UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Grupo Televisa, S.A. (the "Issuer")
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(Name of Issuer)
Series A Shares ("A Shares")
Series B Shares ("B Shares")(1)
Dividend Preferred Shares ("D Shares")
Series L Shares ("L Shares")
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(Title of Class of Securities)
40049J206(2)
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(CUSIP Number)
Rafael Robles Miaja
Franck, Galicia y Robles, S.C.
Boulevard Manuel Avida Camacho 24
Torre del Basque
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)
March 24, 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 [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continuing on the following pages)
(Page 1 of 29)
--------------------------------
(1) The B Shares will be registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended.
(2) CUSIP number is for the Global Depositary Shares ("GDSs") only. GDSs each
represent twenty certificados de participacion ordinarios ("CPOs"), each of
which currently comprises one A Share, one D Share and one L Share. No
CUSIP number exists for the underlying CPOs, A Shares, D Shares or L
Shares, since such securities are not traded in the United States.
CUSIP No. 40049J206 GDSs 13D Page 2 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 3 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 4 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 5 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 6 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 7 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vanessa Paola Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 8 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 8,000,952,240 B Shares (See Items 5(a) and 5(b))
9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 9 of 29
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Financiero Inbursa, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
7 SOLE VOTING POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8,000,952,240 B Shares (See Items 5(a) and 5(b))
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
178,729,650 A Shares, 157,282,092 B Shares,
250,221,510 D Shares and 250,221,510 L Shares
(See Items 5(a) and 5(b))
10 SHARED DISPOSITIVE POWER
62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares and 12,728,787,654 L
Shares (See Items 5(a) and 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,185,484,475 A Shares, 8,158,234,332 B Shares, 12,979,009,164 D Shares and
12,979,009,164 L Shares (See Items 5(a) and 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.85% of A Shares, 13.54% of B Shares, 14.09% of D Shares and 14.09% of
L Shares
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40049J206 GDSs 13D Page 10 of 29
Item 1. Security and Issuer.
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This statement on Schedule 13D (this "Statement") relates to
the Series A Shares of common stock, no par value (the "A Shares"), the Series B
Shares of common stock, no par value (the "B Shares"), the Dividend Preferred
Shares of common stock no par value (the "D Shares"), and the limited-voting
Series L Shares of common stock, no par value ("L Shares" and, together with the
A Shares, the B Shares and the D Shares, the "Shares") of Grupo Televisa, S.A.
(the "Issuer").
The Shares trade in the United Mexican States ("Mexico")
primarily in the form of certificados de participacion ordinarios ("CPOs"), each
of which currently comprises one A Share, one D Share and one L Share, and in
the United States in the form of global depositary shares ("GDSs"), each of
which represents 20 CPOs. Following the transactions described under Item 4 of
this Statement, one CPO will comprise 117 Shares (25 A Shares, 22 B Shares, 35 D
Shares and 35 L Shares). One GDS will continue to represent 20 CPOs.
The Issuer is a sociedad anonima organized under the laws of
Mexico, whose principal executive offices are located at Avenida Vasco de
Quiroga No. 2000, Colonia Santa Fe, 01210 Mexico, D.F., Mexico.
Item 2. Identity and Background.
------ -----------------------
(a) - (c) and (f):
This Statement is filed pursuant to Rule 13d-1(a) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the persons
listed below (the "Reporting Persons").
(1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim
Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit
and Johanna Monique Slim Domit (collectively, the "Slim Family"), each of whom
is a Mexican citizen, beneficially own, directly and indirectly, a majority of
the outstanding voting equity securities of Grupo Financiero Inbursa, S.A. de
C.V. ("GFI"). As a result, ownership of all Shares beneficially owned by GFI may
be deemed to be shared among each member of the Slim Family.
