANY:
FORMER CONFORMED NAME: WORLDCOM INC
DATE OF NAME CHANGE: 20000501
FORMER COMPANY:
FORMER CONFORMED NAME: MCI WORLDCOM INC
DATE OF NAME CHANGE: 19980914
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: HELU CARLOS SLIM
CENTRAL INDEX KEY: 0001080910
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: ALTRIA GROUP INC
STREET 2: 120 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 525556254946
MAIL ADDRESS:
STREET 1: PASEO DE LAS PALMAS 736
CITY: MEXICO CITY
STATE: O5
ZIP: 11000
SC 13D
1
slimmci-13d_0302.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.________)*
MCI, Inc. (the "Issuer")
--------------------------------------------------------------------------------
(Name of Issuer)
Shares of common stock, $.01 par value per share, of the Issuer
("Common Shares")
--------------------------------------------------------------------------------
(Title of Class of Securities)
552691206
--------------------------------------------------------------------------------
(CUSIP Number)
Rafael Robles Miaja
Galicia y Robles, S.C.
Boulevard Manuel Avila Camacho 24
Torre del Bosque
Piso 7
Colonia: Lomas de Chapultepec
Mexico City 11000, Mexico
(5255) 5540-9225
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 2005
--------------------------------------------------------------------------------
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
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.
(Continued on the following pages)
(Page 1 of 45)
* 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).
CUSIP No. 552691206 13D
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 3 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 4 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 5 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 6 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 7 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%(See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 8 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
43,447,684 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,447,684 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 9 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 28,536,570 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
28,536,570 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,536,570 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 10 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Telefonos de Mexico, 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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 25,620,055 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
25,620,055 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,620,055 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 11 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Controladora de Servicios de Telecomunicaciones, 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*
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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 25,620,055 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
25,620,055 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,620,055 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 12 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global Telecom LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,916,515 Common Shares (see Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,916,515 Common Shares (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,515 Common Shares (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 13 of 45
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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,987,106 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,987,106 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,987,106 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 552691206 13D Page 14 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Inmobiliaria 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*
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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,085,726 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,085,726 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,085,726 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CUSIP No. 552691206 13D Page 15 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Promotora 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*
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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,444,803 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,444,803 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,803 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CUSIP No. 552691206 13D Page 16 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,600,000 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,600,000 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
BK
CUSIP No. 552691206 13D Page 17 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Inmobiliaria para el Desarrollo de Proyectos, 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*
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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,856,577 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,856,577 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,856,577 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CUSIP No. 552691206 13D Page 18 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Inmobiliaria 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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,643,468 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,643,468 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,643,468 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CUSIP No. 552691206 13D Page 19 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Orient Star Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,643,468 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,643,468 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,643,468 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
CUSIP No. 552691206 13D Page 20 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. Commercial Corp., 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*
AF (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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,280,540 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,280,540 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,540 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CUSIP No. 552691206 13D Page 21 of 45
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commercial LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,280,540 Common Shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,280,540 Common Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,540 Common Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
Item 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par value
per share (the "Common Shares") of MCI, Inc. (the "Issuer"). The
address and principal executive office of the Issuer is 22001 Loudoun
County Parkway, Ashburn, VA 20147.
Item 2. Identity and Background.
This statement is filed pursuant to Rule 13d-1(e) under the Securities
Exchange Act of 1934, as amended (the "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. The members of the Slim Family directly
and indirectly beneficially own a majority of the outstanding voting
and equity securities of each of Carso Global Telecom, S.A. de C.V.
("CGT"), Telefonos de Mexico, S.A. de C.V. ("Telmex"), Controladora de
Servicios de Telecomunicaciones, S.A. de C.V. ("Consertel"), Global
Telecom LLC, Grupo Financiero Inbursa, S.A. de C.V. ("GFI"),
Inmobiliaria Inbursa, S.A. de C.V. ("Inmobiliaria Inbursa"), Promotora
Inbursa, S.A. de C.V. ("Promotora"), Banco Inbursa, S.A. Institucion
de Banca Multiple Grupo Financiero Inbursa ("Banco Inbursa"),
Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V. ("IDP"),
Inmobiliaria Carso, S.A. de C.V. ("Inmobiliaria Carso"), Orient Star
Holdings LLC ("Orient Star"), U.S. Commercial Corp., S.A. de C.V.
("U.S. Commercial") and Commercial LLC. As a result, each member of
the Slim Family may be deemed to share beneficial ownership of all
Common Shares beneficially owned by these entities.
(2) CGT, a sociedad anonima de capital variable organized under the
laws of the United Mexican States ("Mexico"), is a holding company
with interests in telecommunications and media companies. The Common
Shares deemed beneficially owned by CGT are beneficially owned
indirectly through its majority-owned subsidiary, Telmex, and its
wholly-owned subsidiary, Global Telecom LLC.
(3) Telmex, a sociedad anonima de capital variable organized under the
laws of Mexico, owns and operates the largest telecommunications
system in Mexico; it is the only nationwide provider of fixed-line
telephony services and the leading provider of fixed local and long
distance telephone services as well as Internet access in Mexico. The
Common Shares deemed beneficially owned by Telmex are beneficially
owned indirectly through its wholly-owned subsidiary, Consertel.
(4) Consertel, a sociedad anonima de capital variable organized under
the laws of Mexico, is a holding company with portfolio investments in
various companies.
(5) Global Telecom LLC, a Delaware limited liability company, is a
holding company with portfolio investments in various companies.
(6) GFI is a sociedad anonima de capital variable organized under the
laws of Mexico. 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 Common Shares
deemed beneficially owned by GFI are beneficially owned indirectly
through its wholly-owned subsidiaries, Inmobiliaria Inbursa,
Promotora, Banco Inbursa and IDP.
(7) Inmobiliaria Inbursa, a sociedad anonima de capital variable
organized under the laws of Mexico, is a holding company with
portfolio investments in various companies.
