UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Grupo Televisa, S.A. (the "Issuer")
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(Name of Issuer)
Series A Shares ("A Shares")
Series B Shares ("B Shares")
Dividend Preferred Shares ("D Shares")
Series L Shares ("L Shares")
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(Title of Class of Securities)
40049J206(1)
-------------------------------------------------------
(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, D.F. 11000, Mexico
(5255) 5540-9225
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continuing on the following pages)
--------------------------------
(1) CUSIP number is for the Global Depositary Shares ("GDSs") only. GDSs each
represent twenty certificados de participacion ordinarios ("CPOs"), each of
which currently comprises twenty-five A Shares, twenty-two B Shares, thirty-five
D Shares and thirty-five L Shares. No CUSIP number exists for the underlying
CPOs, A Shares, B Shares, D Shares or L Shares, since such securities are not
traded in the United States.
CUSIP No. 40049J206 GDSs 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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
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) |X|
(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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 5,083,664,398 B Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
58,691,655,004 A Shares, 5,083,664,398 B Shares
8,087,647,906 D Shares and 8,087,647,906 L
Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,691,655,004 A Shares, 5,083,664,398 B Shares and 8,087,647,906 D Shares
8,087,647,906 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.31% of A Shares, 8.52% of B Shares, 8.87% of D Shares and 8.87% of
L Shares
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trust No. F/0008 (the "Pension Trust")
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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,315,099,800 A Shares, 2,917,287,824 B Shares
and 4,641,139,720 D Shares 4,641,139,720
L Shares(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,315,099,800 A Shares, 2,917,287,824 B Shares and 4,641,139,720 D Shares
4,641,139,720 L Shares(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.67% of A Shares, 4.89% of B Shares, 5.09% of D Shares and 5.09% of
L Shares
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D
Item 1. Security and Issuer.
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This Amendment No. 1 (the "Amendment") amends the initial
Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange
Commission (the "Commission") on April 5, 2004, by the Reporting Persons (as
defined below), with respect to the Series A Shares of common stock, no par
value (the "A Shares"), the Series B Shares of common stock, no par value (the
"B Shares"), the Dividend Preferred Shares of common stock no par value (the "D
Shares"), and the limited-voting Series L Shares of common stock, no par value
("L Shares" and, together with the A Shares, the B Shares and the D Shares, the
"Shares") of Grupo Televisa, S.A. (the "Issuer"). Capitalized terms used but not
otherwise defined in this Amendment have the meanings ascribed to such terms in
the Schedule 13D.
The Shares trade in the United Mexican States ("Mexico")
primarily in the form of certificados de participacion ordinarios ("CPOs"), each
of which currently comprises 117 Shares (25 A Shares, 22 B Shares, 35 D Shares
and 35 L Shares), and in the United States in the form of global depositary
shares ("GDSs"), each of which represents 20 CPOs.
The Issuer is a sociedad anonima organized under the laws of
Mexico, whose principal executive offices are located at Avenida Vasco de
Quiroga No. 2000, Colonia Santa Fe, 01210 Mexico, D.F., Mexico.
Item 2. Identity and Background.
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(a) - (c) and (f):
This Statement is filed pursuant to Rule 13d-1(a) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by 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 Grupo Financiero Inbursa, S.A. de
C.V. ("GFI"). As a result, ownership of all Shares beneficially owned by GFI may
be deemed to be shared among each member of the Slim Family.
(2) GFI is a sociedad anonima de capital variable organized
under the laws of Mexico. GFI is a financial services holding company. GFI owns
the majority 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. Shares reported as beneficially
owned by GFI include Shares owned directly by Trust No. F/0553, a trust
established under the laws of Mexico (the "Inbursa Trust"), which are held for
the benefit of Promotora Inbursa, S.A. de C.V. ("Promotora Inbursa"), an
indirect subsidiary of GFI. Banco Inbursa S.A., Institucion de Banca Multiple,
Grupo Financiero Inbursa, Division Fiduciaria, is the trustee of the Inbursa
Trust and a subsidiary of GFI.