(2) GFI is a sociedad anonima de capital variable organized
under the laws of Mexico. GFI is a financial services holding company. GFI owns
the majority of the outstanding voting equity securities of several financial
institutions organized in Mexico, including a broker-dealer, a bank, an
insurance company and a surety bonding company. Shares reported as beneficially
owned by GFI include Shares owned directly by Trust No. F/0553, a trust
established under the laws of Mexico (the "Inbursa Trust"), which are held for
the benefit of Promotora Inbursa, S.A. de C.V. ("Promotora Inbursa"), an
indirect subsidiary of GFI and shares owned directly by Promotora Inbursa. Banco
Inbursa S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, Division
Fiduciaria, is the trustee of the Inbursa Trust and a subsidiary of GFI.
The names, addresses, occupations and citizenship of the Slim
Family and the executive officers and directors of GFI are set forth in Schedule
I attached hereto.
CUSIP No. 40049J206 GDSs 13D Page 11 of 29
(d) and (e)
None of the Reporting Persons nor, to the best of their
knowledge, any of the directors or executive officers listed in Schedule I has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
As more fully described under Item 4, on March 23, 2004, the
Inbursa Trust contributed all its shares of Grupo Televicentro, S.A. de C.V., a
sociedad anonima de capital variable organized under the laws of Mexico
("Televicentro") to Trust No. 80375, a trust established under the laws of
Mexico (the "Shareholder Trust"). Upon the fulfillment of certain conditions, as
more fully described under Item 4, Televicentro will distribute to the
Shareholder Trust, all its Shares in the Issuer.
Item 4. Purpose of Transaction.
------ ----------------------
Recapitalization
On March 24, 2004, the board of directors of the Issuer
decided to propose to its shareholders a series of transactions (the
"Recapitalization") principally comprising: (i) a stock split in which each
outstanding share of the Issuer will be divided into 25 shares of the same
class; (ii) the creation of the B Shares; and (iii) a stock dividend in which
the Issuer will distribute fourteen new shares for every 25 shares outstanding
after the stock split. This distribution will include B Shares, D Shares and L
Shares in different combinations for each class of outstanding stock. Each CPO
currently comprises one A Share, one D Share and one L Share, and each GDS
represents 20 CPOs. Following the Recapitalization, one CPO will comprise 117
Shares (25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares). One GDS will
continue to represent 20 CPOs. The B Shares will be registered under Section
12(b) of the Exchange Act.
The Recapitalization will be proposed to shareholders of the
Issuer at meetings scheduled for April 16, 2004. Televicentro, which as of the
date of this Statement is the controlling shareholder of the Issuer, has
indicated that it intends to vote in favor of the Recapitalization.
Televicentro Distribution
On March 23, 2004, the Inbursa Trust, the Azcarraga Trust (as
defined below) and the Investor Trust (as defined below) contributed all their
shares in Televicentro to the Shareholder Trust and became beneficiaries of the
Shareholder Trust. Before this contribution, the ownership of Televicentro's
voting equity securities was as follows: (i) Trust No. 80370, a trust organized
under the laws of Mexico for the benefit of Emilio Fernando Azcarraga Jean
("EAJ") (the "Azcarraga Trust") and Grupo Triple "B", S.A. de C.V., a sociedad
anonima de capital variable organized under the laws of Mexico ("Grupo BBB"),
owned 55.29%; (ii) the Inbursa Trust owned 24.70%; and (iii) Trust No. 14520-1,
a trust established under the laws of Mexico (the "Investor Trust") for the
benefit of Maria Asuncion Aramburuzabala Larregui, Lucrecia Aramburuzabala
Larregui de Fernandez, Maria de las Nieves Fernandez Gonzalez, Antonino
Fernandez Rodriguez and Carlos Fernandez Gonzalez (the "Investors"), owned
20.01%. EAJ owns 99.96% of the outstanding voting equity securities of Grupo
BBB.
