UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

Teléfonos de México, S.A. de C.V. (the “Issuer”)

(Name of Issuer)

American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”)

American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”)

(Title of Class of Securities)

879403780 for L Share ADSs1

879403400 for A Share ADSs2

(CUSIP Number)

 

Rafael Robles Miaja

Galicia y Robles, S.C.

Boulevard Manuel Avila Camacho 24

Torre del Bosque

Piso 7

Colonia: Lomas de Chapultepec

México, D.F. 11000, México

(5255) 5540-9225

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

                                                           February 21, 2006                                                            

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*       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 (“Act”) 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).

(Continued on the following pages)

(Page 1 of 20)

_________________________

1             CUSIP number is for the L Share ADSs only. No CUSIP number exists for the underlying L Shares, since such shares are not traded in the United States.

2             CUSIP number is for the A Share ADSs only. No CUSIP number exists for the underlying A Shares, since such shares are not traded in the United States.

 

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 2 of 20

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Carlos Slim Helú

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

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) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

80,000 A Shares and 200,000 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

80,000 A Shares and 200,000 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

92,074,660 A Shares and 7,757,424,060 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                 x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 3 of 20

 

 

 

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) o

(b) o

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) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

16,264 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

16,264 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,757,240,324 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 4 of 20

 

 

 

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) o

(b) o

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) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

16,264 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

16,264 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,757,240,324 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 5 of 20

 

 

 

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) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF and PF (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

1,048,538 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

1,048,538 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,758,272,598 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 6 of 20

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

María Soumaya Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

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) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

16,268 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

16,268 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,757,240,328 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 7 of 20

 

 

 

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) o

(b) o

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) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

816,268 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

816,268 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,758,040,328 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 8 of 20

 

 

 

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) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF and PF (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

1,375,522 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

1,375,522 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,757,224,060 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,758,599,582 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.9% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 9 of 20

 

 

 

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) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF and WC (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

91,994,660 A Shares and 7,727,558,588 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

WITH

10

SHARED DISPOSITIVE POWER

91,994,660 A Shares and 7,727,558,588 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,994,660 A Shares and 7,727,558,588 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.4% of A Shares and 45.7% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

HC

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 10 of 20

 

 

 

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) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC and AF (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

29,655,472 L Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

WITH

10

SHARED DISPOSITIVE POWER

29,655,472 L Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

29,655,472 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

HC

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 11 of 20

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Trust No. F/0008 (the “Telmex Trust”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

297,896,640 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

 

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

297,896,640 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

297,896,640 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.3% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

EP

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 12 of 20

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Trust No. F/0395 (the “Telnor Trust”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

4,770,000 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

 

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

4,770,000 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,770,000 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

EP

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 13 of 20

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fundación Telmex, A.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

40,000,000 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

 

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

40,000,000 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,000,000 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 14 of 20

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Asociación Carso, A.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

México

NUMBER OF SHARES

7

SOLE VOTING POWER

10,000,000 L Shares (See Item 5)

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

 

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

10,000,000 L Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000,000 L Shares (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% of L Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 15 of 20

 

 

 

Item 1.

Security and Issuer.

This Amendment No. 23 (the “Twenty-Third Amendment”) amends the initial Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “Commission”), as subsequently amended, by the Reporting Persons (as defined in the Schedule 13D), with respect to the L Shares and A Shares of Teléfonos de México, S.A. de C.V. (the “Issuer”). Capitalized terms used but not otherwise defined in this Twenty-Third Amendment have the meanings ascribed to such terms in the Schedule 13D, as amended.

Item 2.

Identity and Background.

As described in Amendment No. 9 to the Schedule 13D filed by the Reporting Persons on March 23, 2004 (the "Ninth Amendment"), each of the Telmex Trust, the Telnor Trust, and Fundación Telmex may be deemed to be controlled by the Issuer, and the Issuer and certain of the Reporting Persons may be deemed to share beneficial ownership of all Shares beneficially owned by any of the Telmex Trust, the Telnor Trust, and Fundación Telmex. The Issuer and such Reporting Persons expressly disclaim such beneficial ownership. As described in the Ninth Amendment, Asociación Carso may be deemed to be controlled by the Slim Family, and the Slim Family may be deemed to share beneficial ownership of all Shares beneficially owned by Asociación Carso. The Slim Family expressly disclaims such beneficial ownership.

The aggregate amount of funds required to purchase the 3,612,000 L Shares purchased by GFI since the date of the last transaction reported in Schedule II of the Twenty-Second Amendment was U.S.$4,684,445. The funds used to purchase these shares were obtained from the working capital of GFI.

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate amount of funds required to purchase the 5,000,000 L Shares purchased by CGT since the date of the last transaction reported in Schedule II of the Schedule 13D filed by the Reporting Persons on January 9, 2006 (the “Twenty-Second Amendment”) was U.S.$6,439,190. The funds used to purchase these shares were obtained from the working capital of CGT.