(3) Trust No. F/0008 (the "Pension Trust") is a trust
organized under the laws of Mexico as a pension plan for employees of a Mexican
company. Banco Inbursa S.A., Institucion de Banca Multiple, Grupo Financiero
Inbursa, Division Fiduciaria, is the trustee of the Pension Trust and a
subsidiary of GFI. The other Reporting Persons disclaim beneficial ownership of
Shares beneficially owned by the Pension Trust.
The names, addresses, occupations and citizenship of the Slim
Family and the executive officers and directors of GFI are set forth in Schedule
I attached hereto.
(d) and (e)
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.
------ -------------------------------------------------
As more fully described under Item 4, on June 1, 2005,
pursuant to the Spin-off (as defined below) Promotora Inbursa contributed to
Promotora del Desarrollo de America Latina, S.A. de C.V. ("Promotora Ideal") the
beneficial rights of the Inbursa Trust to two-thirds of its Shares (consisting
of 132,603,992 CPOs, which represent 3,315,099,800 A Shares, 2,917,287,824 B
Shares, 4,641,139,720 D Shares and 4,641,139,720 L Shares) held directly by the
Shareholder Trust (the "Spun-off Shares"). The transfer of Spun-off Shares was
made without any consideration.
On June 7, 2005, Promotora Ideal transferred the Spun-off
Shares to the Pension Trust. The aggregate amount of funds utilized to purchase
the Spun-off Shares was 4,336,150,538.40 Mexican pesos (approximately U.S.
$399.28 million based on an exchange rate of 10.86 Mexican pesos per U.S.
dollar, the exchange rate in effect on June 7, 2005). The funds used to purchase
the Spun-off Shares were obtained from the working capital of the Pension Trust.
Item 4. Purpose of Transaction.
------ ----------------------
As described in greater detail under Item 4 of the Schedule
13D, on March 23, 2004, (i) the Inbursa Trust, (ii) Trust No. 80370, a trust
organized under the laws of Mexico for the benefit of Emilio Fernando Azcarraga
Jean ("EAJ") (the "Azcarraga Trust") and Grupo Triple "B", S.A. de C.V., a
sociedad anonima de capital variable organized under the laws of Mexico ("Grupo
BBB") and (iii) Trust No. 14520-1, a trust established under the laws of Mexico
(the "Investor Trust") for the benefit of Maria Asuncion Aramburuzabala
Larregui, Lucrecia Aramburuzabala Larregui de Fernandez, Maria de las Nieves
Fernandez Gonzalez, Antonino Fernandez Rodriguez and Carlos Fernandez Gonzalez
(the "Investors") contributed all their shares in Televicentro to the
Shareholder Trust and became beneficiaries of the Shareholder Trust. EAJ owns
99.96% of the outstanding voting equity securities of Grupo BBB.
Trust Agreement
---------------
Voting of Shares. Pursuant to the agreement governing the
Shareholder Trust (the "Trust Agreement"), the Shares held through the
Shareholder Trust are voted by the trustee as instructed by a Technical
Committee comprising five members--three appointed by the Azcarraga Trust and
one appointed by each of the Investor Trust and the Inbursa Trust. Accordingly,
except as described below, EAJ controls the voting of the shares held through
the Shareholder Trust. In elections of directors, the Technical Committee
instructs the trustee to vote the A Shares held through the Shareholder Trust
for individuals designated by EAJ. As a result, EAJ has the ability to direct
the election of eleven out of 20 members of the Issuer's board of directors.
In accordance with the Trust Agreement, the Technical
Committee instructs the trustee to vote the B Shares held through the
Shareholder Trust for a total of five individuals to be elected as members of
the Board of Directors of the Issuer, who are designated as follows. EAJ is
entitled to nominate two individuals. The Inbursa Trust is entitled to nominate
two individuals so long as the shares it holds through the Shareholder Trust
constitute more than two percent of the total issued and outstanding Shares.
Until the Investor Trust is entitled to withdraw all its Shares from the
Shareholder Trust, and so long as the Shares it holds through the Shareholder
Trust constitute more than two percent of the total issued and outstanding
Shares, it is entitled to nominate one individual. Because the B Shares held
through the Shareholder Trust following the Televicentro Distribution constitute
8.52% of the total B Shares outstanding, there can be no assurance that
individuals nominated by Shareholder Trust beneficiaries will be elected to the
Issuer's Board.