CUSIP No. 40049J206 GDSs 13D Page 12 of 29
Upon and subject to consummation of the Recapitalization,
Televicentro will distribute all its Shares, including Shares held in the form
of CPOs, to the Shareholder Trust (the "Televicentro Distribution") and, as a
result, will cease to be a shareholder of the Issuer. The Shares beneficially
owned by the Inbursa Trust and the Investor Trust will be transferred to the
trustee of the CPO trust in exchange for the issuance of 200 million CPOs and
164 million CPOs, respectively. The Shareholder Trust will release two million
CPOs to members of the Fernandez family, leaving the Investor Trust with 162
million CPOs.
Televicentro currently owns 2,348 million A Shares, 53 million
D Shares and 53 million L Shares. Following the Recapitalization, the
Televicentro Distribution and related transactions, the Shareholder Trust will
beneficially own Shares (including Shares in the form of CPOs) as described in
Item 5 of this Statement.
Upon, and subject to the occurrence of, the Televicentro
Distribution, the existing arrangements among the Televicentro shareholders,
which are described under "Major Shareholders and Related Party Transactions" in
the Issuer's annual report on Form 20-F for the fiscal year ended December 31,
2002, will be terminated.
Trust Agreement
Voting of Shares. Pursuant to the agreement governing the
Shareholder Trust (the "Trust Agreement"), the Shares held through the
Shareholder Trust will be voted by the trustee as instructed by a Technical
Committee comprising five members--three appointed by the Azcarraga Trust and
one appointed by each of the Inbursa Trust and the Investor Trust. Accordingly,
except as described below, EAJ will control the voting of the shares held
through the Shareholder Trust. In elections of directors, the Technical
Committee will instruct the trustee to vote the A Shares held through the
Shareholder Trust for individuals designated by EAJ. As a result, EAJ will have
the ability to direct the election of eleven out of 20 members of the Issuer's
board of directors.
In accordance with the Trust Agreement, the Technical
Committee will instruct the trustee to vote the B Shares held through the
Shareholder Trust for a total of five individuals to be elected as members of
the Board of Directors of the Issuer, who will be designated as follows. EAJ
will be entitled to nominate two individuals. The Inbursa Trust will be entitled
to nominate two individuals so long as the shares it holds through the
Shareholder Trust constitute more than two percent of the total issued and
outstanding Shares. Until the Investor Trust is entitled to withdraw all its
Shares from the Shareholder Trust, and so long as the Shares it holds through
the Shareholder Trust constitute more than two percent of the total issued and
outstanding Shares, it will be entitled to nominate one individual. Because the
B Shares held through the Shareholder Trust following the Televicentro
Distribution will constitute 13.28% of the total B Shares outstanding, there can
be no assurance that individuals nominated by Shareholder Trust beneficiaries
will be elected to the Issuer's Board.
CUSIP No. 40049J206 GDSs 13D Page 13 of 29
EAJ has agreed to consult with the Inbursa Trust and the
Investor Trust as to the voting of shares held through the Shareholder Trust on
matters specifically set forth in the Trust Agreement, including increases or
reductions in the capital stock of the Issuer (other than the acquisitions by
the Issuer of its capital stock as permitted by Mexican law); merger, split-up,
dissolution, liquidation or bankruptcy proceedings of the Issuer; related party
transactions, extensions of credit, the purchase or sale of assets of the Issuer
or share repurchases, in each case exceeding specified thresholds; the
furnishment of guaranties, other than in the ordinary course of business; and
selection of the chairman of the Issuer's board of directors, if different from
EAJ. If either of the Inbursa Trust or the Investor Trust requests that Shares
be voted in a particular way on such a matter, and EAJ declines to do so, then
notwithstanding the arrangements described below, such party may immediately
withdraw its Shares from the Shareholder Trust. These consultation rights will
terminate as to either the Inbursa Trust or the Investor Trust if it ceases to
be party to the Shareholder Trust or if it owns less than two percent of the
total issued and outstanding Shares.
