UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
America Movil, 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)
02364W105 for L Share ADSs(1)
02364W204 for A Share ADSs(2)
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(CUSIP Number)
Rafael Robles Miaja
Galicia y Robles, S.C.
Torre del Bosque
Boulevard Manuel Avila Camacho No. 24 piso 7
Mexico 11000, Distrito Federal
(525) 5540-9225
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 2004
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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 |_|
(Continued on the following pages)
(Page 1 of 29 Pages)
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(1) CUSIP number is for the L Share ADSs only. No CUSIP number exists for the
underlying L Shares since such shares are not traded in the United States.
(2) CUSIP number is for the A Share ADSs only. No CUSIP number exists for the
underlying A Shares since such shares are not traded in the United States.
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
40,000 A Shares and 100,000 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
40,000 A Shares and 100,000 L Shares
(See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,179,030 A Shares and 3,639,921,489 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
8,132 L Shares (See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,132 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,639,829,621 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
8,132 L Shares (See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,132 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,639,829,621 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
8,134 L Shares (See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,134 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,639,829,623 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
8,134 L Shares (See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
8,134 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,639,829,623 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vanessa Paola Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
498,134 L Shares (See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
498,134 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,640,319,623 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
570,134 L Shares (See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
570,134 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,639,821,489 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,640,391,623 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 37.4% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
America Telecom, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO 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
BENEFICIALLY OWNED BY 48,139,030 A Shares and 3,523,449,453 L Shares
EACH REPORTING PERSON (See Items 5(a) and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
48,139,030 A Shares and 3,523,449,453 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,523,449,453 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of A Shares and 36.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Financiero Inbursa, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
BENEFICIALLY OWNED BY 16,372,036 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,372,036 L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,372,036 L Shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% of L Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 A Share ADSs
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carso Global Telecom, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
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-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 100,000,000 L Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
100,000,000 L Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000,000 L Shares (See Items 5(a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON
HC
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 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
173,150,000 L Shares (See Items 5(a) and 5(b))
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
173,150,000 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,150,000 L Shares (see Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% of L Shares (see Item 5(a))
14 TYPE OF REPORTING PERSON
EP
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 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
2,385,000 L Shares (See Items 5(a) and 5(b))
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,385,000 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,385,000 L Shares (see Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% of L Shares (see Item 5(a))
14 TYPE OF REPORTING PERSON
EP
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 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
20,000,000 L Shares (See Items 5(a) and 5(b))
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
20,000,000 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000 L Shares (see Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% of L Shares (see Item 5(a))
14 TYPE OF REPORTING PERSON
PN
CUSIP No. 02364W105 L Share ADSs 13D
02364W204 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
5,000,000 L Shares (See Items 5(a) and 5(b))
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
5,000,000 L Shares (See Items 5(a) and 5(d))
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 L Shares (see Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% of L Shares (see Item 5(a))
14 TYPE OF REPORTING PERSON
PN
Item 1. Security and Issuer.
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This Amendment No. 11 (the "Eleventh Amendment") amends the
Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on March 8, 2001 (the "Schedule 13D"), as subsequently amended, by
the Reporting Persons (as defined in the Schedule 13D), with respect to the
American Depositary Shares ("L Share ADSs"), each representing 20 Series L
Shares ("L Shares"), and the American Depositary Shares ("A Share ADSs"), each
representing 20 Series A Shares ("A Shares"), of America Movil, S.A. de C.V.
(the "Issuer"). Capitalized terms used but not otherwise defined in this
Eleventh Amendment have the meanings ascribed to such terms in the Schedule 13D,
as amended.
Item 2. Identity and Background.
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Updated information regarding the members of the Slim Family
and the executive officers and directors of each of America Telecom, GFI, CGT,
Fundacion Telmex and Asociacion Carso are set forth in Schedule I attached
hereto.
Item 3. Source and Amount of Funds or Other Consideration.
------- --------------------------------------------------
No L Shares were purchased by the Reporting Persons in the
period subsequent to the filing of Amendment No. 10 to the Schedule 13D with the
Securities and Exchange Commission (the "SEC") on June 21, 2004 ("Amendment No.
10"). The 100,000,000 L Shares reported as beneficially owned by CGT are deemed
to be owned by it pursuant to Rule 13d-3(d)(1), and have not, as of the date of
this Eleventh Amendment, been purchased by CGT.
Item 4. Purpose of Transaction.