EAJ has agreed to consult with the Inbursa Trust and the
Investor Trust as to the voting of shares held through the Shareholder Trust on
matters specifically set forth in the Trust Agreement, including increases or
reductions in the capital stock of the Issuer (other than the acquisitions by
the Issuer of its capital stock as permitted by Mexican law); merger, split-up,
dissolution, liquidation or bankruptcy proceedings of the Issuer; related party
transactions, extensions of credit, the purchase or sale of assets of the Issuer
or share repurchases, in each case exceeding specified thresholds; the
furnishment of guaranties, other than in the ordinary course of business; and
selection of the chairman of the Issuer's board of directors, if different from
EAJ. If either of the Inbursa Trust or the Investor Trust requests that Shares
be voted in a particular way on such a matter, and EAJ declines to do so, then
notwithstanding the arrangements described below, such party may immediately
withdraw its Shares from the Shareholder Trust. These consultation rights will
terminate as to either the Inbursa Trust or the Investor Trust if it ceases to
be party to the Shareholder Trust or if it owns less than two percent of the
total issued and outstanding Shares.
Release of Shares. Before July 1, 2005 (except as described
above or upon certain changes in Mexican tax laws), the Shareholder Trust
beneficiaries were not permitted to withdraw Shares from the Shareholder Trust
or to pledge Shares without the consent of the other beneficiaries. During this
period, Shareholder Trust beneficiaries had only limited rights to transfer,
assign or pledge their interests in the Shareholder Trust. Such limited rights
included the rights of Shareholder Trust beneficiaries to transfer, assign or
pledge their interests to an Affiliate (as defined in the Trust Agreement),
provided that a notice to the Shareholder Trust beneficiaries was given in
writing stating the Affiliate's intent to assume the rights and obligations of
the Trust Agreement. Beginning July 1, 2005, the Investor Trust may withdraw any
or all of its Shares from the Shareholder Trust. The Inbursa Trust may withdraw
up to two-thirds of its Shares from July 1, 2005 through June 30, 2009 and any
or all of its Shares beginning July 1, 2009. The Azcarraga Trust may withdraw
any or all of its Shares from the Shareholder Trust beginning July 1, 2005, but
upon any such withdrawal, the Inbursa Trust may freely withdraw any or all of
its Shares. Notwithstanding these restrictions, if EAJ transfers Shares such
that a third party would control the Issuer, and at the time of the transfer
there is no law that would require the third party purchaser to tender for all
outstanding Shares (including Shares beneficially owned by the Investor Trust
and in the Inbursa Trust), the Investor Trust and the Inbursa Trust will have
the right to participate in the transfer on the same terms and conditions as
EAJ.
Notice
------
On May 17, 2005, in order to comply with the transfer
restrictions imposed by the Trust Agreement, Promotora Inbursa notified the
Shareholder Trust beneficiaries in writing of the successive transfers to be
made to an Affiliate and its Affiliate's intent to assume all of the rights and
obligations of the Trust Agreement (the "Notice").
Spin-off
--------
On May 18, 2005, an extraordinary shareholders meeting of
Promotora Inbursa approved the spin-off of Promotora Ideal (the "Spin-off") from
Promotora Inbursa and the contribution of certain assets, including the Spun-off
Shares, to Promotora Ideal. The Spin-off was implemented using a procedure under
Mexican corporate law known as an escision or "split-up." The contribution of
the Spun-off Shares by Promotora Inbursa to Promotora Ideal was effective as of
June 1, 2005, which was the date of incorporation of Promotora Ideal. Promotora
Inbursa retained the beneficial rights of the Inbursa Trust to one-third of its
Shares (a total of 66,301,996 CPOs, which represent 1,657,549,900 A Shares,
1,458,643,912 B Shares, 2,320,569,860 D Shares and 2,320,569,860 L Shares) held
directly by the Shareholder Trust.
The Spin-off is one part of a process of corporate
restructuring being conducted by GFI, which will result in the creation of a new
corporate entity, Impulsora del Desarrollo Economico de America Latina, S.A. de
C.V. (IDEAL). The shares of IDEAL will be listed on the Mexican Stock Exchange.
Once the restructuring has been completed, a majority of the outstanding voting
equity securities of IDEAL will be beneficially owned, directly or indirectly,
by the Slim Family.
