UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
Telefonos de Mexico, S.A. de C.V. (the "Issuer")
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(Name of Issuer)
American Depositary Shares ("L Share ADSs"), each
representing 20 Series L Shares ("L Shares")
American Depositary Shares ("A Share ADSs"), each
representing 20 Series A Shares ("A Shares")
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(Title of Class of Securities)
879403780 for L Share ADSs(1)
879403400 for A Share ADSs(2)
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(CUSIP Number)
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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)
November 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other
parties to whom copies are to be sent.
* 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).
(1) CUSIP number is for the L Share ADSs only. No CUSIP number exists for the
underlying L Shares, since such shares are not traded in the United States.
(2) CUSIP number is for the A Share ADSs only. No CUSIP number exists for the
underlying A Shares, since such shares are not traded in the United States.
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
80,000 A Shares and 200,000 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
80,000 A Shares and 200,000 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,074,660 A Shares and 7,535,104,510 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)
19.1% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
16,264 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
16,264 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,534,920,774 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)
19.0% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
16,264 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
16,264 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,534,920,774 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)
19.0% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF and PF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
1,048,538 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,048,538 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,535,953,048 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)
19.0% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
16,268 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
16,268 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,534,920,778 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)
19.0% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vanessa Paola Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
816,268 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
816,268 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,535,720,778 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)
19.0% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF and PF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
1,375,522 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,534,904,510 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,375,522 L Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,534,904,510 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,536,280,032 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)
19.0% of A Shares and 43.2% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carso Global Telecom, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF and WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
8 SHARED VOTING POWER
NUMBER OF SHARES 91,994,660 A Shares and 7,516,818,238 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
91,994,660 A Shares and 7,516,818,238 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,994,660 A Shares and 7,516,818,238 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)
19.0% of A Shares and 43.1% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Financiero Inbursa, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC and 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
8 SHARED VOTING POWER
NUMBER OF SHARES 18,086,272 L Shares
BENEFICIALLY OWNED BY (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
18,086,272 L Shares
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,086,272 L 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)
0.1% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trust No. F/0008 (the "Telmex Trust")
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
307,576,240 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING PERSON 307,576,240 L Shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,576,240 L 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% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trust No. F/0395 (the "Telnor Trust")
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
4,770,000 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING PERSON 4,770,000 L Shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,770,000 L 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)
0.0% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fundacion Telmex, A.C.
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
40,000,000 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING PERSON 40,000,000 L Shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000 L 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% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 879403780 L Share ADSs 13D
879403400 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Asociacion Carso, A.C.
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
10,000,000 L Shares (See Item 5)
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING PERSON 10,000,000 L Shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 L 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)
0.1% of L Shares (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
------ -------------------
This Amendment No. 21 (the "Twenty-First Amendment") amends
the initial Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission (the "Commission"), as subsequently amended, by the
Reporting Persons (as defined in the Schedule 13D), with respect to the L Shares
and A Shares of Telefonos de Mexico, S.A. de C.V. (the "Issuer"). Capitalized
terms used but not otherwise defined in this Twenty-First Amendment have the
meanings ascribed to such terms in the Schedule 13D, as amended.
Item 4. Purpose of Transaction.
------ ----------------------
As discussed in Item 4 of the Schedule 13D filed by the
Reporting Persons with the SEC on June 4, 2004, CGT and SBC International, Inc.
are parties to a series of agreements, which govern the ownership and voting of
any and all AA Shares of the Issuer owned by such parties. As of November 17,
2005, CGT holds 73.9% of the issued and outstanding AA Shares.
Item 5. Interest in Securities of the Issuer.
