UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
August 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 |_|
---------------------
(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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,179,030 A Shares and 3,525,490,539 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,398,671 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,398,671 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,398,673 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,398,673 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,888,673 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,960,637 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)
17.9% of A Shares and 36.2% 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 3,525,390,539 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 3,525,390,539 L Shares
(See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,139,030 A Shares and 3,525,390,539 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)
17.9% of A Shares and 36.1% 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 -0-
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Items 5(c)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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.
This Amendment No. 12 (the "Twelfth 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 Twelfth
Amendment have the meanings ascribed to such terms in the Schedule 13D, as
amended.
Item 3. Source and Amount of Funds or Other Consideration.
America Telecom purchased the 100,000,000 L Shares previously
reported as beneficially owned by CGT pursuant to Rule 13d-3(d)(1) in Amendment
No. 11 to the Schedule 13D filed with the Commission on August 10, 2004
("Amendment No. 11"), for an aggregate amount of US$168,950,000 on August 30,
2004. The funds utilized to purchase such L Shares were obtained from the
working capital of America Telecom.
Item 4. Purpose of Transaction.
As discussed in Item 4 of the Schedule 13D filed by the
Reporting Persons with the Commission 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 69% 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 17.9% 3,525,490,539 36.2%
Carlos Slim Domit(4).............. 48,139,030 17.9% 3,525,398,671 36.2%
Marco Antonio Slim Domit(5)....... 48,139,030 17.9% 3,525,398,671 36.2%
Patrick Slim Domit(6)............. 48,139,030 17.9% 3,525,398,673 36.2%
Maria Soumaya Slim Domit(7)....... 48,139,030 17.9% 3,525,398,673 36.2%
Vanessa Paola Slim Domit(8)....... 48,139,030 17.9% 3,525,888,673 36.2%
Johanna Monique Domit(9).......... 48,139,030 17.9% 3,525,960,637 36.2%
America Telecom(10)............... 48,139,030 17.9% 3,525,390,539 36.1%
GFI............................... -- -- 16,372,036 0.2%
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 269,562,585 A Shares outstanding as of August 30, 2004, as
reported by the Issuer. 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 8,523,501,728 L Shares outstanding as of August 30, 2004, as
reported by the Issuer. 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 1,159,211,303 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 1,632,214,660 L
Shares held in the form of L Share ADSs.
(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 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) On August 30, 2004, America Telecom purchased 100,000,000
L Shares for an aggregate amount of US$168,950,000, or US$1.6895 per L Share.
These shares were previously reported as beneficially owned by CGT pursuant to a
put and call option with JPMorgan Chase.
(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.
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.
Santander Central June 15, 2009 27,056,280 1.845 LIBOR + 0.62% per
Hispano Benelux annum
S.A. N.V.
Wachovia Bank National September 1, 2009 59,189,120 1.6895 LIBOR + 0.625% per
Association annum
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 September 2, 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