SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. )(1)
Chilesat Corp. S.A.
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(Name of Issuer)
Common Shares, with no par value (the "Shares)
--------------------------------------------------------------------------------
(Title of Class of Securities)
87957Q 10 2
-------------------------------------------------
(CUSIP Number)
Rafael Robles Miaja
Franck, Galicia y Robles, S.C.
Boulevard Manuel Avida Camacho 24
Torre del Bosque
Piso 7
Colonia: Lomas de Chapultepec
Mexico, D.F. 11000, Mexico
(5255) 5540-9225
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 2004
-------------------------------------------------------
(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.
(Continued on the following pages)
------------------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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
0
8 SHARED VOTING POWER
NUMBER OF
SHARES 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
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 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 87957Q 10 2 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Telefonos de Mexico, 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 401,254,848 Common Shares (See Items 5(a) and 5(b))
BENEFICIALLY
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
401,254,848 Common Shares (See Items 5(a) and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,254,848 Common Shares (See Items 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)
85.4% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
This statement relates to the shares (the "Shares") of capital
stock, without par value of Chilesat Corp S.A., a corporation formed under the
laws of the Republic of Chile (the "Issuer"). The principal executive offices of
the Issuer are located at Rinconada El Salto 202, Huechuraba, Santiago, Chile.
Item 2. Identity and Background.
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This Statement is filed pursuant to Rule 13d-1 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 Carso Global Telecom, S.A. de C.V.
("CGT"). CGT, through its direct ownership of A shares and AA shares of
Telefonos de Mexico, S.A. de C.V. ("Telmex") and pursuant to written agreements,
with the exception of the appointment of members to the board of directors and
the executive committee, CGT may direct the voting of the AA shares of Telmex
owned by SBC International, Inc., and, as a result thereof, may be deemed to
control Telmex. As a result, each member of the Slim Family may be deemed to
share beneficial ownership of all Shares beneficially owned by these entities.
(2) CGT is a sociedad anonima de capital variable organized under
the laws of the United Mexican States ("Mexico"). CGT is a holding company whose
principal asset consists of A shares and AA shares of Telmex.
(3) Telmex is a sociedad anonima de capital variable organized
under the laws of Mexico. Telmex owns and operates the largest
telecommunications system in Mexico; it is the only nationwide provider of
fixed-line telephony services and a leading provider of fixed local and long
distance telephone services as well as Internet access in Mexico. Shares
reported as beneficially owned by Telmex include Shares owned by its wholly
owned subsidiary, Telmex Chile Holding S.A., a corporation formed under the laws
of the Republic of Chile ("Telmex Chile").
The names, addresses, occupations and citizenship of the
Reporting Persons and the executive officers and directors of each of CGT and
Telmex are set forth in Schedule I attached hereto. 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, pursuant to the Share
Purchase Agreement (as defined below), the aggregate amount of funds of Telmex
Chile required to purchase the 70,310,008 Shares (at a price of 154.23 Chilean
pesos per Share) from Redes Opticas S.A., a corporation organized under the laws
of the Republic of Chile ("Redes") and the 117,565,186 Shares (at a price of
154.23 Chilean pesos per Share) from Redes Opticas (Cayman) Corp., an exempted
company incorporated under the laws of the Cayman Islands ("Redes Cayman"),
pursuant to the Share Purchase Agreement is U.S.$47,017,575 (28,975,991,171
Chilean pesos translated to U.S. dollars at an exchange rate of 616.28 Chilean
pesos per U.S. dollar). The funds used to purchase these Shares were obtained
from the working capital of Telmex Chile.
Pursuant to, and subject to the conditions of, the Promise
Agreement (as defined below) Telmex Chile has agreed to launch a public tender
offer to purchase the remaining Shares (at a price of 154.23 Chilean pesos per
Share). Telmex Chile will declare such public tender offer successful if Redes
validly tenders and does not withdraw 213,379,654 Shares and Telmex Chile
purchases such 213,379,654 Shares, for an aggregate amount of U.S.$53,400,312
(32,909,544,036 Chilean pesos translated to U.S. dollars at an exchange rate of
616.28 Chilean pesos per U.S. dollar). The funds to be used to purchase these
Shares will be obtained from working capital of Telmex Chile.
Item 4. Purpose of Transaction.