------- -------------------------------------
(a) The Reporting Persons have, as of November 17, 2005, the following
interests in the A Shares and L Shares:
A Shares(1) L Shares(2)
------------------------------------------------------------
Number % of Class Number % of Class
----------- ----------- ----------- -----------
Carlos Slim Helu(3)........... 92,074,660 19.1% 7,535,104,510 43.2%
Carlos Slim Domit(4).......... 91,994,660 19.0% 7,534,920,774 43.2%
Marco Antonio Slim Domit(5)... 91,994,660 19.0% 7,534,920,774 43.2%
Patrick Slim Domit(6)......... 91,994,660 19.0% 7,535,953,048 43.2%
Maria Soumaya Slim Domit(7)... 91,994,660 19.0% 7,534,920,778 43.2%
Vanessa Paola Slim Domit(8)... 91,994,660 19.0% 7,535,720,778 43.2%
Johanna Monique Slim Domit(9). 91,994,660 19.0% 7,536,280,032 43.2%
CGT(10)....................... 91,994,660 19.0% 7,516,818,238 43.1%
GFI........................... -- -- 18,086,272 0.1%
Telmex Trust.................. -- -- 307,576,240 2.2%
Telnor Trust.................. -- -- 4,770,000 0.0%
Fundacion Telmex.............. -- -- 40,000,000 0.3%
Asociacion Carso.............. -- -- 10,000,000 0.1%
(1) Based upon 483,316,796 A Shares outstanding as of November 17, 2005, as
reported by the Mexican Stock Exchange. Includes A Shares held in the
form of A Share ADSs. Except as otherwise indicated, all A Shares are
held in the form of A Shares.
(2) Based upon 13,704,930,222 L Shares outstanding as of November 17, 2005,
as reported by the Mexican Stock Exchange. The total number of L Shares
outstanding also includes L Shares held in the form of L Share ADSs. In
addition, other than in the case of GFI, the Telmex Trust, the Telnor
Trust, Fundacion Telmex and Asociacion Carso, L Share totals and
percentages assume that all of the A Shares held by the Reporting
Persons and 3,655,818,238 AA Shares held by CGT, which may be deemed to
be beneficially owned by the Slim Family, have been converted into L
Shares. In accordance with the restrictions set forth in Item 4 of the
Schedule 13D filed by the Reporting Persons on February 20, 2004, the
maximum number of AA Shares that could, as of the date hereof, be
converted to L Shares is 3,655,818,238. Except as otherwise indicated,
all L Shares are held in the form of L Shares.
(3) Includes 80,000 A Shares and 200,000 L Shares (assuming conversion of
the 80,000 A Shares) owned directly by Carlos Slim Helu, as well as A
Shares and L Shares beneficially owned through GFI and CGT by trusts
for the benefit of the Slim Family (the "Family Shares").
(4) Includes 16,264 L Shares owned directly by Carlos Slim Domit, as well
as the Family Shares.
(5) Includes 16,264 L Shares owned directly by Marco Antonio Slim Domit, as
well as the Family Shares.
(6) Includes 1,048,538 L Shares owned directly by Patrick Slim Domit, as
well as the Family Shares.
(7) Includes 16,268 L Shares owned directly by Maria Soumaya Slim Domit,
as well as the Family Shares.
(8) Includes 816,268 L Shares owned directly by Vanessa Paola Slim Domit
and her spouse, as well as the Family Shares.
(9) Includes 1,375,522 L Shares owned directly by Johanna Monique Slim
Domit and her spouse, as well as the Family Shares.
(10) Includes L Shares owned directly by CGT as well as L Shares
beneficially owned through its wholly-owned subsidiaries.
(b) Because the Slim Family may be deemed to control, directly or
indirectly, each of CGT, GFI and the Issuer, the Slim Family may be deemed to
share the power to vote or dispose of, or to direct the voting or disposition
of, any A Shares or L Shares controlled by such persons (including those
beneficially owned by the Telmex Trust, the Telnor Trust, Fundacion Telmex and
Asociacion Carso). Except as otherwise disclosed herein, none of the Reporting
Persons shares voting or disposition power with respect to any of the A Shares
or L Shares owned by the Reporting Persons.
(c) All transactions in A Shares and L Shares effected by the Reporting
Persons in the 60 days preceding the date of the event requiring the filing of
this statement are listed in Schedule II hereto.