The aggregate amount of funds required to purchase the 3,612,000 L Shares purchased by GFI since the date of the last transaction reported in Schedule II of the Twenty-Second Amendment was U.S.$4,684,495. The funds used to purchase these shares were obtained from the working capital of GFI.

 

Item 5.

Interest in Securities of the Issuer.

(a)                The Reporting Persons have, as of March 10, 2006, the following interests in the A Shares and L Shares:

 

A Shares(1)

L Shares(2)

 

Number

% of Class

Number

% of Class

Carlos Slim Helú(3)

92,074,660

19.4%

7,757,424,060

45.9%

Carlos Slim Domit(4)

91,994,660

19.4%

7,757,240,324

45.9%

Marco Antonio Slim Domit(5)

91,994,660

19.4%

7,757,240,324

45.9%

Patrick Slim Domit(6)

91,994,660

19.4%

7,758,272,598

45.9%

 

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 16 of 20

 

 

 

 

María Soumaya Slim Domit(7)

91,994,660

19.4%

7,757,240,328

45.9%

Vanessa Paola Slim Domit(8)

91,994,660

19.4%

7,758,040,328

45.9%

Johanna Monique Slim Domit(9)

91,994,660

19.4%

7,758,599,582

45.9%

CGT(10)

91,994,660

19.4%

7,727,558,588

45.7%

GFI

29,665,472

0.2%

Telmex Trust

297,896,640

2.3%

Telnor Trust

4,770,000

0.0%

Fundación Telmex

40,000,000

0.3%

Asociación Carso

10,000,000

0.1%

 

 

(1)

Based upon 473,459,952 A Shares outstanding as of March 10, 2006, as reported by the Mexican Stock Exchange. Includes A Shares held in the form of A Share ADSs. Except as otherwise indicated, all A Shares are held in the form of A Shares.

(2)

Based upon 13,007,131,436 L Shares outstanding as of March 10, 2006, as reported by the Mexican Stock Exchange. The total number of L Shares outstanding also includes L Shares held in the form of L Share ADSs. In addition, other than in the case of GFI, the Telmex Trust, the Telnor Trust, Fundación Telmex and Asociación Carso, L Share totals and percentages assume that all of the A Shares held by the Reporting Persons and 3,795,558,588 AA Shares held by CGT, which may be deemed to be beneficially owned by the Slim Family, have been converted into L Shares. In accordance with the restrictions set forth in Item 4 of the Schedule 13D filed by the Reporting Persons on February 20, 2004, the maximum number of AA Shares that could, as of the date hereof, be converted to L Shares is 3,795,558,588. Except as otherwise indicated, all L Shares are held in the form of L Shares.

(3)

Includes 80,000 A Shares and 200,000 L Shares (assuming conversion of the 80,000 A Shares) owned directly by Carlos Slim Helú, as well as A Shares and L Shares beneficially owned through GFI and CGT by trusts for the benefit of the Slim Family (the “Family Shares”).

(4)

Includes 16,264 L Shares owned directly by Carlos Slim Domit, as well as the Family Shares.

(5)

Includes 16,264 L Shares owned directly by Marco Antonio Slim Domit, as well as the Family Shares.

(6)

Includes 1,048,538 L Shares owned directly by Patrick Slim Domit, as well as the Family Shares.

(7)

Includes 16,268 L Shares owned directly by María Soumaya Slim Domit, as well as the Family Shares.

(8)

Includes 816,268 L Shares owned directly by Vanessa Paola Slim Domit and her spouse, as well as the Family Shares.

(9)

Includes 1,375,522 L Shares owned directly by Johanna Monique Slim Domit and her spouse, as well as the Family Shares.

(10)

Includes L Shares owned directly by CGT as well as L Shares beneficially owned through its wholly-owned subsidiaries.

                                     

 

(b)          Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, GFI and the Issuer, the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares controlled by such persons (including those beneficially owned by the Telmex Trust, the Telnor Trust, Fundación Telmex and Asociación Carso). Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the A Shares or L Shares owned by the Reporting Persons.

(c)          There were no transactions in A Shares and L Shares effected by the Reporting Persons during the past 60 days.

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 17 of 20

 

 

 

(d)          All A Shares and L Shares owned by trusts for the benefit of the Slim Family may be deemed to be beneficially owned by each member of the Slim Family that is a beneficiary of such trusts. Thus, beneficial ownership of A Shares and L Shares may be deemed to be shared by each member of the Slim Family. Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, GFI and the Issuer, the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares controlled by such persons (including the Telmex Trust, the Telnor Trust, Fundación Telmex and Asociación Carso). 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, A Shares or L Shares owned by the Reporting Persons.

 

 (e)          Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to  

 

Securities of the Issuer.  