(8) Promotora, a sociedad anonima de capital variable organized under
the laws of Mexico, is a holding company with portfolio investments in
various companies.
(9) Banco Inbursa, a sociedad anonima organized under the laws of
Mexico, is a financial institution duly authorized by the Mexican
Ministry of Finance and Public Credit ("Secretaria de Hacienda y
Credito Publico") to render services as a banking institution in
Mexico or abroad as permitted by applicable law.
(10) IDP, a sociedad anonima de capital variable organized under the
laws of Mexico, is a company engaged in the real estate business and
has portfolio investments in various companies.
(11) Inmobiliaria Carso, a sociedad anonima de capital variable
organized under the laws of Mexico, is a holding company with
portfolio investments in various companies, and is the sole member of
Orient Star. The Common Shares deemed beneficially owned by
Inmobiliaria Carso are beneficially owned indirectly through its
wholly-owned subsidiary, Orient Star.
(12) Orient Star is a Delaware limited liability company with
portfolio investments in various companies.
(13) U.S. Commercial, a sociedad anonima de capital variable organized
under the laws of Mexico, is a holding company with portfolio
investments in various companies, and is the sole member of Commercial
LLC. The Common Shares deemed beneficially owned by U.S. Commercial
are beneficially owned indirectly through its wholly-owned subsidiary,
Commercial LLC.
(14) Commercial LLC, a Delaware limited liability company, is a
holding company with portfolio investments in various companies.
The names, addresses, occupations and citizenship of the Slim Family
and the addresses and executive officers and directors of each of CGT,
Telmex, Consertel, Global Telecom LLC, GFI, Inmobiliaria Inbursa,
Promotora, Banco Inbursa, IDP, Inmobiliaria Carso, Orient Star, U.S.
Commercial and Commercial LLC 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.
The Common Shares beneficially owned by the Reporting Persons were
received following the Issuer's emergence from bankruptcy pursuant to
a reorganization plan approved by the U.S. bankruptcy court in October
2003 whereby bonds of the Issuer's predecessor, WorldCom, Inc. were
exchanged for the Common Shares.
Item 4. Purpose of Transaction.
The Reporting Persons are the beneficial owners of approximately 13.7%
of the Common Shares, and, based on current publicly available
information, are the largest beneficial owners of the Common Shares.
The Reporting Persons acquired and hold the Common Shares for
investment purposes. The Reporting Persons have followed developments
in connection with the Issuer's proposed merger with Verizon
Communications Inc. and competing acquisition proposals made by Qwest
Communications International Inc. The Reporting Persons believe that
the board of directors and management of the Issuer in addressing
these competing acquisition proposals should seek to maximize value
for the owners of the Common Shares. In view of the significance of
their shareholding, the Reporting Persons intend, subject to any
limitations imposed by the DOJ Letter Agreement described in Item 6
below, to take an active interest in future developments relating to
the pending acquisition proposals, and may communicate from time to
time with other holders of the Common Shares and other interested
third parties regarding such matters, and/or communicate their views
to the Issuer's board of directors and executive management.
Other than as described above, none of the Reporting Persons has any
present plans or proposals which relate to or that would result in any
of the actions or transactions described in paragraphs (a) through (j)
of Item 4 of the instructions to Schedule 13D. The Reporting Persons
may in the future, subject to any limitations imposed by the DOJ
Letter Agreement, acquire additional Common Shares or other securities
of the Issuer, in the open market, in privately-negotiated purchases
or otherwise, and may also, depending on then current circumstances,
dispose of all or a portion of the Common Shares beneficially owned by
them in one or more transactions. Additionally, the Reporting Persons
may, subject to any limitations imposed by the DOJ Letter Agreement,
from time to time formulate plans or proposals regarding the Issuer or
any of its securities or any of the actions or transactions described
in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D, to the extent they deem advisable.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons have, as of March 3, 2005, the following
direct and indirect beneficial ownership interests in Common Shares.
Entities marked with an asterisk are direct beneficial owners of
Common Shares.
Common Shares(1)
-------------------------
Number % of Class
-------------------------
Carlos Slim Helu........................... 43,447,684 13.7%
Carlos Slim Domit.......................... 43,447,684 13.7
Marco Antonio Slim Domit................... 43,447,684 13.7
Patrick Slim Domit......................... 43,447,684 13.7
Maria Soumaya Slim Domit................... 43,447,684 13.7
Vanessa Paola Slim Domit................... 43,447,684 13.7
Johanna Monique Slim Domit................. 43,447,684 13.7
CGT........................................ 28,536,570 9.0
Telmex..................................... 25,620,055 8.1
Consertel*................................. 25,620,055 8.1
Global Telecom LLC*........................ 2,916,515 0.9
GFI........................................ 6,987,106 2.2
Inmobiliaria Inbursa*...................... 1,085,726 0.3
Promotora*................................. 1,444,803 0.5
Banco Inbursa*............................. 2,600,000 0.8
IDP*....................................... 1,856,577 0.6
Inmobiliaria Carso......................... 6,643,468 2.1
Orient Star*............................... 6,643,468 2.1
U.S. Commercial............................ 1,280,540 0.4
Commercial LLC*............................ 1,280,540 0.4
(1) Based upon 317,888,234 Common Shares outstanding, as reported in the Form
10-Q filed by the Issuer with the Securities and Exchange Commission on November
4, 2004.
(b) Because the Slim Family may be deemed to control, directly or
indirectly, each of CGT, Telmex, Consertel, Global Telecom LLC, GFI,
Inmobiliaria Inbursa, Promotora, Banco Inbursa, IDP, Inmobiliaria
Carso, Orient Star, U.S. Commercial and Commercial LLC, the Slim
Family may be deemed to share the power to vote or dispose of, or to
direct the voting or disposition of, any Common Shares owned by such
persons or by any entities controlled by such persons. Except as
otherwise disclosed herein, none of the Reporting Persons shares
voting or disposition power with respect to any of the Common Shares
owned by the Reporting Persons.