(d) All A Shares and L Shares owned by trusts for the benefit of the
Slim Family may be deemed to be beneficially owned by each member of the Slim
Family that is a beneficiary of such trusts. Thus, beneficial ownership of A
Shares and L Shares may be deemed to be shared by each member of the Slim
Family. Because the Slim Family may be deemed to control, directly or
indirectly, each of CGT, GFI and the Issuer, the Slim Family may be deemed to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds of the sale of, any A Shares or L Shares controlled by such
persons (including the Telmex Trust, the Telnor Trust, Fundacion Telmex and
Asociacion Carso). Except as disclosed herein, no person other than the
Reporting Persons has or will have any right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of, A Shares or L
Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
------ --------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
CGT has entered into Forward Share Purchase Transactions
pursuant to which it is obligated to buy L Shares (in the form of L Shares ADSs)
from a counterparty on the terms specified below. The L Shares that are the
subject of each contract listed below were sold to the counterparty at the
inception of such contract, but for the purposes of this Statement are treated
as beneficially owned by CGT. During the time that the shares are held by the
counterparty, CGT pays interest to the counterparty on an amount equal to the
total purchase price.
Number of Purchase Price
Counterparty Expiration Date L Shares per L Share Interest Rate
------------ --------------- -------- ----------- -------------
Wachovia Bank National February 7, 2006 133,600,560 $.7485 LIBOR + 0.420%
Association
JP Morgan Chase Bank, N.A. February 20, 2007 685,714,320 $.744 LIBOR + 1.050%
Dresdner Bank A.G. February 4, 2008 131,492,440 $.7605 LIBOR + 0.875%
Dresdner Bank A.G. March 27, 2008 135,318,000 $.739 LIBOR + 0.875%
Santander Central Hispano February 27, 2009 116,993,280 $.855 LIBOR + 0.650%
Benelux S.A. de N.V.
Santander Central Hispano March 18, 2009 117,543,360 $.851 LIBOR + 0.620%
Benelux S.A. de N.V.
Dresdner Bank A.G. April 19, 2009 110,253,600 $.907 LIBOR + 0.620%
Santander Central Hispano May 5, 2009 115,942,040 $.8625 LIBOR + 0.620%
Benelux S.A. de N.V.
JP Morgan Chase Bank, N.A. August 11, 2010 256,986,840 $.7785 LIBOR + 0.625%
Wachovia Bank National September 29, 2009 123,647,640 $.80875 LIBOR + 0.625%
Association
Santander Central Hispano April 12, 2010 115,540,160 $.8655 LIBOR + 0.580%
Benelux S.A. de N.V.
Santander Central Hispano May 10, 2010 114,416,480 $.874 LIBOR + 0.550%
Benelux S.A. de N.V.
Other than as disclosed herein and in Item 4 of this Statement, there
are no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons and between such persons and any person
with respect to A Shares or L Shares.
Item 7. Material to be Filed as Exhibits
------- --------------------------------
Exhibit No. Description
----------- -----------
Exhibit 24.1 Powers of Attorney for the Slim Family and GFI.
Exhibit 99.1 Joint Filing Agreement, dated as of November 22, 2005, by and
among the Slim Family, CGT, GFI, the Telmex Trust, the Telnor
Trust, Fundacion Telmex and Asociacion Carso.
*The Powers of Attorney filed as exhibits to the Schedule 13D by the Telmex
Trust, the Telnor Trust, Fundacion Telmex and Asociacion Carso with the
Commission on February 20, 2004, and by CGT on February 25, 2005 are hereby
incorporated by reference. The Trust Agreement (Original Spanish Version) and
Trust Agreement (English Translation) filed as exhibits to the Schedule 13D
filed by the Reporting Persons with the Commission on May 15, 2001 are hereby
incorporated 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 November 22, 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
GRUPO FINANCIERO
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, DIVISION
FIDUCIARIA, AS TRUSTEE
OF TRUST NO. F/0008
----------------------------
By: Raul Humberto Zepeda Ruiz
Title: Attorney-in-Fact
BANCO INBURSA S.A.,
INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO
INBURSA, DIVISION
FIDUCIARIA, AS TRUSTEE
OF TRUST NO. F/0395
----------------------------
By: Raul Humberto Zepeda Ruiz
Title: Attorney-in-Fact
FUNDACION TELMEX, A.C.