------- -----------------------
The purpose of this Schedule 13D is to report that on April 28,
2004, Telmex Chile entered into a series of transactions (described below) as a
result of which it intends to obtain control of the Issuer.
(i) Telmex Chile entered into an agreement (the "Share Purchase
Agreement") with Redes and Redes Cayman, pursuant to which Telmex Chile
purchased from Redes and Redes Cayman 70,310,008 and 117,565,186 Shares,
respectively, representing 14.9695% and 25.0305%, respectively, of the
outstanding Shares.
(ii) Concurrently with the Share Purchase Agreement, Telmex Chile
entered into an agreement (the "Promise Agreement") with Redes pursuant to which
Telmex Chile agrees to launch a public tender offer in accordance with the
applicable laws and regulations of Chile for 100% of the Shares (excluding the
Shares owned by Telmex Chile following execution of the Share Purchase
Agreement) in accordance with the terms and conditions of the Promise Agreement.
Redes has agreed to tender the 213,379,654 Shares, 45.4301% of the outstanding
Shares, it owns in such tender offer provided the tender offer is done in
accordance with the terms set forth in the Promise Agreement.
(iii) Telmex Chile executed a pledge (the "Telmex Chile Pledge")
for the benefit of Redes and Redes Cayman to secure the indemnification
obligations of Telmex Chile under the Promise Agreement and the Share Purchase
Agreement.
(iv) Redes executed a pledge (the "Redes Pledge") for the benefit
of Telmex Chile to secure a portion of Redes' payment obligation under the
Promise Agreement in the event that Telmex Chile exercises its Right of Sale (as
defined it Item 6) and Redes must pay the corresponding purchase price in
connection with such Right of Sale.
The foregoing description of each of the Share Purchase
Agreement, the Promise Agreement, the Telmex Chile Pledge, and the Redes Pledge,
above and herein is qualified in its entirety by the English translation of such
agreement attached hereto as Exhibits 3-6 below and incorporated herein by
reference.
Subject to the terms and conditions of the Promise Agreement, on
May 5, 2004, Telmex Chile launched a public tender offer for 100% of the Shares
(excluding the Shares owned by Telmex Chile following execution of the Share
Purchase Agreement) (the "Issuer Tender Offer"), in accordance with the
applicable laws and regulations of Chile. Pursuant to the Promise Agreement,
Telmex Chile has the right to appoint a comptroller and a director to the board
of directors of the Issuer within five business days following the announcement
of the Issuer Tender Offer.
If the Issuer Tender Offer by Telmex Chile is not consummated,
whether the Reporting Persons purchase any additional Shares on terms similar to
those described herein or otherwise and the amount and timing of any such
transactions, will depend upon the Reporting Persons' continuing assessment of
pertinent factors including the business affairs of the Issuer, market and
general economic conditions, the availability of capital stock at favorable
prices, alternative investment opportunities available to the Reporting Persons,
the strategic value to the Reporting Persons of the capital stock or control of
the Issuer and other factors deemed relevant by the Reporting Persons.
Additionally, the Reporting Persons may acquire, or acquire rights to acquire,
additional shares of capital stock or other securities of the Issuer by means of
open market purchases, brokerage transactions, privately negotiated
transactions, a business combination, merger, tender offer or other form of
transaction involving the Issuer, all in accordance with Chilean and U.S. law.
The number of Shares, if any, that Telmex Chile may ultimately acquire in the
Issuer Tender Offer cannot be determined as of the date of this filing and will
depend, among other things, upon whether any other holders tender Shares.
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 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 Schedule 13D, to the extent
deemed advisable by the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
------- -------------------------------------
(a) The Reporting Persons have, as of May 8, 2004, the following
interests in Shares:
Assuming acquisition of Shares
currently held by Redes in Issuer
Shares (1) Tender Offer (1)(2)
------------------------------- -------------------------------
Number % of Class Number % of Class
----------- ---------- ----------- ----------
Carlos Slim Helu........... 187,875,194 40.0% 401,254,848 85.4%
Carlos Slim Domit.......... 187,875,194 40.0% 401,254,848 85.4%
Marco Antonio Slim Domit... 187,875,194 40.0% 401,254,848 85.4%
Patrick Slim Domit......... 187,875,194 40.0% 401,254,848 85.4%
Maria Soumaya Slim Domit... 187,875,194 40.0% 401,254,848 85.4%
Vanessa Paola Slim Domit... 187,875,194 40.0% 401,254,848 85.4%
Johanna Monique Domit...... 187,875,194 40.0% 401,254,848 85.4%
CGT........................ 187,875,194 40.0% 401,254,848 85.4%
Telmex..................... 187,875,194 40.0% 401,254,848 85.4%
(1) Based upon 469,687,984 Shares outstanding, subscribed and paid, as of
April 2, 2004.
