0000950123-11-069067.txt : 20110728 0000950123-11-069067.hdr.sgml : 20110728 20110727195711 ACCESSION NUMBER: 0000950123-11-069067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110728 DATE AS OF CHANGE: 20110727 GROUP MEMBERS: INFRASTRUCTURA Y TRANSPORTES MEXICO, S.A. DE C.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Airport Group CENTRAL INDEX KEY: 0001347557 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81664 FILM NUMBER: 11991365 BUSINESS ADDRESS: STREET 1: AVENIDA MARIANO OTERO NO. 1249, PISO 6 STREET 2: COL. RINCONADA DEL BOSQUE CITY: GUADALAJARA, JALISCO STATE: O5 ZIP: 45140 BUSINESS PHONE: (52)(33) 3880-1100 MAIL ADDRESS: STREET 1: AVENIDA MARIANO OTERO NO. 1249, PISO 6 STREET 2: COL. RINCONADA DEL BOSQUE CITY: GUADALAJARA, JALISCO STATE: O5 ZIP: 45140 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Grupo Mexico, S.A.B. de C.V. CENTRAL INDEX KEY: 0001042701 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAMPOS ELISEOS NO. 400 STREET 2: COLONIA LOMAS DE CHAPULTEPEC CITY: MEXICO CITY MEXICO STATE: O5 ZIP: 11000 BUSINESS PHONE: 011525652640036 MAIL ADDRESS: STREET 1: CAMPOS ELISEOS NO. 400 STREET 2: COLONIA LOMAS DE CHAPULTEPEC CITY: MEXICO CITY MEXICO STATE: O5 ZIP: 11000 FORMER COMPANY: FORMER CONFORMED NAME: GRUPO MEXICO SA DE CV /FI DATE OF NAME CHANGE: 19971223 SC 13D/A 1 y05059sc13dza.htm SC 13D/A sc13dza
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 14)*
Under the Securities Exchange Act of 1934
PACIFIC AIRPORT GROUP
 
(Name of Issuer)
GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V.
 
(Exact Name of Issuer as Specified in its Charter)
SERIES B SHARES
 
(Title of Class of Securities)
400506101
 
(CUSIP Number)
Daniel Muñiz Quintanilla
Chief Financial Officer of Grupo México, S.A.B. de C.V.
Attorney-in-Fact of Infraestructura y Transportes México, S.A. de C.V.
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
México City, México 11000
011-5255-1103-5000
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2011
 
(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 sections 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 Section 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 
 

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CUSIP No.
  
400506101 
  

 

           
1   NAMES OF REPORTING PERSONS

Grupo México, S.A.B. de C.V.

I.R.S. Identification Nos. of above persons (entities only)

13-1808503
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (see instructions)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Mexico
       
  7   SOLE VOTING POWER
     
NUMBER OF   74,214,300 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   56,100,000 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   74,214,300 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    56,100,000 (See Item 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  130,314,300 (See Item 5)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  27.3%
     
14   TYPE OF REPORTING PERSON (see instructions)
   
  CO

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CUSIP No.
  
400506101 
  

 

           
1   NAMES OF REPORTING PERSONS

Infraestructura y Transportes México, S.A. de C.V.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (see instructions)
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Mexico
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   56,100,000 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    56,100,000 (See Item 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  56,100,000 (See Item 5)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  11.8%
     