Release of Shares. Before July 1, 2005 (except as described
above or if certain changes in Mexican tax laws are approved), the Shareholder
Trust beneficiaries will not be permitted to withdraw Shares from the
Shareholder Trust or to pledge Shares without the consent of the other
beneficiaries. During this period, Shareholder Trust beneficiaries will have
only limited rights to transfer, assign or pledge their interests in the
Shareholder Trust. Beginning July 1, 2005, the Investor Trust may withdraw any
or all of its Shares from the Shareholder Trust. The Inbursa Trust may withdraw
up to two-thirds of its Shares from July 1, 2005 through June 30, 2009 and any
or all of its Shares beginning July 1, 2009. The Azcarraga Trust may withdraw
any or all of its Shares from the Shareholder Trust beginning July 1, 2005, but
upon any such withdrawal, the Inbursa Trust may freely withdraw any or all of
its Shares. Notwithstanding these restrictions, if EAJ transfers Shares such
that a third party would control the Issuer, and at the time of the transfer
there is no law that would require the third party purchaser to tender for all
outstanding Shares (including Shares beneficially owned by the Investor Trust
and the Inbursa Trust), the Investor Trust and Inbursa Trust will have the right
to participate in the transfer on the same terms and conditions as EAJ.
General
The provisions of the Trust Agreement are set forth as an
exhibit to this Statement, and are incorporated herein in their entirety by this
reference in response to this Item. The foregoing description of the terms and
provisions of these documents is a summary only and is qualified in its entirety
by reference to such documents. There can be no assurance that the
Recapitalization, the Televicentro Distribution or the other transactions
described in this Statement will be effected in the manner described, or at all.
Except as set forth in this Statement, the Reporting Persons
currently have no plans or proposals which relate to or which would result in
any of the actions or transactions described in paragraphs (a) through (j) of
Item 4 of the instructions to Schedule 13D. However, from time to time the
Reporting Persons may evaluate the possibility of acquiring additional Shares,
disposing of Shares, or entering into corporate transactions involving the
Issuer (including, but not limited to, joint ventures and/or other commercial
arrangements with the Issuer). The Reporting Persons reserve the right to
formulate plans or proposals regarding the Issuer or any of its securities and
to carry out any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of the instructions to this Statement, to the extent
deemed advisable by the Reporting Persons.
CUSIP No. 40049J206 GDSs 13D Page 14 of 29
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The Shareholder Trust, the Azcarraga Trust, the Inbursa
Trust, the Investor Trust, EAJ, Promotora Inbursa and the Investors constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly,
following the Televicentro Distribution and related transactions, the
Shareholder Trust will beneficially own directly, and each of the Azcarraga
Trust, the Inbursa Trust, the Investor Trust and each Investor (other than Maria
Asuncion Aramburuzabala Larregui, Lucrecia Aramburuzabala Larregui de Fernandez
and Carlos Fernandez Gonzalez) may be deemed to beneficially own indirectly the
following number of Shares: 62,006,754,825 A Shares, which constitute
approximately 49.71% of the 124,736,244,175 A Shares outstanding; 8,000,952,240
B Shares, which constitute approximately 13.28% of the 60,269,682,796 B Shares
outstanding; 12,728,787,654 D Shares, which constitute approximately 13.82% of
the 92,133,721,715 D Shares outstanding; and 12,728,787,654 L Shares, which
constitute approximately 13.82% of the 92,133,721,715 L Shares outstanding (in
each case based on the number of Shares outstanding after giving effect to the
Recapitalization).
EAJ beneficially owns directly 8,010,814 CPOs, which after the
Recapitalization will represent 200,270,350 A Shares, 176,237,908 B Shares,
280,378,490 D Shares and 280,378,490 L Shares. Accordingly, following the
Televicentro Distribution and related transactions, EAJ will beneficially own
the following number of Shares: 62,207,025,175 A Shares, which constitute
approximately 49.87% of the 124,736,244,175 A Shares outstanding; 8,177,190,148
B Shares, which constitute approximately 13.57% of the 60,269,682,796 B Shares
outstanding; 13,009,166,144 D Shares, which constitute approximately 14.12% of
the 92,133,721,715 D Shares outstanding; and 13,009,166,144 L Shares, which
constitute approximately 14.12% of the 92,133,721,715 L Shares outstanding (in
each case based on the number of Shares outstanding after giving effect to the
Recapitalization).