(2) Based upon the assumption that Telmex Chile purchases 213,379,654 Shares
(or 45.4301% of the outstanding Shares) from Redes in accordance with the terms
set forth in the Promise Agreement described in Items 4 and 6.
(b) Because the Slim Family may be deemed to control, directly or
indirectly, each of CGT and Telmex, the Slim Family may be deemed to share the
power to vote or dispose of, or to direct the voting or disposition of, any
Shares controlled by such persons. Except as otherwise disclosed herein, none of
the Reporting Persons shares voting or disposition power with respect to any of
the Shares owned by the Reporting Persons.
(c) As described in Item 4 and Item 6, during the past 60 days, Telmex
Chile effected one transaction in Shares. Pursuant to the Share Purchase
Agreement, on April 28, 2004, Telmex Chile purchased from Redes and Redes Cayman
70,310,008 Shares and 117,565,186 Shares, respectively, at a price of 154.23
Chilean pesos per Share.
(d) Because the Slim Family may be deemed to control, directly or
indirectly, each of CGT and Telmex, 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 Shares controlled by such persons. Except as
disclosed herein, no person other than the Reporting Persons has or will have
any right to receive or the power to direct the receipt of dividends from, or
the proceeds of the sale of, Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
------------------------------------
Share Purchase Agreement
On April 28, 2004, Telmex Chile entered into the Share Purchase
Agreement with Redes and Redes Cayman, an English translation of which is
annexed hereto as Exhibit 3 and which is incorporated herein by reference.
Pursuant to the Share Purchase Agreement, Telmex Chile agreed to purchase from
Redes and Redes Cayman 70,310,008 Shares and 117,565,186 Shares, representing
14.9695% and 25.0305%, respectively, of the total outstanding Shares. The Share
Purchase Agreement provides for a post-closing purchase price adjustment based
on the amount of net debt and working capital of the Issuer as of March 31,
2004, as determined in accordance with the procedures outlined in the Share
Purchase Agreement. In addition, Telmex Chile may be indemnified (in an amount
limited to $18,050,000) as a result of the breach of any representation or
warranty made by Redes or Redes Cayman.
Promise Agreement
On April 28, 2004, Telmex Chile and Redes executed the Promise
Agreement, an English translation of which is annexed hereto as Exhibit 4 and
which is incorporated herein by reference. Subject to the terms and conditions
of the Promise Agreement, Telmex Chile intends to realize the Issuer Tender
Offer for 100% of the Shares (excluding the Shares owned by Telmex Chile
following execution of the Share Purchase Agreement). In accordance with Chilean
law, Telmex Chile first agreed to announce a tender offer to realize a public
tender offer for 50.1% of the shares of capital stock of Chilesat S.A., an
affiliate of the Issuer (the "Affiliate Tender Offer") and subject to such
Affiliate Tender Offer being unsuccessful, announced the Issuer Tender Offer on
May 4, 2004. The Affiliate Tender Offer shall be conducted in accordance with
the terms and conditions set forth in the Promise Agreement. Redes has agreed to
tender its Shares pursuant to the Issuer Tender Offer and Telmex Chile has
agreed to purchase such tendered Shares. Under the Promise Agreement, Telmex
Chile has the right to appoint a comptroller and a director to the board of
directors of the Issuer within five business days following the announcement of
the Issuer Tender Offer.