(c) Not applicable
(d) Because the Slim Family may be deemed to control, directly or
indirectly, each of CGT, Telmex, Consertel, Global Telecom LLC, GFI,
Inmobiliaria Inbursa, Promotora, Banco Inbursa, IDP, Inmobiliaria
Carso, Orient Star, U.S. Commercial and Commercial LLC, 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 Common Shares owned by such persons or by any entities controlled
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, Common Shares owned by the Reporting Persons.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons and certain of their affiliates, on the one
hand, and the United States Department of Justice (the "DOJ"), on the
other, are parties to a letter agreement, dated January 23, 2004, as
amended on May 4, 2004 (the "DOJ Letter Agreement"), pursuant to which
the Reporting Persons have agreed that neither they nor their
affiliates will acquire additional Common Shares or take certain
actions, including but not limited to, accepting a position as an
employee, officer or director of the Issuer, attending or
participating in meetings of the Issuer's Board of Directors and
participating in internal management decisions of the Issuer, unless
they first notify the DOJ and follow the procedures specified in the
DOJ Letter Agreement. The foregoing summary of the DOJ Letter
Agreement is qualified in its entirety by reference to the DOJ Letter
Agreement, a copy of which is filed herewith as an exhibit and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit
Number Description
99.1 Joint Filing Agreement, dated as of February 14, 2005,
by and among the Slim Family, CGT, Telmex, Consertel,
Global Telecom LLC, GFI, Inmobiliaria Inbursa,
Promotora, Banco Inbursa, IDP, Inmobiliaria Carso,
Orient Star, U.S. Commercial and Commercial LLC.
99.2 Letter Agreement, dated January 23, 2004, as amended
May 4, 2004, among the Reporting Persons and the United
States Department of Justice.
The Powers of Attorney for the Slim Family, Telmex, GFI, Promotora, Orient Star
and Commercial LLC filed as an exhibit to the Schedule 13G filed on May 3, 2004
and the Powers of Attorney for CGT, Consertel, Global Telecom LLC, Inmobiliaria
Inbursa, Banco Inbursa, IDP, Inmobiliaria Carso and U.S. Commercial filed as an
exhibit to the Second Amendment to the Schedule 13G filed on February 14, 2005
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 March 3, 2005
-----------------------------------
Patrick Slim Domit
-----------------------------------
Maria Soumaya Slim Domit
-----------------------------------
Vanessa Paola Slim Domit
-----------------------------------
Johanna Monique Slim Domit
CARSO GLOBAL TELECOM, S.A. DE C.V.
-----------------------------------
By: Armando Ibanez Vazquez
Title: Attorney-in-Fact
GLOBAL TELECOM LLC
-----------------------------------
By: Empresas y Controles en Comunicaciones S.A. de
C.V., its sole member
Name: Armando Ibanez Vazquez
Title: Attorney-in-Fact
TELEFONOS DE MEXICO, S.A. DE C.V.
-----------------------------------
By: Adolfo Cerezo
Title: Attorney-in-Fact
CONTROLADORA DE SERVICIOS DE TELECOMUNICACIONES, S.A.
DE C.V.
-----------------------------------
By: Sergio Rodriguez Molleda
Title: Attorney-in-Fact
GRUPO FINANCIERO INBURSA, S.A. DE C.V.
-----------------------------------
By: Raul Zepeda
Title: Attorney-in-Fact
PROMOTORA INBURSA, S.A. DE C.V.
-----------------------------------
By: Juan Carrizales
Title: Attorney-in-Fact
INMOBILIARIA INBURSA, S.A. DE C.V.
-----------------------------------
By: Raul Humberto Zepeda Ruiz
Title: Attorney-in-Fact
BANCO INBURSA, S.A. INSTITUCION DE BANCA MULTIPLE GRUPO
FINANCIERO INBURSA
-----------------------------------
By: Raul Humberto Zepeda Ruiz
Title: Attorney-in-Fact
INMOBILIARIA PARA EL DESARROLLO DE PROYECTOS, S.A. DE
C.V.
-----------------------------------
By: Javier Foncerrada Izquierdo
Title: Attorney-in-Fact
INMOBILIARIA CARSO, S.A. DE C.V.
-----------------------------------
By: Armando Ibanez Vazquez
Title: Attorney-in-Fact
ORIENT STAR HOLDINGS LLC
-----------------------------------
By: Inmobiliaria Carso, S.A. de C.V., its sole member
Name: Armando Ibanez Vazquez
Title: Attorney-in-Fact
U.S. COMMERCIAL CORP., S.A. DE C.V.
-----------------------------------
By: Jose de Jesus Gallardo
Title: Attorney-in-Fact
COMMERCIAL LLC
-----------------------------------
By: U.S. Commercial Corp., S.A. de C.V., its sole member
Name: Jesus Gallardo
Title: Attorney-in-Fact
SCHEDULE I
THE SLIM FAMILY
Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 Mexico D.F., Mexico
All of the individuals listed below are citizens of Mexico.
Name Principal Occupation
---- --------------------
Carlos Slim Helu Chairman Emeritus of the Board of Telefonos de
Mexico, S.A. de C.V., Chairman Emeritus of the
Board of America Movil, S.A. de C.V., Chairman
Emeritus of the Board of Carso Global Telecom,
S.A. de C.V. and Chairman Emeritus of the Board of
America Telecom, S.A. de C.V.
Carlos Slim Domit Chairman of the Board of Telefonos de Mexico, S.A.
de C.V., Chairman of the Board of Grupo Carso,
S.A. de C.V. and President of Grupo Sanborns, S.A.
de C.V.
Marco Antonio Slim Domit Chairman of the Board of Grupo Financiero Inbursa,
S.A. de C.V.
Patrick Slim Domit Chairman of the Board of America Movil, S.A. de
C.V., Chairman of the Board of America Telecom,
S.A. de C.V. and Vice President of Commercial
Markets of Telefonos de Mexico, 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.
