UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)(1)
Chilesat Corp S.A.
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(Name of Issuer)
Common Shares, with no par value (the "Shares")
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(Title of Class of Securities)
87957Q 10 2
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(CUSIP Number)
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Rafael Robles Miaja
Franck, Galicia y Robles, S.C.
Boulevard Manuel Avila Camacho 24
Torre del Bosque
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)
June 6, 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.
(Continued on the following pages)
(Page 1 of 13)
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(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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% 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
BENEFICIALLY OWNED BY 466,327,174 Common Shares (See Items 5(a)
EACH REPORTING PERSON and 5(b))
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
466,327,174 Common Shares (See Items 5(a)
and 5(d))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,327,174 Common 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)
99.3% of Common Shares (See Item 5(a))
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 (the "Amendment") amends the Schedule 13D
filed with the Securities and Exchange Commission on May 10, 2004 (the "Schedule
13D") by Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick
Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique
Slim Domit (collectively, the "Slim Family"), Carso Global Telecom, S.A. de C.V.
("CGT") and Telefonos de Mexico, S.A. de C.V. ("Telmex"), with respect to shares
("Shares") of capital stock, without par value of Chilesat Corp S.A. (the
"Issuer"), a corporation formed under the laws of the Republic of Chile
("Chile"). Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds utilized to purchase the Shares
as to which the Reporting Persons acquired beneficial ownership pursuant to the
Issuer Tender Offer (as defined and described below in Item 4) was
U.S.$66,918,095 (42,945,648,875 Chilean pesos converted to U.S. dollars at a
weighted average exchange rate of approximately 641.76 Chilean pesos per U.S.
dollar). The funds used to purchase Shares were obtained from the working
capital of Telmex Chile Holding S.A., a corporation formed under the laws of
Chile and a wholly owned subsidiary of Telmex ("Telmex Chile"). All of these
purchases of Shares by the Reporting Persons were effected pursuant to the
Issuer Tender Offer.
Item 4. Purpose of Transaction.
As described in Item 4 of the Schedule 13D, on April 28, 2004,
Telmex Chile entered into a series of transactions in order to obtain control of
the Issuer. Telmex Chile entered into an agreement (the "Share Purchase
Agreement") with Redes Opticas S.A., a corporation organized under the laws of
Chile ("Redes") and Redes Opticas (Cayman) Corp., an exempted company
incorporated under the laws of the Cayman Islands ("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. Concurrently with the Share Purchase
Agreement, Telmex Chile entered into an agreement (the "Promise Agreement") with
Redes pursuant to which Telmex Chile agreed, subject to the terms and conditions
of the Promise Agreement, to launch a public tender offer (the "Issuer Tender
Offer") in accordance with the applicable laws and regulations of Chile for 100%
of the Shares of the Issuer (excluding the Shares owned by Telmex Chile
following execution of the Share Purchase Agreement). Redes agreed to tender the
Shares it owned in the Issuer Tender Offer provided that the tender offer was
made in accordance with the terms set forth in the Promise Agreement. Pursuant
to the Promise Agreement, Telmex Chile exercised its the right to appoint a
director to the board of directors of the Issuer within five business days
following the announcement of the Issuer Tender Offer.
On June 6, 2004, Telmex Chile purchased 278,451,980 Shares in
accordance with the terms and conditions of the Issuer Tender Offer, which
included the tender by Redes of 213,379,654 Shares pursuant to the Promise
Agreement, through Banchile Corredores de Bolsa, S.A. ("Banchile"), the tender
agent.
Telmex Chile intends to cause the removal of the Shares from
the stock exchanges in Chile upon which the Shares are listed and the American
Depositary Shares, each representing 10 Shares, from the New York Stock
Exchange. Telmex Chile also intends to cause the termination of the registration
of the Shares pursuant to Section 12(g)(4) of the Exchange Act once it is
determined that the Issuer is eligible for such termination.
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 June 6, 2004, the
following interests in Shares:
Shares (1)
Number % of Class
Carlos Slim Helu................... 466,327,174 99.3%
Carlos Slim Domit.................. 466,327,174 99.3%
Marco Antonio Slim Domit........... 466,327,174 99.3%
Patrick Slim Domit................. 466,327,174 99.3%
Maria Soumaya Slim Domit........... 466,327,174 99.3%
Vanessa Paola Slim Domit........... 466,327,174 99.3%
Johanna Monique Domit.............. 466,327,174 99.3%
CGT................................ 466,327,174 99.3%
Telmex............................. 466,327,174 99.3%
------------------
(1) Based upon 469,687,984 Shares outstanding, subscribed and paid, as of
April 2, 2004.
(c) As described in Item 4, since the most recent filing on
Schedule 13D, Telmex Chile has effected one transaction in Shares. On June 6,
2004, Telmex Chile purchased 278,451,980 Shares at a price of U.S.$0.24 per
Share (154.23 Chilean pesos per Share converted to U.S. dollars at a weighted
average exchange rate of approximately 641.76 Chilean pesos per U.S. dollar)
through Banchile in Santiago, Chile, the Shares tendered to Banchile pursuant to
the Issuer Tender Offer.
* The Powers of Attorney and Joint Filing Agreement filed as exhibits to the
Schedule 13D 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 June 9, 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 Vazquez
Title: Chief Financial and
Administrative Officer
TELEFONOS DE MEXICO, S.A. DE C.V.
----------------------------
By: Aldolfo Cerezo P.
Title: Chief Financial Officer