Following the Televicentro Distribution and related
transactions, Carlos Fernandez Gonzalez will beneficially own directly 2,006,637
CPOs, which after the Recapitalization will represent 50,165,925 A Shares,
44,146,014 B Shares, 70,732,295 D Shares and 70,232,295 L Shares. Accordingly,
following the Televicentro Distribution and related transactions, Carlos
Fernandez Gonzalez will beneficially own the following number of Shares:
62,056,920,750 A Shares, which constitute approximately 49.75% of the
124,736,244,175 A Shares outstanding; 8,045,098,254 B Shares, which constitute
approximately 13.35% of the 60,269,682,796 B Shares outstanding; 12,799,019,949
D Shares, which constitute approximately 13.89% of the 92,133,721,715 D Shares
outstanding; and 12,799,019,949 L Shares, which constitute approximately 13.89%
of the 92,133,721,715 L Shares outstanding (in each case based on the number of
Shares outstanding after giving effect to the Recapitalization).
Maria Asuncion Aramburuzabala Larregui beneficially owns
directly 993,209 CPOs and 37,600 GDSs, which after the Recapitalization will
CUSIP No. 40049J206 GDSs 13D Page 15 of 29
represent 43,630,225 A Shares, 38,394,598 B Shares, 61,082,315 D Shares and
61,082,315 L Shares. Lucrecia Aramburuzabala Larregui de Fernandez beneficially
owns directly 993,209 CPOs and 37,600 GDSs, which after the Recapitalization
will represent 43,630,225 A Shares, 38,394,598 B Shares, 61,082,315 D Shares and
61,082,315 L Shares. Accordingly, following the Televicentro Distribution and
related transactions, each of Maria Asuncion Aramburuzabala Larregui and
Lucrecia Aramburuzabala Larregui de Fernandez will beneficially own the
following number of Shares: 62,050,385,050 A Shares, which constitute
approximately 49.75% of the 124,736,244,175 A Shares outstanding; 8,039,346,838
B Shares, which constitute approximately 13.34% of the 60,269,682,796 B Shares
outstanding; 12,789,869,969 D Shares, which constitute approximately 13.88% of
the 92,133,721,715 D Shares outstanding; and 12,789,869,969 L Shares, which
constitute approximately 13.88% of the 92,133,721,715 L Shares outstanding (in
each case based on the number of Shares outstanding after giving effect to the
Recapitalization).
Promotora Inbursa beneficially owns directly 7,149,186 CPOs,
which after the Recapitalization will represent 178,729,650 A Shares,
157,282,092 B Shares, 250,221,510 D Shares and 250,221,510 L Shares.
Accordingly, following the Televicentro Distribution and related transactions,
Promotora Inbursa will beneficially own, and each of the Reporting Persons may
be deemed to beneficially own, the following number of Shares: 62,185,484,475 A
Shares, which constitute approximately 49.85% of the 124,736,244,175 A Shares
outstanding; 8,158,234,332 B Shares, which constitute approximately 13.54% of
the 60,269,682,796 B Shares outstanding; 12,979,009,164, D Shares, which
constitute approximately 14.09% of the 92,133,721,715 D Shares outstanding; and
12,979,009,164, L Shares, which constitute approximately 14.09% of the
92,133,721,715 L Shares outstanding (in each case based on the number of Shares
outstanding after giving effect to the Recapitalization).
Each of the Reporting Persons expressly disclaims beneficial
ownership of any Shares directly beneficially owned by any direct or indirect
participant in the Shareholder Trust, other than the Reporting Persons.