Avenida Insurgentes Sur 3500, Colonia Pena Pobre, 14060 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu (Chairman Emeritus) Chairman Emeritus of the Board of
Telefonos de Mexico, S.A. de C.V.,
Chairman Emeritus of the Board of
America Movil, S.A. de C.V., Chairman
Emeritus of the Board of Carso Global
Telecom, S.A. de C.V. and Chairman
Emeritus of the Board of America
Telecom, S.A. de C.V.
Jaime Chico Pardo (Chairman) President of Telefonos de Mexico,
S.A. de C.V. and Vice President of
Carso Global Telecom, S.A. de C.V.
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly
Clark de Mexico, S.A. de C.V.
C.P. Humberto Gutierrez General Director of Grupo Carso, S.A.
Olvera Zubizarreta de C.V.
Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico,
S.A. de C.V. and Chairman of the
Board of Sanborns Hermanos S.A.
Carlos Slim Domit (Director) Chairman of the Board of Telefonos de
Mexico, S.A. de C.V., Chairman of the
Board of Grupo Carso, S.A. de C.V.
and President of Grupo Sanborns, S.A.
de C.V.
Executive Officers
Armando Ibanez (Chief Financial Officer) Chief Financial Officer of Carso
Global Telecom, S.A. de C.V.
TELEFONOS DE MEXICO, S.A. DE C.V.
Parque Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu (Chairman Emeritus) Chairman Emeritus of the Board of
Telefonos de Mexico, S.A. de C.V.,
Chairman Emeritus of the Board of
America Movil, S.A. de C.V., Chairman
Emeritus the Board of Carso Global
Telecom, S.A. de C.V. and Chairman
Emeritus of the Board of America
Telecom, S.A. de C.V.
Carlos Slim Domit (Chairman; Member Chairman of the Board of Telefonos de
of the Executive Committee) Mexico, S.A. de C.V., Chairman of the
Board of Grupo Carso, S.A. de C.V.
and President of Grupo Sanborns, S.A.
de C.V.
Jaime Chico Pardo (Vice Chairman; Member President of Telefonos de Mexico,
of the Executive Committee) S.A. de C.V.
Emilio Azcarraga Jean (Director) President of Grupo Televisa, S.A. de
C.V.
Antonio Cosio Arino (Director; Alternate General manager of Cia Industrial de
Member of the Executive Committee) Tepeji del Rio, S.A. de C.V.
Amparo Espinosa Rugarcia (Director) President of the Center for Women's
Studies in Mexico City
Elmer Franco Macias (Director) President and Director of Grupo
Infra, S.A. de C.V.
Angel Losada Moreno (Director) Chief Executive Officer of Grupo
Gigante, S.A. de C.V.
Romulo O'Farrill Jr. (Director) Chairman of the Board and General
Manager of Novedades Editores, S.A.
de C.V.
Juan Antonio Perez Simon (Vice Chairman; Chairman of the Board of Directors
Member of the Executive Committee) and Member of the Executive Committee
of Sanborns Hermanos, S.A., and
member of the Board of Directors of
America Telecom
Fernando Senderos Mestre (Director) Chairman of the Board and Chief
Executive Officer of Desc, S.A. de
C.V.
Marco Antonio Slim Domit (Director; Chairman of the Board of Grupo
Alternate Member of the Executive Financiero Inbursa, S.A. de C.V.
Committee)
James W. Callaway (Director) Group president of SBC
Communications, Inc., International
Operations
Richard P. Resnick (Director; Member of President of SBC International
the Executive Committee) Management Services, Inc.
Robert L. Henrichs (Director; Alternate Director of Finance, SBC
Member of the Executive Committee) International Management Services,
Inc.
Rafael Kalach Mizrahi (Director) Chairman and Chief Executive Officer
of Grupo Kaltex, S.A. de C.V.
Ricardo Martin Bringas (Director) Chief Executive Officer of
Organizacion Soriana, S.A. de C.V.
Executive Officers
Jaime Chico Pardo Chief Executive Officer
Adolfo Cerezo Perez Chief Financial Officer
CONTROLADORA DE SERVICIOS DE TELECOMUNICACIONES, S.A. DE C.V.
Parque Via 198, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Domit Chairman of the Board of Telefonos
(Chairman of the Board of Directors) de Mexico, S.A. de C.V., Chairman of
the Board of Grupo Carso, S.A. de
C.V. and President of Grupo
Sanborns, S.A. de C.V.
Jaime Chico Pardo (Director) Chief Executive Officer of Telefonos
de Mexico, S.A. de C.V.
Adolfo Cerezo Perez (Director) Chief Financial Officer of Telefonos
de Mexico, S.A. de C.V.
Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de
Mexico, S.A. de C.V.
Oscar Von Hauske Solis (Alternate Chief Information Officer of
Director) Telefonos de Mexico, S.A. de C.V.
GLOBAL TELECOM LLC
477 Madison Ave., 6th Floor, New York, NY 10022
Name and Position Principal Occupation
----------------- --------------------
Directors
Javier Humberto Rosado Machain (Manager) Manager, Global Telecom LLC
Orlando Kleen (Manager) Manager, Global Telecom LLC
GRUPO FINANCIERO INBURSA, S.A. de C.V.
Paseo de las Palmas 736, Colonia Lomas de Chapultepec,
11000 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu (Chairman Emeritus) Chairman Emeritus of the Board of
Telefonos de Mexico, S.A. de C.V.,
Chairman Emeritus of the Board of
America Movil, S.A. de C.V.,
Chairman Emeritus of the Board of
Carso Global Telecom, S.A. de C.V.
and Chairman Emeritus of the Board
of America Telecom, S.A. de C.V.
Marco Antonio Slim Domit Chairman of the Board of Grupo
(Chairman of the Board) Financiero Inbursa, S.A. de C.V.