------- -----------------------
As noted above under Item 3, the Reporting Persons have not
effected any transactions in L shares in the period subsequent to the filing of
Amendment No. 10. Shares reported as beneficially owned by CGT are deemed to be
owned by it, as if CGT had exercised its option to acquire such shares under the
paired put and call options described in Item 6.
As discussed in Item 4 of the Schedule 13D filed by the
Reporting Persons with the SEC on May 16, 2001, CGT and SBC International, Inc.
("SBC") were parties to a series of agreements (the "AM Agreements") which
govern the ownership and voting of any and all future AA Shares, no par value
(collectively, the "AA Shares"), of the Issuer, owned by such persons. Pursuant
to the Spin-Off, America Telecom has succeeded to the rights and obligations of
CGT under the AM Agreements. As of the date hereof, America Telecom currently
owns, in the aggregate, approximately 67% of the issued and outstanding AA
Shares.
Through its beneficial ownership of A Shares and AA Shares
America Telecom may be deemed to control the Issuer. Except as set forth in this
statement, none of the Reporting Persons currently has plans or proposals, which
relate to or which would result in any of the actions or transactions described
in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.
However, from time to time the Reporting Persons may evaluate the possibility of
acquiring additional A Shares and L Shares, disposing of A Shares and L Shares,
or entering into corporate transactions involving the Issuer (including, but not
limited to, joint ventures and/or other commercial arrangements with the
Issuer). The Reporting Persons reserve the right to formulate plans or proposals
regarding the Issuer or any of its securities and to carry out any of the
actions or transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this Schedule 13D, to the extent deemed advisable by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
------- -------------------------------------
(a) The Reporting Persons have the following interests in A
Shares and L Shares:
A Shares(1) L Shares(2)
---------------------------------- ---------------------------------
Number % of Class Number % of Class
-------------- -------------- -------------- --------------
Carlos Slim Helu(3)................ 48,179,030 15.9% 3,639,921,489 37.4%
Carlos Slim Domit(4)............... 48,139,030 15.9% 3,639,829,621 37.4%
Marco Antonio Slim Domit(5)........ 48,139,030 15.9% 3,639,829,621 37.4%
Patrick Slim Domit(6).............. 48,139,030 15.9% 3,639,829,623 37.4%
Maria Soumaya Slim Domit(7)........ 48,139,030 15.9% 3,639,829,623 37.4%
Vanessa Paola Slim Domit(8)........ 48,139,030 15.9% 3,640,319,623 37.4%
Johanna Monique Domit(9)........... 48,139,030 15.9% 3,640,391,623 37.4%
America Telecom(10)................ 48,139,030 15.9% 3,523,449,453 36.2%
GFI................................ -- -- 16,372,036 0.2%
CGT(11)............................ -- -- 100,000,000 1.2%
Telmex Trust....................... -- -- 173,150,000 2.0%
Telnor Trust....................... -- -- 2,385,000 0.0%
Fundacion Telmex................... -- -- 20,000,000 0.2%
Asociacion Carso................... -- -- 5,000,000 0.1%
----------------------
(1) Based upon 303,320,578 A Shares outstanding as of August 5, 2004. 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 8,399,077,708 L Shares outstanding as of August 5, 2004.
Includes L Shares held in the form of L Share ADSs. In the case of the Slim
Family and America Telecom, L Share totals and percentages assume that all
of the A Shares and 1,273,642,253 AA Shares held by the relevant Reporting
Persons have been converted into L Shares in accordance with the
restrictions set forth in Item 4 of Amendment No. 1 to Schedule 13D filed
by the Reporting Persons with the SEC on May 16, 2001. Except as otherwise
indicated, all L Shares are held in the form of L Shares.
(3) Includes 40,000 A Shares and 100,000 L Shares (assuming conversion of the
40,000 A Shares) owned directly by Carlos Slim Helu, as well as A Shares
and L Shares beneficially owned through GFI and America Telecom by trusts
for the benefit of the Slim Family (the "Family Trust Shares"). All A
Shares and L Shares owned by such trusts are deemed to be beneficially
owned by each member of the Slim family that is a beneficiary of such
trusts. Thus, beneficial ownership of A Shares and L Shares is deemed to be
shared by each member of the Slim family.
(4) Includes 8,132 L Shares owned directly by Carlos Slim Domit, as well as the
Family Trust Shares.