As of the date hereof, approximately 45.4301% of the Shares would be
subject to the Promise Agreement. Shares held by other shareholders of the
Issuer that are subject to drag-along rights are not part of the Share Purchase
Agreement or the Promise Agreement, but Redes has agreed in the Promise
Agreement to use its best efforts to include these Shares with the Shares to be
sold pursuant to the Promise Agreement. Certain Shares previously pledged to
Banco de Chile will not be included in the Shares to be sold pursuant to the
Promise Agreement without its prior written consent. Redes may not sell its
Shares to any other entity for the duration of the Issuer Tender Offer or during
the first 120 days of a suspension of the Issuer Tender Offer, such 120-day
period being calculated from the date of the announcement of the Issuer Tender
Offer, if such suspension was not the fault of Redes. In the event that Telmex
Chile fails to acquire at least 85.4301% of the Shares in the Issuer Tender
Offer as a result of the failure to be validly tendered the requisite number of
Shares or the Affiliate Tender Offer is successful or a competitive tender offer
to the Affiliate Public Offering is declared successful, Telmex Chile has the
right to put to Redes up to 187,875,194 Shares of the Issuer at the price of
$0.50 per Share (the "Right of Sale"). If the Issuer Tender Offer fails for a
reason other than the failures described in the foregoing sentence, Telmex Chile
has the right to put to Redes up to 77,810,815 or 16.5664% of the Shares of the
Issuer at the price of $0.25 per Share (the "Additional Right of Sale"). Telmex
Chile may exercise its Right of Sale one time only and only during the fifteen
(15) business days following the date of the publication of the success of the
Affiliate Public Offering or the failure of the Issuer Tender Offer and Telmex
Chile may exercise its Additional Right of Sale one time only and only during
the forty-five (45) business days following the earlier of (i) the date of
publication of the notice of failure of the Issuer Tender Offer or (ii) in the
event the Issuer Tender Offer is suspended, the date that is one hundred and
twenty (120) calendar days from the date of the announcement of the Issuer
Tender Offer.
In addition, or as an alternative, to the right of Telmex Chile to
exercise the Additional Right of Sale, Telmex Chile may exercise (i) tag-along
rights pursuant to the terms and conditions set forth in the Promise Agreement
in the event that Redes sells its Shares to any third party (other than a sale
due to the exercise of the Additional Call Option under the Settlement
Agreement) and (ii) a right of first refusal to be exercised any time Redes
decides to sell Shares pursuant to the terms and conditions set forth in the
Promise Agreement (other than a sale due to the exercise of the Additional Call
Option under the Settlement Agreement).
The Promise Agreement also includes drag-along rights to be exercised
in the event that the Issuer Tender Offer fails and Telmex Chile owns directly
or indirectly, more than 24.5% of the issued Shares, and as a result of the sale
of Shares by Redes to a third party, Redes would lose control of the Issuer,
Redes shall have the right to require Telmex Chile to sell its Shares to such
third party to whom Redes is selling its Shares, under the same terms and
conditions as Redes.
Redes Pledge
On April 28, 2004, Redes executed the Redes Pledge for the benefit of
Telmex Chile, an English translation of which is annexed hereto as Exhibit 5 and
which is incorporated herein by reference. Pursuant to the Redes Pledge, Redes
pledged 213,379,654 Shares to guarantee a portion of Redes' payment obligation
under the Promise Agreement to purchase Shares in the event Telmex Chile
exercises the Right of Sale and Redes must pay the corresponding purchase price
in connection with such Right of Sale.
Telmex Chile Pledge
On April 28, 2004, Telmex Chile executed the Telmex Chile Pledge for
the benefit of Redes, an English translation of which is annexed hereto as
Exhibit 5 and which is incorporated herein by reference. Pursuant to the Telmex
Chile Pledge, Telmex Chile pledged 187,875,194 Shares to guarantee a portion of
the indemnification obligation of Telmex Chile under the Promise Agreement and
the Share Purchase Agreement.
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 Shares.
Item 7. Material to be Filed as Exhibits
------- --------------------------------
Exhibit No. Description
----------- -----------
1 Powers of Attorney
2 Joint Filing Agreement
3 Share Purchase Agreement
4 Promise Agreement
5 Redes Pledge
6 Telmex Chile Pledge
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/ Rafael Robles Miaja
-----------------------
---------------------------- Rafael Robles Miaja
Attorney-in-Fact
Marco Antonio Slim Domit May 7, 2004
----------------------------
Patrick Slim Domit
----------------------------
Maria Soumaya Slim Domit
----------------------------
Vanessa Paola Slim Domit
----------------------------
Johanna Monique Slim Domit
----------------------------
CARSO GLOBAL
TELECOM, S.A. DE C.V.