Eduardo Valdes Acra Chief Executive Officer of Inversora
(Vice-Chairman of the Board) Bursatil, S.A. de C.V., Casa de
Bolsa, Grupo Financiero Inbursa
Agustin Franco Macias (Director) Chairman of Cryoinfra, S.A. de C.V.
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly
Clark de Mexico, 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
Jose Kuri Harfush (Director) President of Janel, S.A. de C.V.
Executive Officers
Marco Antonio Slim Domit (President) President of Grupo Financiero
Inbursa, S.A. de C.V.
INMOBILIARIA INBURSA, S.A. DE C.V.
Paseo de Las Palmas 750, Colonia Lomas de Chapultepec,
11000 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Marco Antonio Slim Domit Chairman of the Board of Grupo
Financiero Inbursa, S.A. de C.V.,
member of the Board of Telefonos de
Mexico, S.A. de C.V., member of the
Board of America Telecom, S.A. de
C.V. and member of the Board of
Carso Global Telecom, S.A. de C.V.
Eduardo Valdes Acra Chief Executive Officer of Inversora
Bursatil, S.A. de C.V., Casa de
Bolsa, Grupo Financiero Inbursa
Hector Slim Seade Director de Soporte a la Operacion
de Telefonos de Mexico, S.A. de C.V.
PROMOTORA INBURSA, S.A. DE C.V.
Avenida Insurgentes Sur 3500, Colonia Pena Pobre,
14060 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu (Chairman) Chairman Emeritus of the Board of
Telefonos de Mexico, S.A. de C.V.,
Chairman Emeritus of the Board of
America Movil, S.A. de C.V.,
Chairman Emeritus of the Board of
Carso Global Telecom, S.A. de C.V.,
Chairman Emeritus of the Board of
America Telecom, S.A. de C.V. and
Chairman Emeritus of the Board of
Grupo Financiero Inbursa, S.A. de
C.V.
Daniel Diaz Diaz Independent Consultant
Guillermo Guerrero Villalobos Independent Consultant
Jose Humberto Gutierrez-Olvera Zubizarreta Chief Executive Officer of Grupo
Carso, S.A. de C.V. and Condumex,
S.A. de C.V.
David Ibarra Munoz Independent Consultant
Jose Kuri Harfush Chairman of Janel, S.A. de C.V. and
Jasame, S.A. de C.V.
Daniel Ruiz Fernandez Independent Consultant and Chief
Executive Officer of Ingenieria de
Proyectos y Supervision, S.A. de C.V.
Alfonso Salem Slim Chief Executive Officer of Hoteles
Calinda and PC Construcciones
Jose Shedid Merhy Independent Consultant
Patrick Slim Domit Alternate Chairman of the Board of
America Telecom, S.A. de C.V.,
member of the Board of America
Movil, S.A. de C.V., and Vice
President of Commercial Markets of
Telefonos de Mexico, S.A. de C.V.
Fernando Solana Morales Independent Consultant
BANCO INBURSA, S.A. INSTITUCION DE BANCA MULTIPLE
GRUPO FINANCIERO INBURSA
Avenida Insurgentes Sur 3500, Colonia Pena Pobre,
14060 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
NON-INDEPENDENT PROPRIETARY MEMBERS
Eduardo Valdes Acra Chief Executive Officer of Inversora
(Chairman) Bursatil, S.A. de C.V., Casa de
Bolsa, Grupo Financiero Inbursa
Carlos Slim Helu Chairman Emeritus of the Board of
Telefonos de Mexico, S.A. de C.V.,
Chairman Emeritus of the Board of
America Movil, S.A. de C.V.,
Chairman Emeritus of the Board of
Carso Global Telecom, S.A. de C.V.,
Chairman Emeritus of the Board of
America Telecom, S.A. de C.V. and
Chairman Emeritus of the Board of
Grupo Financiero Inbursa, S.A. de
C.V.
Marco Antonio Slim Domit Chairman of the Board of Grupo
Financiero Inbursa, S.A. de C.V.,
member of the Board of Telefonos de
Mexico, S.A. de C.V., member of the
Board of America Telecom, S.A. de
C.V. and member of the Board of
Carso Global Telecom, S.A. de C.V.
Javier Foncerrada Izquierdo Chief Executive Officer of Banco
Inbursa, S.A. and Arrendadora
Financiera Inbursa, S.A. de C.V.,
Chairman of the Board of Afore
Inbursa, S.A. de C.V. and member of
the Board of various of Grupo
Financiero Inbursa's subsidiaries
Adolfo Cerezo Perez Chief Financial Officer of Telefonos
de Mexico, S.A. de C.V.
INDEPENDENT PROPRIETARY MEMBERS
Jose Kuri Harfush Chairman of Janel, S.A. de C.V. and
Jasame, S.A. de C.V.
Juan Antonio Perez Simon Chairman of Sanborns Hermanos, S.A.
de C.V. and Alternate Chairman of
Telefonos de Mexico, S.A. de C.V.
NON-INDEPENDENT ALTERNATE MEMBERS
Javier Cervantes Sanchez Navarro Risk Management Officer of Grupo
Financiero Inbursa and its
subsidiaries
Carlos Hajj Aboumrad Chief Executive Officer of Galas de
Mexico, S.A. de C.V.
Hector Slim Seade Director de Soporte a la Operacion
de Telefonos de Mexico, S.A. de C.V.
Luis Roberto Frias Humphrey Officer of Corporate Banking of
Banco Inbursa, S.A., Institucion de
Banca Multiple, Grupo Financiero
Inbursa
Carlos Garcia Moreno Chief Financial Officer of America
Movil, S.A. de C.V.
INDEPENDENT ALTERNATE MEMBERS
Antonio Cosio Pando General Manager of Compania
Industrial de Tepeji del Rio, S.A.
de C.V.
Fernando Gerardo Chico Pardo Chief Executive Officer of Promecap,
S.C.
INMOBILIARIA PARA EL DESARROLLO DE PROYECTOS, S.A. DE C.V.