Assignment
----------
Promotora Ideal instructed the Inbursa Trust to transfer the
Spun-off Shares to the Pension Trust in exchange for 4,336,150,538.40 Mexican
pesos (approximately U.S. $399.28 million based on an exchange rate of 10.86
Mexican pesos per U.S. dollar, the exchange rate in effect on June 7, 2005).
Pursuant to the terms of the Trust Agreement, the Pension
Trust delivered a withdrawal notice to the trustee of the Shareholders Trust,
and, on July 1, 2005, the Pension Trust withdrew all of its Shares from the
Shareholder Trust.
General
-------
The provisions of the Trust Agreement are set forth as
exhibits to this Statement, and are incorporated herein in their entirety by
this reference in response to this Item. The foregoing description of the terms
and provisions of this document is a summary only and is qualified in its
entirety by reference to such document.
Except as set forth in this Statement, the Reporting Persons
currently have no plans or proposals which relate to or which would result in
any of the actions or transactions described in paragraphs (a) through (j) of
Item 4 of the instructions to Schedule 13D. However, from time to time the
Reporting Persons may evaluate the possibility of acquiring additional Shares,
disposing of Shares, or entering into corporate transactions involving the
Issuer (including, but not limited to, joint ventures and/or other commercial
arrangements with the Issuer). The Reporting Persons reserve the right to
formulate plans or proposals regarding the Issuer or any of its securities and
to carry out any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of the instructions to this Statement, to the extent
deemed advisable by the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The Shareholder Trust, the Azcarraga Trust, the Inbursa
Trust, the Investor Trust, EAJ, Promotora Inbursa and the Investors constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly,
the Shareholder Trust beneficially owns directly, and each of the Azcarraga
Trust, the Inbursa Trust, the Investor Trust and each Investor may be deemed to
beneficially own indirectly the following number of Shares: 58,691,655,004 A
Shares, which constitute approximately 47.31% of the 124,060,976,675 A Shares
outstanding; 5,083,664,398 B Shares, which constitute approximately 8.52% of the
59,675,447,396 B Shares outstanding; 8,087,647,906 D Shares, which constitute
approximately 8.87% of the 91,188,347,215 D Shares outstanding; and
8,087,647,906 L Shares, which constitute approximately 8.87% of the
91,188,347,215 L Shares outstanding.
Shares held directly by members of the "group" (as described
above) other than the Reporting Persons are not disclosed in this Amendment.
Each of the Reporting Persons expressly disclaims beneficial ownership of any
Shares directly beneficially owned by any direct or indirect participant in the
Shareholder Trust, other than the Reporting Persons.
The Pension Trust beneficially owns directly 132,603,992 CPOs,
which represent 3,315,099,800 A Shares, 2,917,287,824 B Shares, 4,461,139,720 D
Shares, and 4,641,139,720 L Shares. The Shares beneficially owned by the Pension
Trust constitute approximately 2.67% of the 124,060,976,675 A Shares
outstanding; 4.89% of the 59,675,447,396 B Shares outstanding; 5.09% of the
91,188,347,215 D Shares outstanding; and 5.09% of the 91,188,347,215 L Shares
outstanding. Each of the Reporting Persons expressly disclaims beneficial
ownership of any Shares beneficially owned by the Pension Trust.
(b) (1) Shareholder Trust
Pursuant to the Trust Agreement, the Shareholder
Trust has the shared power to vote, or direct the voting, of the following
number of Shares: 58,691,655,004 A Shares, 5,083,664,398 B Shares, 8,087,647,906
D Shares, and 8,087,647,906 L Shares. The Shareholder Trust will have no power
to dispose, or direct the disposition, of any Shares. Each of the beneficiaries
of the Shareholder Trust will have the shared power to dispose, or direct the
disposition, of the Shares held by the Shareholder Trust.
(2) Promotora Inbursa
Pursuant to the Trust Agreement, Promotora Inbursa,
as the sole beneficiary of the Inbursa Trust with respect to the Shares, has the
shared power to vote, or direct the voting, of the 5,083,664,398 B Shares with
respect to the election of two individuals to serve as members of the Issuer's
Board of Directors.