(5) Includes 8,132 L Shares owned directly by Marco Antonio Slim Domit, as well
as the Family Trust Shares.
(6) Includes 8,134 L Shares owned directly by Patrick Slim Domit, as well as
the Family Trust Shares.
(7) Includes 8,134 L Shares owned directly by Maria Soumaya Slim Domit, as well
as the Family Trust Shares.
(8) Includes 498,134 L Shares owned directly by Vanessa Paola Slim Domit and
her spouse, as well as the Family Trust Shares.
(9) Includes 570,134 L Shares owned directly by Johanna Monique Slim Domit and
her spouse, as well as the Family Trust Shares.
(10) Assumes that America Telecom has purchased all of the L Shares that it is
obligated to purchase under the Forward Share Purchase Transactions
described in Item 6 of this statement. Includes a total of 1,532,214,660 L
Shares held in the form of L Share ADSs.
(11) The 100,000,000 L Shares reported as beneficially owned by CGT are deemed
to be owned by it pursuant to Rule 13d-3(d)(1), because CGT has the option
to acquire such shares under the paired put and call options described in
Item 6.
(b) Because the Slim Family beneficially owns a majority of
the outstanding voting equity securities of America Telecom, Carso, GFI and CGT,
the Slim Family may be deemed to share the power to vote or dispose of, or to
direct the voting or disposition of, any A Shares or L Shares owned by such
persons (including those beneficially owned by the Telmex Trust, the Telmor
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) No transactions in A Shares and L Shares were effected
during the period beginning 60 days prior to the event which requires the filing
of this statement and ending on the date of this filing.
(d) Because the Slim Family beneficially owns a majority of
the outstanding voting equity securities of America Telecom, Carso, GFI and CGT,
the Slim Family may be deemed to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds of the sale of, any A
Shares or L Shares owned by such persons (including the Telmex Trust, the Telnor
Trust, Fundacion Telmex and Asociacion Carso). Except as otherwise disclosed
herein, no person other than the Reporting Persons has or will have any right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of, any A Shares or L Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
------- -------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
CGT has entered into paired put and call options pursuant to
which it has an option to purchase, and the relevant counterparty has an option
to sell, L Shares (in the form of L Share ADSs) on the terms indicated below.
Each such option is exercisable only on its maturity date, and may be settled in
cash or L Shares.
Number of Strike Price Net Aggregate
Counterparty Maturity Date L Shares per L Share Premiums
------------ ------------- -------- ----------- --------
JPMorgan Chase August 30, 2004 30,000,000 US$1.0826 US$6,142,909
JPMorgan Chase August 30, 2004 21,000,000 1.0306 4,074,841
JPMorgan Chase August 30, 2004 19,000,000 1.0320 3,735,894
JPMorgan Chase August 30, 2004 16,000,000 0.9104 2,775,305
JPMorgan Chase August 30, 2004 14,000,000 0.9582 2,549,144
Additionally, America Telecom 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 America Telecom.
Number of Purchase Price
Counterparty Maturity Date L Shares per L Share Interest Rate
------------ ------------- -------- ----------- -------------
JPMorgan Chase October 21, 2005 143,300,000 0.6978 LIBOR + 1.25% per
annum
JPMorgan Chase December 19, 2005 55,555,560 0.7200 LIBOR + 1.25% per
annum
Wachovia Bank National February 7, 2006 113,555,720 0.7045 LIBOR + 0.70% per
Association annum
JPMorgan Chase February 7, 2006 40,828,640 0.6250 LIBOR + 1.25% per
annum
JPMorgan Chase March 29, 2006 219,620,000 0.6830 LIBOR + 1.10% per
annum
JPMorgan Chase October 2, 2006 86,582,000 1.1550 LIBOR + 0.80% per
annum
Santander Central Hispano April 10, 2008 136,800,000 0.7310 LIBOR + 1.10% per
Benelux S.A.N.V. annum
Santander Central Hispano September 20, 2008 109,290,000 0.9150 LIBOR + 1.05% per
Benelux S.A.N.V. annum
Santander Central Hispano October 10, 2008 86,806,000 1.1520 LIBOR + 0.80% per
Benelux S.A.N.V. annum
Santander Central Hispano February 24, 2009 56,545,100 1.769 LIBOR + 0.66% per
Benelux S.A.N.V. annum
Dresdner Bank A.G. March 5, 2009 55,050,940 1.817 LIBOR + 0.65% per
annum
Santander Central May 5, 2009 28,571,440 1.750 LIBOR + 0.62% per
Hispano Benelux annum
S.A. 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.