Paseo de Las Palmas 750, Colonia Lomas de Chapultepec,
11000 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Eduardo Valdes Acra Chief Executive Officer of Inversora
(Chairman) Bursatil, S.A. de C.V., Casa de
Bolsa, Grupo Financiero Inbursa
Alfonso Salem Slim Chief Executive Officer of Hoteles
Calinda and PC Construcciones
Javier Cervantes Sanchez Navarro Risk Management Officer of Grupo
Financiero Inbursa and its
subsidiaries
INMOBILIARIA CARSO, S.A. DE C.V.
Avenida Insurgentes Sur 3500, Colonia Pena Pobre,
14060 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Patrick Slim Domit (Chairman) Alternate Chairman of the Board of
America Telecom, S.A. de C.V.,
member of the Board of America
Movil, S.A. de C.V. and Vice
President of Commercial Markets of
Telefonos de Mexico, S.A. de C.V.
Carlos Slim Helu Chairman Emeritus of the Board of
Telefonos de Mexico, S.A. de C.V.,
Chairman Emeritus of the Board of
America Movil, S.A. de C.V.,
Chairman Emeritus of the Board of
Carso Global Telecom, S.A. de C.V.,
Chairman Emeritus of the Board of
America Telecom, S.A. de C.V. and
Chairman Emeritus of the Board of
Grupo Financiero Inbursa, S.A. de
C.V.
Marco Antonio Slim Domit Chairman of the Board of Grupo
Financiero Inbursa, S.A. de C.V.,
member of the Board of Telefonos de
Mexico, S.A. de C.V., member of the
Board of America Telecom, S.A. de
C.V. and member of the Board of
Carso Global Telecom, S.A. de C.V.
Carlos Slim Domit Chairman of the Board of Telefonos
de Mexico, S.A. de C.V., Chairman of
the Board of Grupo Carso, S.A. de
C.V., Alternate Chairman of the
Board of America Telecom, S.A. de
C.V., Alternate Chairman of the
Board of Carso Global Telecom, S.A.
de C.V. and President of Grupo
Sanborns, 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
ORIENT STAR HOLDINGS LLC
477 Madison Avenue, 6th Floor, New York, NY 10022, USA
Name and Position Principal Occupation
----------------- --------------------
Javier Humberto Rosado Machain (Manager) Manager, Orient Star Holdings LLC
Orlando Kleen (Manager) Manager, Orient Star Holdings LLC
U.S. COMMERCIAL CORP., S.A. DE C.V.
Miguel de Cervantes Saavedra 255, Col. Ampliacion Granada
11520 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
PROPRIETARY MEMBERS
Carlos Slim Domit Chairman of the Board of Telefonos
de Mexico, S.A. de C.V., Chairman of
the Board of Grupo Carso, S.A. de
C.V., Alternate Chairman of the
Board of America Telecom, S.A. de
C.V., Alternate Chairman of the
Board of Carso Global Telecom, S.A.
de C.V. and President of Grupo
Sanborns, S.A. de C.V.
Angel Eduardo Peralta Rosado Vice President of Grupo Sanborns,
S.A. de C.V.
Rafael Moises Kalach Mizrahi Chairman and Chief Executive Officer
of Grupo Kaltex, S.A. de C.V.
Agustin Santamarina Vazquez Of-counsel of Santamarina y Steta,
S.C.
Patrick Slim Domit Alternate Chairman of the Board of
America Telecom, S.A. de C.V.,
member of the Board of America
Movil, S.A. de C.V. and Vice
President of Commercial Markets of
Telefonos de Mexico, S.A. de C.V.
ALTERNATE MEMBERS
Arturo Elias Ayub Director de Alianzas Estrategicas,
Comunicacion y Relaciones,
Institucionales Telefonos de Mexico,
S.A. de C.V.
Eduardo Zea Mir Chief Executive Officer of Sears
Roebuck de Mexico
Alfonso Salem Slim Chief Executive Officer of Hoteles
Calinda and PC Construcciones
Eduardo Valdes Acra Chief Executive Officer of Inversora
Bursatil, S.A. de C.V., Casa de
Bolsa, Grupo Financiero Inbursa
Daniel Hajj Aboumrad Chief Executive Officer of America
Movil
COMMERCIAL LLC
477 Madison Avenue, 6th Floor, New York, NY 10022, USA
Name and Position Principal Occupation
----------------- --------------------
Javier Humberto Rosado Machain (Manager) Manager, Commercial LLC
Orlando Kleen (Manager) Manager, Commercial LLC
EX-99.1
2
slimmci13d-ex991_0302.txt
Exhibit 99.1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 14th day of February, 2005, by and among Carlos Slim Helu, Carlos
Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim
Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Carso Global
Telecom, S.A. de C.V., Global Telecom LLC, Telefonos de Mexico, S.A. de C.V.,
Controladora de Servicios de Telecomunicaciones, S.A. de C.V., Grupo Financiero
Inbursa, S.A. de C.V., Promotora Inbursa, S.A. de C.V., Inmobiliaria Inbursa,
S.A. de C.V., Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero
Inbursa, Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V.,
Inmobiliaria Carso, S.A. de C.V., Orient Star Holdings LLC, U.S. Commercial
Corp., S.A. de C.V. and Commercial LLC.
Each of the parties hereto hereby agrees to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on any Schedule 13D
or 13G relating to its ownership (direct or otherwise) of any securities of MCI,
Inc. and any and all amendments thereto and any other document relating thereto
(collectively, the "Filings") required to be filed by it pursuant to the United
States Securities Exchange Act of 1934, as amended. Each party to this Agreement
further agrees and covenants to the other parties that it will fully cooperate
with such other parties in the preparation and timely filing (and other
delivery) of such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
--------------------------------------
Carlos Slim Helu
--------------------------------------
Carlos Slim Domit By: /s/Eduardo Valdes Acra
----------------------
Eduardo Valdes Acra
-------------------------------------- Attorney-in-Fact
Marco Antonio Slim Domit February 14, 2005
--------------------------------------
Patrick Slim Domit
--------------------------------------
Maria Soumaya Slim Domit
--------------------------------------
Vanessa Paola Slim Domit
--------------------------------------
Johanna Monique Slim Domit
CARSO GLOBAL TELECOM, S.A. DE C.V.