----------------------------
By: Adolfo Cerezo
Title: Attorney-in-Fact
ASOCIACION CARSO, A.C.
----------------------------
By: Armando Ibanez Vazquez
Title: Attorney-in-Fact
SCHEDULE II
In the 60 days preceding the event requiring the filing of
this Statement, GFI effected the following transactions involving L Shares on
the Mexican Stock Exchange. The prices below reflect the price paid (in US$
based upon the Exchange Rate published by the Banco de Mexico on the trade date)
by the purchasers per L Share on the relevant trade date.
Reporting Type of Number of L Price Per Share
Person Transaction Trade Date Shares U.S. Dollars
GFI Sale 09/22/05 200,000 0.98
GFI Sale 09/22/05 400,000 0.98
GFI Sale 09/22/05 200,000 0.98
GFI Sale 09/22/05 100,000 0.99
GFI Sale 09/22/05 100,000 0.99
GFI Sale 09/23/05 50,000 0.99
GFI Sale 09/23/05 950,000 0.99
GFI Sale 09/23/05 1,400,000 0.99
GFI Sale 09/23/05 80,000 0.99
GFI Sale 09/23/05 16,000 0.99
GFI Sale 09/23/05 4,000 0.99
GFI Sale 09/23/05 100,000 0.99
GFI Sale 09/23/05 16,500 0.99
GFI Sale 09/23/05 50,000 0.99
GFI Sale 09/23/05 14,000 0.99
GFI Sale 09/23/05 7,000 0.99
GFI Sale 09/23/05 89,000 0.99
GFI Sale 09/23/05 100,000 0.99
GFI Sale 09/23/05 23,500 0.99
GFI Sale 09/23/05 20,000 0.99
GFI Sale 09/23/05 80,000 0.99
GFI Sale 09/23/05 6,300 0.99
GFI Sale 09/23/05 54,500 0.99
GFI Sale 09/23/05 5,000 0.99
GFI Sale 09/23/05 34,000 0.99
GFI Sale 09/23/05 96,000 0.99
GFI Sale 09/23/05 4,200 0.99
GFI Sale 09/23/05 50,000 0.99
GFI Sale 09/23/05 48,800 0.99
GFI Sale 09/23/05 1,200 0.99
GFI Sale 09/23/05 16,300 0.99
GFI Sale 09/23/05 80,000 0.99
GFI Sale 09/23/05 100,000 0.99
GFI Sale 09/23/05 2,000 0.99
GFI Sale 09/23/05 1,700 0.99
GFI Sale 09/23/05 100,000 0.99
GFI Sale 09/23/05 100,000 0.99
GFI Sale 09/23/05 75,000 0.99
GFI Sale 09/23/05 25,000 0.99
GFI Sale 09/23/05 100,000 0.99
GFI Sale 09/26/05 300,000 1.00
GFI Sale 09/26/05 100,000 1.00
GFI Sale 09/26/05 100,000 1.00
GFI Sale 09/26/05 100,000 1.00
GFI Sale 09/26/05 100,000 1.00
GFI Sale 09/28/05 1,200,000 1.01
GFI Sale 09/28/05 100,000 1.01
GFI Sale 09/29/05 586,600 1.03
GFI Sale 09/29/05 13,400 1.03
GFI Sale 09/29/05 7,000 1.03
GFI Sale 09/30/05 10,000 1.06
GFI Sale 09/30/05 190,000 1.06
GFI Sale 09/30/05 100,000 1.06
GFI Sale 10/03/05 1,225,200 1.07
GFI Sale 10/03/05 5,600 1.07