----------------------------
By: Armando Ibanez Vasquez
Title: Chief Financial and
Administrative Officer
TELEFONOS DE MEXICO, S.A. DE C.V.
----------------------------
By: Aldolfo Cerezo P.
Title: Chief Financial Officer
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. and Carso Global
Telecom, S.A. De C.V.
Carlos Slim Domit Chairman of the Board of Telefonos de Mexico,
S.A. De C.V., and Chairman of Grupo Carso,
S.A. De C.V. and President of Grupo Sanborns,
S.A. De C.V.
Marco Antonio Slim Domit President 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
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 (Director and Chairman Emeritus of the Board of Telefonos
Chairman Emeritus of the Board) de Mexico, S.A. de C.V. and Carso Global
Telecom, S.A. de C.V.
Jaime Chico Pardo (Director and President of Telefonos de Mexico, S.A. de
Vice Chairman of the Board) C.V. and Vice President of Carso Global
Telecom, S.A. de C.V.
Claudio X. Gonzalez Laporte Chairman of the Board of Kimberly Clark
(Director) de Mexico, S.A. de C.V.
Humberto Gutierrez Olvera General Director of Grupo Carso, S.A. de
Zubizaretta (Director) C.V.
Juan Antonio Perez Simon Vice-Chairman of Telefonos de Mexico, S.A.
(Director) de C.V. and Chairman of the Board of
Sanborns Hermanos S.A.
Carlos Slim Domit (Director Chairman of the Board of Telefonos de
and Chairman of the Board) 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
Armando Ibanez (Chief Financial Chief Financial Officer of Carso Global
Officer) Telecom, S.A. de C.V.
TELEFONOS DE MEXICO, S.A. DE C.V.
Parque Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico
Name and Position Principal Occupation
----------------- --------------------
Directors
Carlos Slim Helu Chairman Emeritus of the Board of
(Chairman Emeritus) 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 Chairman of the Board of Telefonos de
of the Board; Chairman of the Mexico, S.A. de C.V., Chairman of the
Executive Committee) Board of Grupo Carso, S.A.de C.V.,
Grupo Sanborns, S.A. de C.V.; Member
of the Board of Carso Global Telecom,
S.A. de C.V. and America Telecom, S.A.
de C.V.
Jaime Chico Pardo (Vice Chairman; Chief Executive Officer of Telefonos
Member of the Executive Committee) de Mexico, S.A. de C.V.
Emilio Azcarraga Jean (Director) President of Grupo Televisa, S.A. de
C.V.
Antonio Cosio Arino (Director; General manager of Cia Industrial de
Alternate Member of the Executive Tepeji del Rio, S.A. de C.V.
Committee)
Amparo Espinosa Rugarcia (Director) President of the Center for Women's
Studies in Mexico City
Elmer Franco Macias (Director) President and Director of Grupo Infra,
S.A. de C.V.
Angel Losada Moreno (Director) Chief Executive Officer of Grupo
Gigante, S.A. de C.V.
Romulo O'Farrill Jr. (Director) Chairman and General Manager of
Novedades Editores, S.A. de C.V.
Juan Antonio Perez Simon (Vice Chairman of the Board of Directors and
Chairman; Member of the Executive Member of the Executive Committee of
Committee) Sanborns Hermanos, S.A., and member of
the board of directors of America
Telecom
Fernando Senderos Mestre (Director) Chairman of the Board and Chief
Executive Officer of Desc, S.A. de
C.V.
Marco Antonio Slim Domit (Director; President and Director of Grupo
Alternate Member of the Executive Financiero Inbursa, S.A. de C.V.
Committee)
James W. Callaway (Director) Group president of SBC Communications,
Inc., International Operations
Richard P. Resnick (Director; President of SBC International
Member of the Executive Committee) Management Services, Inc.
Robert L. Henrichs (Director; Director of Finance, SBC International
Alternate Member of the Executive Management Services, Inc.
Committee)
Rafael Kalach Mizrahi (Director) Chairman and chief executive officer
of Grupo Kaltex, S.A. de C.V.
Ricardo Martin Bringas (Director) Chief executive officer of
Organizacion Soriana, S.A. de C.V.
Executive Officers
Jaime Chico Pardo Chief Executive Officer
Adolfo Cerezo Perez Chief Financial Officer