--------------------------------------
By: Armando Ibanez Vazquez
Title: Attorney-in-Fact
GLOBAL TELECOM LLC
--------------------------------------
By: Empresas y Controles en Comunicaciones S.A. de
C.V., its sole member
Name: Armando Ibanez Vazquez
Title: Attorney-in-Fact
TELEFONOS DE MEXICO, S.A. DE C.V.
--------------------------------------
By: Adolfo Cerezo
Title: Attorney-in-Fact
Controladora de Servicios de Telecomunicaciones, S.A.
de C.V.
--------------------------------------
By: Sergio Rodriguez Molleda
Title: Attorney-in-Fact
GRUPO FINANCIERO INBURSA, S.A. DE C.V.
--------------------------------------
By: Raul Zepeda
Title: Attorney-in-Fact
PROMOTORA INBURSA, S.A. DE C.V.
--------------------------------------
By: Juan Carrizales
Title: Attorney-in-Fact
INMOBILIARIA INBURSA, S.A. DE C.V.
--------------------------------------
By: Raul Humberto Zepeda Ruiz
Title: Attorney-in-Fact
Banco Inbursa, S.A. Institucion de Banca Multiple Grupo
Financiero Inbursa
--------------------------------------
By: Raul Humberto Zepeda Ruiz
Title: Attorney-in-Fact
Inmobiliaria para el Desarrollo de Proyectos, S.A. de
C.V.
--------------------------------------
By: Javier Foncerrada Izquierdo
Title: Attorney-in-Fact
INMOBILIARIA CARSO, S.A. DE C.V.
--------------------------------------
By: Armando Ibanez Vazquez
Title: Attorney-in-Fact
ORIENT STAR HOLDINGS LLC
--------------------------------------
By: Inmobiliaria Carso, S.A. de C.V., its sole member
Name: Armando Ibanez VaYquez
Title:Attorney-in-Fact
U.S. COMMERCIAL CORP., S.A. DE C.V.
--------------------------------------
By: Jose de Jesus Gallardo
Title: Attorney-in-Fact
COMMERCIAL LLC
--------------------------------------
By: U.S. Commercial Corp., S.A. de C.V., its sole
member
Name: Jesus Gallardo
Title: Attorney-in-Fact
EX-99.2
3
slimmci13d-ex992_0302.txt
Exhibit 99.2
LETTER AGREEMENT, DATED JANUARY 23, 2004, AS AMENDED MAY 4, 2004, AMONG
THE REPORTING PERSONS AND THE UNITED STATES DEPARTMENT OF JUSTICE
U.S. Department of Justice
Antitrust Division
City Center Building
1401 H Street, NW
Washington, DC 20530
This is an amended agreement between the United States Department of
Justice ("the Department") and the individuals and corporations, including their
affiliates, corporate parents, subsidiaries and successors, identified in
Appendix A, and all individuals within their control, including directors,
officers, employees and agents, collectively referred to hereafter as "the
Participants."
Several of the Participants have filed with the Federal Trade
Commission and the Department Notifications and Reports pursuant to the
Hart-Scott-Rodino Act stating that they intend to exercise certain rights to
convert debt instruments they hold of WorldCom, Inc. ("WorldCom") into equity
shares of WorldCom's successor corporation upon Worldcom's emergence from
bankruptcy. The Participants understand that in exchange for their Undertakings
pursuant to this agreement, and the Undertakings of WorldCom in a separate
agreement, the Department intends to take no further action at this time with
respect to the subject Notifications.
Definitions
"WorldCom" is WorldCom, Inc., debtor in possession, a corporation now
in bankruptcy, its anticipated successor corporation, MCI, Inc. ("MCI"), and
their subsidiaries, affiliates and other successors.
"Conversion" is the exchange, in part or in whole, of debt instruments
of WorldCom (or any of its affiliates or subsidiaries) for equity shares in MCI
upon MCI's emergence from the bankruptcy proceedings in which WorldCom is now
the debtor in possession, an emergence which is now anticipated to occur in
February 2004.
"Conversion Percentage" is the lower of: 1) the number of MCI equity
shares issued to the Participants on the date of Conversion in accordance with
Item 1 of the Undertakings expressed as a percentage of MCI's then total issued
and outstanding equity shares; and 2) 13.79% of MCI's total issued and
outstanding equity shares.
Undertakings
Each Participant agrees that he, she or it will not, individually or
collectively, undertake any of the following actions, except in accordance with
the Conditions set out below:
1. At the time of Conversion, the Participants will not, individually
or collectively, acquire any equity shares of MCI in addition to those shares
they will hold as a result of their Conversions through the bankruptcy process
of WorldCom's debt instruments that they now hold. The face value of those debt
instruments that the Participants now hold is $2,981,515,000. As a further
limitation, the Participants will not convert any debt instruments through the
bankruptcy process to the extent that doing so will yield them collectively
equity shares in MCI greater in number than 13.79% of MCI's then total issued
and outstanding equity shares.
2. At any time after the Conversion, the Participants will not,
individually or collectively, acquire any additional equity shares of MCI,
unless, as a result of additional public or private offerings of shares by MCI,
the percentage of MCI's total issued and outstanding shares owned by the
Participants collectively becomes less than the Conversion Percentage. In that
case the Participants will not, individually or collectively, acquire a larger
number of shares than is necessary to restore to them collectively the
Conversion Percentage. Provided, however, that this paragraph does not prohibit
the Participants from receiving stock dividends from MCI if those dividends are
distributed by MCI pro rata to all MCI shareholders of the same class.