(b) (1) Shareholder Trust
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, the Shareholder Trust will
have the shared power to vote, or direct the voting, of the following number of
Shares: 62,006,754,825 A Shares, 8,000,952,240 B Shares, 12,728,787,654 D
Shares, and 12,728,787,654 L Shares. The Shareholder Trust will have no power to
dispose, or direct the disposition, of any Shares.
(2) EAJ
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, EAJ, as the sole beneficiary
of the Azcarraga Trust, will have the shared power to vote, or direct the
voting, and the shared power to dispose, or direct the disposition, of the
following number of Shares: 62,006,754,825 A Shares, 8,000,952,240 B Shares,
12,728,787,654 D Shares, and 12,728,787,654 L Shares.
EAJ has, and following the Televicentro Distribution and
related transactions, will have, the sole power to vote, or direct the voting,
or to dispose, or direct the disposition, of the following number of Shares:
200,270,350 A Shares, 176,237,308 B Shares, 280,378,490 D Shares and 280,378,490
L Shares.
Upon release of all Shares from the Shareholder Trust, EAJ
would have the sole power to vote, or direct the voting, and the sole power to
dispose, or direct the disposition, of the following number of Shares, in
addition to the Shares described in the preceeding paragraph: 52,969,750,686 A
Shares, 48,388,597 B Shares, 76,981,859 D Shares and 76,981,859 L Shares.
CUSIP No. 40049J206 GDSs 13D Page 16 of 29
(3) GFI
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, Promotora Inbursa, as the
sole beneficiary of the Inbursa Trust, will have the shared power to vote, or
direct the voting, of 8,000,952,240 B Shares with respect to the election of two
individuals to serve as members of the Issuer's Board of Directors.
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, Promotora Inbursa, as the
sole beneficiary of the Inbursa Trust, will have the shared power to dispose, or
direct the disposition, of the following number Shares: 62,006,754,825 A Shares,
8,000,952,240 B Shares, 12,728,787,654 D Shares, and 12,728,787,654 L Shares.
Promotora Inbursa has, and following the Televicentro
Distribution and related transactions will have, the sole power to vote, or
direct the voting, or to dispose, or direct the disposition, of the following
number of Shares: 178,729,650 A Shares, 157,282,092 B Shares, 250,221,510 D
Shares and 250,221,510 L Shares.
Upon release of all Shares from the Shareholder Trust,
Promotora Inbursa would have the sole power to vote, or direct the voting, and
the sole power to dispose, or direct the disposition, of the following number of
Shares, in addition to the Shares described in the preceding paragraph:
4,994,724,717 A Shares, 4,395,357,751 B Shares, 6,992,614,604 D Shares and
6,992,614,604 L Shares.
As discussed in Item 2, Shares held directly by the
Inbursa Trust for the benefit of Promotora Inbursa are reported as beneficially
owned by GFI.
(4) Investors and the Investor Trust
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, each of the Investors and
the Investor Trust will have the shared power to vote, or direct the voting, of
8,000,952,240 B Shares with respect to the election of one individual to serve
as a member of the Issuer's Board of Directors.
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, each of the Investors and
the Investor Trust will have the shared power to dispose, or direct the
disposition, of the following number of Shares: 62,006,754,825 A Shares,
8,000,952,240 B Shares, 12,728,787,654 D Shares, and 12,728,787,654 L Shares.
Pursuant to the Trust Agreement, following the
Televicentro Distribution and related transactions, Carlos Fernandez Gonzalez
will have the sole power to vote, or direct the voting, or to dispose, or direct
the disposition, of the following number of Shares: 50,165,925 A Shares,
44,146,014 B Shares, 70,732,295 D Shares and 70,232,295 L Shares.
Maria Asuncion Aramburuzabala Larregui has, and following
the Televicentro Distribution and related transactions will have, the sole
power to vote, or direct the voting, or to dispose, or direct the disposition,
of the following number of Shares: 43,630,225 A Shares, 38,394,598 B Shares,
61,082,315 D Shares, 61,082,315 L Shares.