 

 

CGT has entered into Forward Share Purchase Transactions pursuant to which it is obligated to buy L Shares (in the form of L Shares ADSs) from a counterparty on the terms specified below. The L Shares that are the subject of each contract listed below were sold to the counterparty at the inception of such contract, but for the purposes of this Statement are treated as beneficially owned by CGT. During the time that the shares are held by the counterparty, CGT pays interest to the counterparty on an amount equal to the total purchase price.


Counterparty


Expiration Date

Number of
L Shares

Purchase Price
per L Share


Interest Rate

JP Morgan Chase Bank, N.A.

February 20, 2007

685,714,320

$.744

LIBOR + 1.050%

Dresdner Bank A.G.

February 4, 2008

131,492,440

$.7605

LIBOR + 0.875%

Dresdner Bank A.G.

March 27, 2008

135,318,000

$.739

LIBOR + 0.875%

Santander Central Hispano Benelux S.A. de N.V.

February 27, 2009

116,993,280

$.855

LIBOR + 0.650%

Santander Central Hispano Benelux S.A. de N.V.

March 18, 2009

117,543,360

$.851

LIBOR + 0.620%

Dresdner Bank A.G.

April 19, 2009

110,253,600

$.907

LIBOR + 0.620%

Santander Central Hispano Benelux S.A. de N.V.

May 5, 2009

115,942,040

$.8625

LIBOR + 0.620%

 

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 18 of 20

 

 

 

 

JP Morgan Chase Bank, N.A.

August 11, 2010

256,986,840

$.7785

LIBOR + 0.625%

Wachovia Bank National Association

September 29, 2009

123,647,640

$.80875

LIBOR + 0.625%

Santander Central Hispano Benelux S.A. de N.V.

April 12, 2010

115,540,160

$.8655

LIBOR + 0.580%

Santander Central Hispano Benelux S.A. de N.V.

May 10, 2010

114,416,480

$.874

LIBOR + 0.550%

Santander Central
Hispano Benelux S.A.
de N.V.

March 8, 2011

87,108,020

$1.148

    LIBOR + 0.350%

         

 

Other than as disclosed herein and in Item 4 of this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to A Shares or L Shares.

Item 7.

Material to be Filed as Exhibits

 

*The Powers of Attorney filed as exhibits to the Schedule 13D by the Telmex Trust, the Telnor Trust, Fundación Telmex and Asociación Carso with the Commission on February 20, 2004, by CGT on February 25, 2005, and by the Slim Family and GFI on November 23, 2005 are hereby incorporated by reference. The Joint Filing Agreement filed on November 23, 2005 is hereby incorporated by reference. The Trust Agreement (Original Spanish Version) and Trust Agreement (English Translation) filed as exhibits to the Schedule 13D filed by the Reporting Persons with the Commission on May 15, 2001 are hereby incorporated by reference.

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 19 of 20

 

 

 

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 Helú

 

____________________________

 

Carlos Slim Domit

By:  /s/ Eduardo Valdés Acra          

____________________________

Eduardo Valdés Acra

Marco Antonio Slim Domit

Attorney-in-Fact

____________________________

March 13, 2006

Patrick Slim Domit

 

____________________________

 

María Soumaya Slim Domit

 

____________________________

 

Vanessa Paola Slim Domit

 

____________________________

 

Johanna Monique Slim Domit

 

____________________________

 

CARSO GLOBAL
TELECOM, S.A. DE C.V.

 

____________________________

 

By: Armando Ibañez Vazquez

 

Title: Attorney-in-Fact

 

 

 

GRUPO FINANCIERO
INBURSA, S.A. DE C.V.

 

____________________________

 

By: Raul Humberto Zepeda Ruiz

 

Title: Attorney-in-Fact

 

 

 

 

 

 

 

 

 



CUSIP No.     879403780 L Share ADSs
                         879403400 A Share ADSs

13D

Page 20 of 20

 

 

 

 

BANCO INBURSA S.A.,
INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO
INBURSA, DIVISION
FIDUCIARIA, AS TRUSTEE
OF TRUST NO. F/0008

 

____________________________

 

By: Raul Humberto Zepeda Ruiz

 

Title: Attorney-in-Fact

 

 

 

BANCO INBURSA S.A.,
INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO
INBURSA, DIVISION
FIDUCIARIA, AS TRUSTEE
OF TRUST NO. F/0395

 

____________________________

 

By: Raul Humberto Zepeda Ruiz

 

Title: Attorney-in-Fact

 

 

 

FUNDACION TELMEX, A.C.

 

____________________________

 

By: Adolfo Cerezo

 

Title: Attorney-in-Fact

 

 

 

ASOCIACION CARSO, A.C.

 

____________________________

 

By: Armando Ibañez Vazquez

 

Title: Attorney-in-Fact