14   TYPE OF REPORTING PERSON (see instructions)
   
  CO

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     This Amendment No. 14 is being filed by Grupo México, S.A.B. de C.V. (“Grupo México”) and Infraestructura y Transportes México, S.A. de C.V., Grupo México’s 75.0%-owned subsidiary (“ITM” and together with Grupo México, the “Reporting Persons”), with respect to the Series B Shares, without par value (the “Shares”), of Pacific Airport Group (the “Issuer”), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on July 9, 2010, as further amended July 12, 2010, July 13, 2010, August 13, 2010, August 25, 2010, September 22, 2010, October 12, 2010, January 25, 2011, February 16, 2011, March 15, 2011, April 12, 2011, June 14, 2011, July 6, 2011 and July 13, 2011 (collectively with this Amendment No. 14, the “Schedule 13D”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
     Item 3 is hereby amended and supplemented by adding the following:
     The source for the approximately $21,431,492 (reflects conversion into U.S. dollars based upon the peso / dollar exchange ratio at close on the applicable dates of purchase (as reported by Bloomberg L.P.)) used for the acquisition of the Shares as reported in Item 5 below was working capital of Grupo México.
Item 4. Purpose of Transaction
     Item 4 is hereby amended and supplemented by adding the following:
     The last four sentences of Item 5 (a, b) are incorporated by reference into this Item 4.
Item 5. Interest in Securities of the Issuer
     Item 5 is hereby amended and supplemented by adding the following:
     (a, b) Since and including July 13, 2011, Grupo México has acquired 5,322,900 Shares, as described in Item 5(c) below. As of the date hereof, Grupo México beneficially owns a total of 130,314,300 Shares, consisting of 74,214,300 Shares that Grupo México owns directly, and 56,100,000 Shares held by ITM. (References to “Shares” in this Item 5 include the Shares evidenced by ADSs beneficially owned by Grupo México). As of the date hereof, ITM beneficially owns a total of 56,100,000 Shares. The Shares directly owned by Grupo México and ITM represent approximately 15.6% and 11.8%, respectively, or 27.3% in the aggregate, of the total outstanding Shares, based on a total of 476,850,000 Shares outstanding as of December 31, 2010, as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2010. Grupo México has the sole power to vote or direct the vote of the 130,314,300 Shares that it owns directly, and has shared power to vote or direct the vote of the 56,100,000 Shares held by ITM. ITM does not have the sole power to vote or direct the vote of any of the 56,100,000 Shares that it owns directly, and has shared power to vote or direct the vote of such Shares. Grupo México has the sole power to dispose or direct the disposition of the 130,314,300 Shares that it owns directly, and has shared power to dispose or direct the disposition of the 56,100,000 Shares held by ITM. ITM does not have the sole power to dispose or direct the disposition of any of the 56,100,000 Shares that it owns directly, and has shared power to dispose or direct the disposition of such Shares. Grupo México’s beneficial ownership of 130,314,300 Shares represents 23.2% of the total outstanding Issuer Equity Shares, based on a total of 561,000,000 Issuer Equity Shares outstanding as of December 31, 2010, as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2010. The bylaws of the Issuer provide that no holder of Shares may hold in excess of 10.0% of the total outstanding Issuer Equity Shares, or exercise voting rights with respect to such excess Shares. As a result of such provision, Grupo México may be required to dispose in

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the open market of 74,214,300 of its Shares in order to reduce its beneficial ownership of Issuer Equity Shares to 10.0% of the outstanding Issuer Equity Shares, and it does not have the ability to exercise voting rights with respect to such number of Shares. As previously reported, representatives of the Issuer asked Grupo México and ITM to dispose of Shares in order to reduce Grupo México’s beneficial ownership of Issuer Equity Shares to 10.0% of the total outstanding Issuer Equity Shares. Grupo México and ITM have filed a claim with the relevant Court in Mexico seeking, among other things, that the Court determine that such provisions of the Issuer’s bylaws are invalid under applicable Mexican law. As previously reported, Grupo México has announced that its Board of Directors approved the acquisition (directly or indirectly) of more than 30.0% and up to 100.0% of the Issuer Equity Shares currently outstanding, excluding treasury shares. In connection with any such transaction, Grupo México will be required to launch a mandatory public tender offer, or OPA, for 100% of the Issuer Equity Shares currently outstanding, in accordance with Mexican securities laws and any other applicable laws.
     (c) The table below sets forth the transactions in Shares since and including July 13, 2011 by the Reporting Persons. All such transactions were open market purchases by Grupo México of Shares on the Mexican Stock Exchange in Mexican pesos. The amounts reported in the “Weighted Average Price Per Share” column below reflect a weighted average price for the Shares purchased or sold on the particular day. Certain Shares were purchased in multiple transactions on one day, each at a price within the range of prices set forth in the “Range of Prices” column below. The Reporting Persons undertake to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased or sold, as applicable, within the range of prices set forth below.
                         
            Daily        
            Weighted Average     Daily  
    Date of   Number of Shares     Price Per Share     Range of Prices  
Transaction   Purchased     (U.S.$)*     (U.S.$)*  
7/13/2011
     1,460,000       4.03 **     4.02-4.04 **
7/14/2011
     1,157,600       4.01 **     4.00-4.02 **
7/15/2011
     130,600       4.00 **     3.99-4.02 **
7/18/2011
     315,300       4.02 **     4.01-4.02 **
7/19/2011
     300,000       4.02 **     4.00-4.04 **
7/20/2011
     825,900       3.98 **     3.95-4.00 **
7/21/2011
     162,800       4.03 **     3.99-4.06 **
7/22/2011
     97,600       4.08 **     4.04-4.09 **
7/25/2011
     300,000       4.09 **     4.04-4.10 **
7/26/2011
     202,400       4.10 **     4.07-4.12 **
7/27/2011
     370,700       4.07 **     4.03-4.10 **
 
*   Prices do not include broker commissions.
 
**   Reported prices reflect conversion into U.S. dollars based upon the peso/dollar exchange ratio at close for such date (as reported by Bloomberg L.P.).

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SIGNATURE
     After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth herein is true, complete and correct.
Dated as of: July 27, 2011
         
  GRUPO MÉXICO, S.A.B. DE C.V.
 		  
  By:   /s/ Daniel Muñiz Quintanilla    
    Name:   Daniel Muñiz Quintanilla   
    Title:   Chief Financial Officer   
 
  INFRAESTRUCTURA Y TRANSPORTES
MÉXICO, S.A. DE C.V.
 		  
  By:   /s/ Daniel Muñiz Quintanilla    
    Name:   Daniel Muñiz Quintanilla   
    Title:   Attorney-in-Fact   
 

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