------- ---------------------------------
* The Powers of Attorney filed as exhibits to Amendment No. 3 to the Schedule
13D and Amendment No. 9 to the Schedule 13D and the Joint Filing Agreement filed
as an exhibit to Amendment No. 9 to the Schedule 13D filed by the Reporting
Persons 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 August 9, 2004
----------------------------------------
Patrick Slim Domit
----------------------------------------
Maria Soumaya Slim Domit
----------------------------------------
Vanessa Paola Slim Domit
----------------------------------------
Johanna Monique Slim Domit
----------------------------------------
AMERICA TELECOM, S.A. DE C.V.
----------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
CARSO GLOBAL TELECOM, S.A. DE C.V.
----------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
GRUPO FINANCIERO INBURSA, S.A. DE C.V.
----------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
BANCO INBURSA S.A.,
INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO
INBURSA, DIVISION
FIDUCIARIA, AS TRUSTEE
OF TRUST NO. F/0008
----------------------------------------
By: Eduardo Valdes Acra
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: Eduardo Valdes Acra
Title: Attorney-in-Fact
FUNDACION TELMEX, A.C.
----------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
ASOCIACION CARSO, A.C.
----------------------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
SCHEDULE I
All of the individuals listed below are citizens of Mexico.
THE SLIM FAMILY
Paseo de las Palmas 736, Colonia Lomas de Chapultepec,
11000 Mexico D.F., Mexico
Name Principal Occupation
---- --------------------
Carlos Slim Helu Chairman 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
AMERICA TELECOM, S.A. de C.V.
Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu Chairman Emeritus of the Board of Telefonos de Mexico,
(Director and Chairman Emeritus) 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 President of Telefonos de Mexico, S.A. de C.V.
(Director and Vice Chairman of the Board)
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico,
S.A. de C.V.
Patrick Slim Domit Chairman of the Board of America Movil, S.A. de C.V.,
(Director and Vice Chairman of the Board) 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.
Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V.
Carlos Slim Domit (Director) Chairman of the Board of Telefonos de Mexico S.A. de C.V.,
Chairman of Grupo Carso, S.A. de C.V. and President of Grupo
Sanborns, S.A. de C.V.
Executive Officers
Daniel Hajj Aboumrad Chief Executive Officer of America Telecom, S.A. de C.V.
(Chief Executive Officer) and Chief Executive Officer of Radiomovil Dipsa, S.A. de C.V.
GRUPO FINANCIERO INBURSA, S.A. de C.V.
Paseo de las Palmas 736, Col. Lomas Chapultepec, 11000 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu (Chairman Emeritus) Chairman 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, S.A. de C.V.
(Chairman of the Board)
Eduardo Valdes Acra Chief Executive Officer of Inversora Bursatil, S.A.
(Vice-Chairman of the Board) de C.V., Casa de Bolsa, Grupo Financial 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.
CARSO GLOBAL TELECOM, S.A. de C.V.
Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu (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 (Vice 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. de C.V.
Olvera Zubizarreta
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 (Chairman) 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.
FUNDACION TELMEX, A.C.
Vizcainas No. 16, Colonia Centro, Delegacion Cuauhtemoc, 06080
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. and Chairman Emeritus
of the Board of America Telecom, S.A. De C.V.
Jaime Chico Pardo (Director) President of Telefonos de Mexico, S.A. de C.V.
Arturo Elias Ayub (Director) Executive Officer of Telefonos de Mexico, S.A. de C.V.
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.
Patrick Slim Domit (Director) 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.
Hector Slim Seade (Director) Director of Operations Support, Telefonos de Mexico,
S.A. de C.V.
Sergio Rodriguez Molleda Counsel, Telefonos de Mexico, S.A. de C.V.
(Secretary)
ASOCIACION CARSO, A.C.
Insurgentes Sur 3500, Colonia Pena Pobre, 14000 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
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.
Juan Antonio Perez Simon Vice-Chairman of Telefonos de Mexico, S.A. de C.V.
Jose Kuri Harfush President of Janel, S.A. de C.V.
Marco Antonio Slim Domit President of Grupo Financiero Inbursa, 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
Sanborns, 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.
Ignacio Cobo Gonzalez Private Investor