0001144204-14-002614.txt : 20140116 0001144204-14-002614.hdr.sgml : 20140116 20140116172609 ACCESSION NUMBER: 0001144204-14-002614 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140116 DATE AS OF CHANGE: 20140116 GROUP MEMBERS: CARLOS LAVIADA OCEJO GROUP MEMBERS: LAURA DIEZ BARROSO AZCARRAGA 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: 14533014 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: Weston Hill Equity Holdings, LP CENTRAL INDEX KEY: 0001504106 IRS NUMBER: 980676537 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MARIO PANI #750 PH STREET 2: COLONIA SANTA FE CITY: M?XICO D.F. STATE: O5 ZIP: 05300 BUSINESS PHONE: 212-333-3377 X11 MAIL ADDRESS: STREET 1: LCA CAPITAL STREET 2: 10 ROCKEFELLER PLAZA, SUITE 810 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 v365570_sc13d-a.htm FORM SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A

 

(Amendment No. 2)

 

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)
WESTON HILL EQUITY HOLDINGS, LP

c/o LCA Capital
10 Rockefeller Plaza, Suite 826
New York, NY, 10020
(212) 333-3377 Ext. 11

 

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

 

January 15, 2014

(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. ¨

 

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).

 

 

 

 
 

 

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CUSIP No. 400506101
1.            Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Weston Hill Equity Holdings, LP
98-0676537
2.            Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      ¨
(b)      x
3.            SEC Use Only
4.            Source of Funds (See Instructions)
OO
5.            Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.            Citizenship or Place of Organization
Ontario, Canada
Number of 7.            Sole Voting Power
Shares 0
Beneficially 8.            Shared Voting Power
  34,939,447
Owned by 9.            Sole Dispositive Power
Each 0
Reporting 10.          Shared Dispositive Power
Person With 34,939,447
11.          Aggregate Amount Beneficially Owned by Each Reporting Person
34,939,447
12.          Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.          Percent of Class Represented by Amount in Row (11)
7.33% based upon 476,850,000 Series B Shares outstanding as of December 31, 2012 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 15, 2013)
14.          Type of Reporting Person (See Instructions)
PN
 
 
 

 

 
 

 

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CUSIP No. 400506101
1.            Name of Reporting Person.
Carlos Laviada Ocejo
2.            Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      ¨
(b)      x
3.            SEC Use Only
4.            Source of Funds (See Instructions)
OO
5.            Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.            Citizenship or Place of Organization
Mexico
Number of 7.            Sole Voting Power
Shares 0
Beneficially 8.            Shared Voting Power
  35,519,447
Owned by 9.            Sole Dispositive Power
Each 0
Reporting 10.          Shared Dispositive Power
Person With 35,519,447
11.          Aggregate Amount Beneficially Owned by Each Reporting Person
35,519,447
12.          Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.          Percent of Class Represented by Amount in Row (11)
7.45% based upon 476,850,000 Series B Shares outstanding as of December 31, 2012 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 15, 2013)
14.          Type of Reporting Person (See Instructions)
IN
 
 
 

 

 
 

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CUSIP No. 400506101
1.            Name of Reporting Person.
Laura Diez Barroso Azcárraga
2.            Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      ¨
(b)      x
3.            SEC Use Only
4.            Source of Funds (See Instructions)
OO
5.            Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.            Citizenship or Place of Organization
Mexico
Number of 7.            Sole Voting Power
Shares 0
Beneficially 8.            Shared Voting Power
  35,519,447
Owned by 9.            Sole Dispositive Power
Each 0
Reporting 10.          Shared Dispositive Power
Person With 35,519,447
11.          Aggregate Amount Beneficially Owned by Each Reporting Person
35,519,447
12.          Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.          Percent of Class Represented by Amount in Row (11)
7.45% based upon 476,850,000 Series B Shares outstanding as of December 31, 2012 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 15, 2013)
14.          Type of Reporting Person (See Instructions)
IN
 
 
 

 

 
 

 

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ITEM 1. SECURITY AND ISSUER

 

This Amendment No. 2 is being filed by Weston Hill Equity Holdings, LP (“Weston”), Carlos Laviada Ocejo and Laura Diez Barroso Azcárraga (together the “Reporting Persons”) with respect to the Series B Shares, without par value, including the Shares evidenced by ADSs beneficially owned by the Reporting Persons, (the “Shares”), of Pacific Airport Group (the “Issuer” or the “Company”), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on October 28, 2010, as further amended on October 2, 2013 (together with this Amendment No. 2, the “Schedule 13D/A”). Except as specifically amended by this Amendment No. 2, the initial Schedule 13D and Amendment No. 1 remain unchanged.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 is hereby amended and supplemented by adding the following:

 

The source for funds used for the acquisitions of Shares as reported in Item 5 below was a combination of bank financing as well as capital contributions by Mrs. Diez Barroso into Weston.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5(a), (b) and (c) is hereby amended and supplemented by adding the following:

 

(a) As of the date hereof, none of the Reporting Persons own any Shares other than the Shares covered in this Schedule 13D/A. The Reporting Persons acquired the Shares in a series of open market transactions. As of the date hereof, Weston directly beneficially owns 34,939,447 Shares, representing 7.33% of outstanding Series B Shares of the Issuer. Mr. Laviada Ocejo directly beneficially owns 150,000 Shares. Because Mr. Laviada Ocejo is a general partner of Weston, he may be deemed an indirect beneficial owner of the 34,939,447 Shares directly owned by Weston. Mrs. Diez Barroso directly beneficially owns 430,000 Shares. Mrs. Diez Barroso may be deemed an indirect beneficial owner of 34,939,447 Shares directly owned by Weston by virtue of her participation in Weston. Mr. Laviada Ocejo and Mrs. Diez Barroso are husband and wife. Therefore, Mrs. Diez Barroso may be deemed to be an indirect beneficial owner of 150,000 Shares directly beneficially owned by Mr. Laviada Ocejo and Mr. Laviada Ocejo may be deemed an indirect beneficial owner of 430,000 Shares directly beneficially owned by Mrs. Diez Barroso, resulting in an aggregate beneficial ownership of 35,519,447 or 7.45% of outstanding Series B Shares of the Issuer by each of Mr. Laviada Ocejo and Mrs. Diez Barroso. Each of Mr. Laviada Ocejo and Mrs. Diez Barroso disclaim any beneficial ownership in the Shares reported on this Schedule 13D/A except to the extent of their respective pecuniary interest therein.

 

Exhibit 99.2, which is incorporated by reference into this Item 5 as if restated in full, describes all of the transactions in the Shares that were effected in the past 60 days by the Reporting Persons. The amounts reported in the “Weighted Average Price Per Share” column in Exhibit 99.2 reflect a weighted average price for the Shares purchased or sold on the particular day.

 

(b) See rows 7-10 of each cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the disposition of the Shares by the Reporting Persons.

 

(c) Except as set forth in Exhibit 99.2 attached hereto, within the last 60 days, no reportable transactions were effected by any Reporting Person.

 

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

 

99.1Joint Filing Agreement, dated as of October 28, 2010, among Weston Hill Equity Holdings, LP, Carlos Laviada Ocejo and Laura Diez Barroso Azcárraga (filed with the original Schedule 13D).
99.2Trading Data (filed herewith).

 

 
 

 

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After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 16, 2014    
     
  WESTON HILL EQUITY HOLDINGS, LP  
     
  By:  Carlos Laviada Ocejo  
     
  /s/ Carlos Laviada Ocejo                                              
  Name:  Carlos Laviada Ocejo, General Partner  
     
  CARLOS LAVIADA OCEJO  
     
  By: /s/ Carlos Laviada Ocejo                                       
  Name:  Carlos Laviada Ocejo  
     
     
  LAURA DIEZ BARROSO AZCÁRRAGA  
     
  By: /s/ Laura Diez Barroso Azcárraga                        
  Name:  Laura Diez Barroso Azcárraga  

 

 

 

EX-99.2 2 v365570_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

TRADING DATA

 

      Daily
Weighted Average

Name

Date of Transaction

Number of
B Shares Purchased/(Sold)

Price Per Share (U.S.$)***

Weston Hill Equity Holdings LP 11/19/2013 91,853 5.05**
Weston Hill Equity Holdings LP 11/21/2013 86,962 4.91*
Weston Hill Equity Holdings LP 12/20/2013 54,966 5.27*
Weston Hill Equity Holdings LP 12/23/2013 80,000 5.24*
Weston Hill Equity Holdings LP 12/24/2013 55,000 5.26*
Weston Hill Equity Holdings LP 12/26/2013 30,000 5.24*
Weston Hill Equity Holdings LP 12/27/2013 80,000 5.28*
Weston Hill Equity Holdings LP 12/30/2013 70,401 5.27*
Weston Hill Equity Holdings LP 12/31/2013 65,000 5.32*
Weston Hill Equity Holdings LP 1/7/2014 615,075 5.03*
Weston Hill Equity Holdings LP 1/8/2014 215,646 5.14*
Weston Hill Equity Holdings LP 1/9/2014 256,593 5.21**
Weston Hill Equity Holdings LP 1/10/2014 448,786 5.38**
Weston Hill Equity Holdings LP 1/13/2014 333,915 5.39**
Weston Hill Equity Holdings LP 1/14/2014 545,532 5.50**
Weston Hill Equity Holdings LP 1/15/2014 433,138 5.60*

 

*Purchases of B shares on the Mexican Stock Exchange.
**Purchases of B shares on the Mexican Stock Exchange as well as ADSs on the New York Stock Exchange.
***With respect to purchases made on the Mexican Stock Exchange, the price was converted into U.S. dollars using the exchange rate at close, as reported by Bloomberg L.P., excluding broker commissions.