Pursuant to the Trust Agreement, Promotora Inbursa,
as the sole beneficiary of the Inbursa Trust with
respect to the Shares, has the shared power to dispose, or direct the
disposition, of the following number of Shares: 58,691,655,004 A Shares,
5,083,664,398 B Shares, 8,087,647,906 D Shares, and 8,087,647,906 L Shares.
Upon release of all Shares from the Shareholder
Trust, Promotora Inbursa would have the sole power to vote,
or direct the voting, and the sole power to dispose, or direct the disposition,
of the following number of Shares: 1,657,549,900 A Shares, 1,458,643,912 B
Shares, 2,320,569,860 D Shares and 2,320,569,860 L Shares.
As discussed in Item 2, Shares held directly by the
Inbursa Trust for the benefit of Promotora Inbursa are
reported as beneficially owned by GFI.
(3) Pension Trust
Following the withdrawal of all Shares from the
Shareholder Trust, the Pension Trust has the shared power to dispose, or direct
the disposition, of the following number of Shares: 3,315,099,800 A Shares,
2,917,287,824 B Shares, 4,641,139,720 D Shares and 4,641,139,720 L Shares.
Following the withdrawal of all Shares from the
Shareholder Trust, the Pension Trust has the sole power to vote, or direct the
voting, and the sole power to dispose, or direct the disposition, of the
following number of Shares: 3,315,099,800 A Shares, 2,917,287,824 B Shares,
4,641,139,720 D Shares and 4,641,139,720 L Shares.
(c) Except as described herein, no transactions in Shares were
effected during the past 60 days by any Reporting Person.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
------------------------------------
Except as disclosed in Item 4 of this Statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and between such persons and any person with respect
to Shares.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Power of Attorney of the Pension Trust, dated
as of June 29, 2005
99.2 Joint Filing Agreement, dated as of
July 6, 2005
The Powers of Attorney for the Slim Family and GFI and the Trust Agreement, all
of which were filed as exhibits to the Schedule 13D filed on April 5, 2004, are
hereby incorporated herein by reference.
CUSIP No. 40049J206 GDSs 13D Page 18 of 29
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 July 6, 2005
-------------------------------------
Patrick Slim Domit
-------------------------------------
Maria Soumaya Slim Domit
-------------------------------------
Vanessa Paola Slim Domit
-------------------------------------
Johanna Monique Slim Domit
-------------------------------------
GRUPO FINANCIERO INBURSA, S.A. DE C.V.
-------------------------------------
By: Eduardo Valdes Acra
Title: Fiduciary Attorney-in-Fact
BANCO INBURSA, S.A. INSTITUCION DE
BANCA MULTIPLE GRUPO FINANCIERO
INBURSA, AS TRUSTEE OF TRUST NO.
F/0008
-------------------------------------
By: Raul Zepeda
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., Chairman
Emeritus of the Board of America
Telecom, S.A. de C.V. and Chairman
Emeritus of Grupo Carso, 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
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 Financiero Inbursa,
(Chairman of the Board) S.A. de C.V.
Eduardo Valdes Acra Chief Executive Officer of Inversora Bursatil, S.A.
(Vice-Chairman of the Board) 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.
Arturo Elias Ayub (Director) Director of Strategic Alliances of Telefonos de
Mexico, S.A. de C.V.
Javier Foncerrada Izquierdo (Director) Chief Executive Officer of Banco Inbursa, S.A.,
Institucion de Banca Multiple, Grupo Financiero
Inbursa.
Hector Slim Seade (Director) Director of Support of Operations of Telefonos de
Mexico, S.A. de C.V.
Antonio Cosio Pando (Director) General Manager of Compania Industrial de Tepeji del
Rio, S.A. de C.V.
Fernando Chico Pardo (Director) President of Promecap, S.A. de C.V.
Angeles Espinosa Yglesias (Director) Philantropist and Private Investor
Guillermo Gutierrez Saldivar (Director) Chief Executive Officer of Equipos Electromecanicos,
S.A. de C.V.
Laura Diez Barroso Azcarrada de Laviada (Director) President of Editorial Eres, S.A. de C.V.
Executive Officers
Marco Antonio Slim Domit (President) President of Grupo Financiero Inbursa, S.A. de C.V.