3. The Participants, their officers, their directors, their employees,
their agents and their representatives will not:
a. Seek or accept any membership on MCI's board of directors nor any
position as an officer or employee of MCI;
b. Seek or accept a right to nominate any member of MCI's board of
directors; provided, however, that this term is not affected by
the operation of Article VII, section 10 of MCI's Amended and
Restated Certificate of Incorporation concerning consultation by
the Nominating and Corporate Governance Committee about nominees
to the board;
c. Attend or participate in meetings of MCI's board of directors,
except to the limited extent that they may be invited by the board
to make specific presentations about transactions between them and
MCI, but would not be present for or participate in the
deliberations of the board;
d. Participate in internal MCI management decisions, or seek or
obtain any confidential MCI business information, except to the
extent provided for by law, by MCI's corporate instruments, or by
confidentiality agreements entered into as part of a regular
course of business transaction.
If as a result of the bankruptcy Conversion process the Participants,
individually or collectively, hold more than 13.79% of MCI's issued and
outstanding equity shares, one or more of the Participants shall promptly convey
the shares in excess of 13.79% to a blind trust, using an independent bank as
trustee, with instructions to the trustee to dispose of the shares as soon as
practically possible, but in no event later than 15 days after the shares are
registered and a functioning market is available for their disposition. The
Participants shall promptly notify the Department in writing, specifying full
details: (1) explaining that they inadvertently acquired more than 13.79%; (2)
certifying that they have created the specified trust account and have conveyed
the excess shares; and (3) attaching copies of the instrument(s) of conveyance
and the trust instrument. The Participants shall also instruct the trustee to
notify the Department in writing, specifying full details: (1) when the shares
have been disposed of; (2) if necessary, that the shares have not been disposed
of within three months of the conveyance; and (3) if necessary, at the end of
each succeeding three months that the shares have not yet been disposed of.
Conditions
The Participants may, notwithstanding the foregoing, collectively or
individually undertake an action that they have agreed in the Undertakings not
to undertake, provided that they first:
1. Notify the Department of the prospective action. The notification
shall provide detailed information about the prospective action, such as, for
example, the number of shares to be acquired, the prospective acquirer
(including its name, address, and telephone number) and the percentage of total
issued and outstanding shares of MCI the Participants would collectively hold
after the acquisition. The Notification must also identify an agent to which the
Department may address further communications, including its name, address,
telephone number and telecopy number. Notification shall be sent in writing as
specified below.
2. Refrain from taking the prospective action for 30 days after the
date the Department receives the notification, unless the Department earlier
states in writing that it has no current intention to oppose the action.
3. Substantially comply with a written request by the Department for
additional information, if that request is issued within those 30 days to the
Participants, collectively or individually, or their agent(s). Such a request
for additional information may include a statement of subjects about which the
Department seeks to conduct in-person interviews, requests for the provision of
documents, and requests for the provision of written information. Individuals
with personal knowledge of the subjects must be made available for the
interviews, which will be conducted in English (by translation if appropriate).
Documents must be provided (plus English translations if requested) regardless
of whether those documents are or are not located within the United States.
4. Certify to the Department in writing as specified below that they
have substantially complied with the Department's request for additional
information. This certification may be made only after copies of all responsive
documents have been provided, all requested written information has been
provided, and all responsive interviews have been completed.
5. Refrain, if the Department sends a request for additional
information, from taking the prospective action until the date 30 days after the
Department has received the written certification of substantial compliance,
unless the Department earlier states in writing that it has no current intention
to oppose the action.
If, however, a contemplated acquisition of equity shares is subject to
the reporting requirements of the Hart-Scott-Rodino Act, the Participants file
with the Federal Trade Commission and the Department all appropriate
Notifications and Reports required by that Act, and those Notifications and
Reports cover all the contemplated acquisitions, those filings will serve to
fulfill the Participants' obligations under these Conditions.
Notice to the Department
All notifications and certifications to the Department will be sent
electronically or by fax, and by mail, with return receipt requested, to:
Assistant Attorney General
Antitrust Division
Main Justice Building
950 Pennsylvania Avenue, N.W.
Washington, D.C. 20530
(202) 514-2401 telephone
(202) 616-2645 fax
with a copy to:
Chief, Telecommunications & Media Enforcement Section
Antitrust Division
1401 H Street, N.W.
Suite 8000
Washington, D.C. 20530
(202) 514-5621 telephone
(202) 514-6381 fax
In the event those addresses or telephone numbers change the Department will
notify the following person for the Participants:
Philip L. Verveer, Esq.
Wilikie Farr & Gallagher, LLP
1875 K Street, N.W.
Washington, D.C. 20006-1238
Expiration
The commitments undertaken in this agreement will expire on the fifth
anniversary of the date of this agreement. The Participants may request an
earlier release from the Department, but any such release must be provided by
the Department in writing.
/s/ Michael J. Hirrel /s/ Phlip L. Verveer
---------------------------------------- ----------------------------------------
Michael J. Hirrel Philip L. Verveer
Attorney, Telecommunications & Media Attorney for the Participants
Enforcement Section
January 23, 2004, as amended May 4, 2004 January 23, 2004, as amended May 4, 2004
APPENDIX A
Carlos Slim Helu
Carlos Slim Domit
Marco Antonio Slim Domit
Patrick Slim Domit
Maria Soumaya Slim Domit
Vanessa Paola Slim Domit
Johanna Monique Slim Domit
Carso Global Telecom, S.A. de C.V.
Financial Ventures LLC
Global Telecom LLC
Telefonos de Mexico, S.A. de C.V. (Telmex)
Controladora de Servicios de Telecomunicacioncs, S.A. de C.V.
Uninet, S.A. de C.V.
Empresas y Controles En Comunicaciones, S.A. de C.V.
Inmobiliaria Carso, S.A. de C.V.
Orient Star Holdings, LLC
Grupo Financiero Inbursa, S.A. de C.V.
Promotora Inbursa, S.A. de C.V.
Pensiones Inbursa, S.A. de C.V.
U.S. Commercial Corp., S.A. de C.V.
Commercial LLC