UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Telefonos de Mexico, S.A. de C.V.
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(Name of Subject Company (issuer))
Telefonos de Mexico, S.A. de C.V.
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(Name of Filing Person (issuer))
4.25% Convertible Senior Debentures Due 2004
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(Title of Class of Securities)
879403AD5
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(CUSIP Numbers of Classes of Securities)
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Adolfo Cerezo Perez
Chief Financial Officer
Telefonos de Mexico, S.A. de C.V.
Parque Via 190
Colonia Cuauhtemoc
06599 Mexico, D.F. Mexico
(52) 55 5222 5144
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(Name, address, and telephone numbers of
person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Nicolas Grabar
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
U.S.$45,202.88
*For the purpose of calculating amount of filing fee only. The amount
assumes that U.S.$500,000,000 of the principal amount of the outstanding
debentures are purchased at a price of U.S.$1,117.50 per U.S.$1,000 principal
amount of the debentures.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates
to an offer by Telefonos de Mexico, S.A. de C.V., a Mexican corporation (the
"Company"), to purchase for cash up to U.S.$500,000,000 aggregate principal
amount of its 4.25% Convertible Senior Debentures Due 2004 (the "Debentures"),
at a purchase price of U.S.$1,117.50 per U.S.$1,000 principal amount of the
Debentures plus accrued and unpaid interest to (but excluding) the date of
purchase (the "Purchase Price"), upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated October 9, 2003 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer"). Copies of the Offer
to Purchase and the Letter of Transmittal are filed with this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.
The information set forth in Exhibit (a)(1)(A) to this Schedule TO is
incorporated by reference in answer to Items 1 through 11 in this Schedule TO,
except those items as to which information is specifically provided herein.
The table below names each person specified in Instruction C to
Schedule TO. Unless otherwise indicated, each such person's business address is
that of our executive offices, and they may be contacted by phone by dialing
Jose Manuel Camacho Berrueta at (52) 55 5222 5167.
Name Position
---- --------
Board of Directors of the Company
Carlos Slim Helu Chairman
Carlos Slim Domit Co-chairman; chairman of the executive committee
Jaime Chico Pardo Vice chairman; member of the executive committee
Emilio Azcarraga Jean Director
Antonio Cosio Arino Director; alternate member of the executive committee
Amparo Espinosa Rugarcia Director
Elmer Franco Macias Director
Angel Losada Moreno Director
Romulo O'Farrill Jr. Director
Juan Antonio Perez Simon Vice chairman; member of the executive committee
Fernando Senderos Mestre Director
Marco Antonio Slim Domit Director; alternate member of the executive committee
James W. Callaway Director
Mark E. Royse Director; member of the executive committee
Janet M. Duncan Director; alternate member of the executive committee
Rafael Kalach Mizrahi Director
Ricardo Martin Bringas Director
Officers of the Company
Jaime Chico Pardo Chief Executive Officer
Isidoro Ambe Attar Commercial-Corporate Area
Adolfo Cerezo Perez Chief Financial Officer
Javier Elguea Solis Dean of Inttelmex
Arturo Elias Ayub Strategic Alliances, Communications
and Institutional Relations
Eduardo Gomez Chibli Technical and Long Distance
Javier Mondragon Alarcon General Counsel
Jaime Perez Gomez Human Resources
Patrick Slim Domit Commercial-Retail Markets
Hector Slim Seade Support to Operations
Andres R. Vazquez del Mercado Benshimol Investments and Strategic Development
Oscar Von Hauske Solis Systems and Processes
Jose Covarrubias Bravo East Metro Division
Dario Fernandez Lizardi Gulf Division
Miguel Angel Gonzalez Arriaga West Division
Gerardo Leal Garza South Metro Division
Francisco Niembro Gonzalez West Metro Division
Hiram Ontiveros Medrano Norwest Division
Raymundo Paulin Velasco Northeast Division
Jorge Luis Suastegui Esquivel Center Division
Miguel Angel Vera Garcia Southwest Division
Luis Villanueva Gomez Telnor
Gerardo Zozaya North Division
Board of Directors of the Company Carso Global
Telecom, S.A. de C.V.
Carlos Slim Helu
Carlos Slime Domit
Jaime Chico Pardo
Claudio X. Gonzalez Laporte
Joe Kuri Harfush
Juan Antonio Perez Simon
Officers of Carso Global Telecom, S.A. de C.V.
Jaime Chico Pardo
Armando Ibanez Vazquez
Other controlling persons
Maria Soumaya Slim Domit
Vanessa Paola Slim Domit
Johanna Monique Domit
Carso Global Telecom, S.A. de C.V.
Avenida Insurgentes Sur No. 3500
Planta Baja
Colonia Pena Pobre,
Mexico, D.F., C.P. 14060
(52) 55 5244 0802
Item 8. Interest in Securities of the Subject Company.
Beginning on July 24, 2003, we repurchased debentures in the open
market and in private transactions in a series of transactions concluding on
August 26, 2003. A total of U.S.$190,000,000 aggregate principal amount of
debentures were purchased. The table below sets forth the dates of the
transactions, as well as the average price and the principal amount purchased on
each such date.
Date Price Principal Amount
July 24, 2003...............................U.S.$111.0000 U.S.$10,000,000
July 25, 2003....................................110.6250 5,000,000
July 29, 2003....................................111.0000 25,000,000
July 30, 2003....................................110.8438 20,000,000
July 31, 2003....................................111.1250 5,000,000
August 1, 2003...................................111.3125 20,000,000
August 4, 2003...................................111.0833 15,000,000
August 20, 2003..................................110.7250 25,000,000
August 21, 2003..................................110.6250 10,000,000
August 22, 2003..................................110.6250 10,000,000
August 25, 2003..................................110.3250 25,000,000
August 26, 2003..................................110.0833 15,000,000
August 27, 2003..................................110.8750 5,000,000
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U.S.$190,000,000
================
Except as set forth above, based on Telmex's records and on information
provided to Telmex by its directors, managers, executive officers, associates
and subsidiaries, none of Telmex or any of its associates or subsidiaries and,
to the best of Telmex's knowledge, none of the directors, managers, executive
officers or controlling persons of Telmex or any of their subsidiaries, or any
associates or subsidiaries of any of the foregoing, beneficially owns any
debentures or has effected any transactions in the debentures during the past 60
days.
Item 10. Financial Statements.
Pursuant to Instruction 2 to Item 10, financial information is not
material.
Item 12. Exhibits.
(a)(1)(A) Offer to Purchase, dated October 9, 2003.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5) Press Release issued by Telmex dated October 8, 2003.
SIGNATURE
After due 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.
Dated: October 9, 2003
TELEFONOS DE MEXICO, S.A. DE C.V.
By: /s/ Adolfo Cerezo Perez
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Name: Adolfo Cerezo Perez
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
(a)(1)(A) Offer to Purchase, dated October 9, 2003.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5) Press Release issued by Telmex dated October 8, 2003.