Lucrecia Aramburuzabala Larregui has, and following the
Televicentro Distribution and related transactions will have, the sole power to
vote, or direct the voting, and to dispose, or direct the disposition, of the
following Shares: 43,630,225 A Shares, 38,394,598 B Shares, 61,082,315 D Shares,
61,082,315 L Shares.
CUSIP No. 40049J206 GDSs 13D Page 17 of 29
Upon release of all Shares from the Shareholder Trust,
each Investor and the Investor Trust would have the shared power to vote, or
direct the voting, and the shared power to dispose, or direct the disposition,
of the following number of Shares: 4,042,279,421 A Shares, 3,557,205,891 B
Shares, 5,659,191,190 D Shares and 5,659,191,190 L Shares.
(c) On March 25, 2004, Promotora Inbursa acquired 7,149,186
CPOs, representing an equivalent number of A Shares, D Shares and L Share for a
price per CPO of Ps. 23.36. The acquisition was effected in a private
transaction. Except as described herein, no transactions in Shares were effected
during the past 60 days by any Reporting Person.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
------------------------------------
Except as disclosed in Item 4 of this Statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and between such persons and any person with respect
to Shares.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
Exhibit No. Description
1 Powers of Attorney
2 Joint Filing Agreement
3 Trust Agreement relating to Trust No. 80375,
dated as of March 23, 2004, by and among Nacional Financiera, S.N.C., as trustee
of Trust No. 80370, Banco Inbursa, S.A., as trustee of Trust No. F/0553, Banco
Nacional de Mexico, S.A. as trustee of Trust No. 14520-1, Nacional Financiera,
S.N.C., as trustee of Trust No. 80375, Emilio Azcarraga Jean, Promotora Inbursa,
S.A. de C.V., Maria Asuncion Aramburuzabala Larregui, Lucrecia Aramburuzabala
Larregui de Fernandez, Maria de las Nieves Fernandez Gonzalez, Antonino
Fernandez Rodriguez, Carlos Fernandez Gonzalez, Grupo Televisa, S.A. and Grupo
Televicentro, S.A. de C.V.
CUSIP No. 40049J206 GDSs 13D Page 18 of 29
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Carlos Slim Helu
-------------------------------------
Carlos Slim Domit
By: /s/ Eduardo Valdes Acra
-----------------------
------------------------------------- Eduardo Valdes Acra
Attorney-in-Fact
Marco Antonio Slim Domit April 5, 2004
-------------------------------------
Patrick Slim Domit
-------------------------------------
Maria Soumaya Slim Domit
-------------------------------------
Vanessa Paola Slim Domit
-------------------------------------
Johanna Monique Slim Domit
-------------------------------------
GRUPO FINANCIERO INBURSA, S.A. DE C.V.
-------------------------------------
By: Eduardo Valdes Acra
Title: Fiduciary Attorney-in-Fact
CUSIP No. 40049J206 GDSs 13D Page 19 of 29
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 of the Board of Telefonos de Mexico,
S.A. de C.V., America Movil, S.A. de C.V. and
Carso Global Telecom, S.A. de C.V.
Carlos Slim Domit Chairman of Grupo Carso, S.A. de C.V. and
President of Grupo Sanborns, S.A. de C.V.
Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, S.A. de C.V.
Patrick Slim Domit 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
CUSIP No. 40049J206 GDSs 13D Page 20 of 29
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 of the Board of Telefonos de
Mexico, S.A. de C.V., America Movil,
S.A. de C.V. and Carso Global Telecom,
S.A. de C.V.
Marco Antonio Slim Domit Chairman 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.
Agustin Franco Macias (Director) Chairman of Infra, S.A. de C.V.
Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly
Clark de Mexico, S.A. de C.V.
Jose Kuri Harfush (Director) President of Productos Dorel 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
Executive Officers
Marco Antonio Slim Domit (CEO) Chief Executive Officer of Grupo
Financiero Inbursa, S.A. de C.V.