-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ptw2QbUL5KSGIBsDYXffR4pFKk6cs0AhmQRGjvUrUvOiddNghwvAZBTVtalDkIeR zIg111oL/+Z/szBKNrmcsg== 0000903423-07-001029.txt : 20071101 0000903423-07-001029.hdr.sgml : 20071101 20071031174314 ACCESSION NUMBER: 0000903423-07-001029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISAAC BERNARDO QUINTANA CENTRAL INDEX KEY: 0001004134 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 5255206025 MAIL ADDRESS: STREET 1: MINERIA NO 145 EDIFICIO G STREET 2: 3RD FLOOR CITY: MEXICO DF STATE: O5 ZIP: 11800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICA CORP CENTRAL INDEX KEY: 0000885012 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] 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: 005-45903 FILM NUMBER: 071203921 BUSINESS ADDRESS: STREET 1: MINERIA NO 145 EDIFICIO CENTRAL CITY: 11800 MEXICO D F MEX STATE: O5 ZIP: 00000 BUSINESS PHONE: 2124800111 MAIL ADDRESS: STREET 1: MINERIA NO 145 EDIFICIO CENTRAL CITY: 11800 MEXICO D F MEX STATE: O5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ICA CORPORATION HOLDING CO DATE OF NAME CHANGE: 19940228 SC 13D/A 1 ica-13da3_1031.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Empresas ICA, S.A.B. de C.V.1   (the “Issuer”)

(Name of Issuer)

Ordinary Share of Common Stock (“Shares”)

(Title of Class of Securities)

2924482062

(CUSIP Number)

 

Manuel Abud Elias

Palmas 735

Suite 1406

Mexico City 11000, Mexico

(5255) 5202-2088

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

 

September 25, 2007

(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 21)

_________________________

1 Translation of Issuer’s Name: The ICA Corporation.

2 CUSIP number exists for the underlying Shares, as the Shares are not traded in the United States. The CUSIP number 292448206 is only for the American Depositary Shares (the “ADSs”) representing Shares.

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 2 of 21

 

 

1

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

Bernardo Quintana Isaac

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

18,361,033 Shares (See Item 5)

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

16,059,905 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

18,361033 Shares (See Item 5)

WITH

10

SHARED DISPOSITIVE POWER

16,059,905 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,420,932 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)

6.9% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 3 of 21

 

 

1

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

Alexandra Kawage de Quintana

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

4,489,471 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

4,489,471 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,489,471 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)

0.9% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 4 of 21

 

 

 

1

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

Ana Alejandra Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

1,021,892 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

1,021,892 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,021,892 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 5 of 21

 

 

1

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

Alonso Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

1,972,824 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

1,972,824 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,972,824 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)

0.4% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 6 of 21

 

 

1

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

Diego Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

1,310,992 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

1,310,992 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,310,992 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)

0.3% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 7 of 21

 

 

 

1

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

Maria Andrea Cecilia Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

946,325 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

946,325 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

946,325 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 8 of 21

 

 

1

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

Rodrigo A. Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

1,942,434 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

1,942,434 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,942,434 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)

0.4% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 9 of 21

 

 

1

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

Jeronimo Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

3,062,703 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

3,062,703 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,062,703 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)

0.6% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 10 of 21

 

 

1

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

Bernardo Quintana Kawage

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

656,931 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

656,931 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

656,931 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 11 of 21

 

 

 

1

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

Martha Quintana de Zarak

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

80,000 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

80,000 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

80,000 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 12 of 21

 

 

 

1

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

Claudia Quintana de Tinajero

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

275,000 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

275,000 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

275,000 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 13 of 21

 

 

1

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

Cecilia Quintana de Orvañanos

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

215,000 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

215,000 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

215,000 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 14 of 21

 

 

1

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

Luis Quintana Isaac

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                             (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

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

Mexico

NUMBER OF
SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY
OWNED BY

8

SHARED VOTING POWER

86,333 Shares (See Item 5)

EACH REPORTING
PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

86,333 Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

86,333 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% Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 15 of 21

 

 

This Amendment No. 3 (the “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on February 22, 2006 (the “Schedule 13D”) by Bernardo Quintana Isaac and members of his family with respect to the Ordinary Shares of Common Stock (“Shares”) of Empresas ICA, S.A.B. de C.V. (the “Issuer”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.

Item 2.

Identity and Background.

Each of Bernardo Quintana Isaac, Alexandra Kawage de Quintana, Ana Alejandra Quintana Kawage, Alonso Quintana Kawage, Diego Quintana Kawage, Maria Andrea Cecilia Quintana Kawage, Rodrigo A. Quintana Kawage, Jeronimo Quintana Kawage, Bernardo Quintana Kawage, Martha Quintana de Zarak, Claudia Quintana de Tinajero, Cecilica Quintana de Orvañanos and Luis Quintana Isaac (each a "Reporting Person" and, collectively, the "Quintana Family") is filing this Statement pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. Bernardo Quintana Isaac is the Chairman of the Issuer's Board of Directors.

Alonso Quintana Kawage, Diego Quintana Kawage and Bernardo Quintana Kawage are each sons of Bernardo Quintana Isaac and are the Chief Financial Officer of the Issuer, the Divisional Director of Housing of the Issuer, and an employee of the Issuer, respectively.

The name, address, occupation and citizenship of each member of the Quintana Family is set forth in Schedule I attached hereto. None of the Reporting Persons 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.

In September 2007, members of the Quintana Family purchased an aggregate of 426,400 newly issued Shares at a purchase price of Ps.65.00 per Share in the Capital Increase described and defined in Item 4 below. The aggregate amount of funds utilized by the Quintana Family to purchase the new Shares in the Capital Increase was U.S.$2,557,582 (Ps.27,716,000 converted to dollars at an exchange rate of Ps.10.8368 per U.S. dollar, the noon buying rate for Mexican pesos on October 16, 2007 as published by the Federal Reserve Bank of New York). Each member of the Quintana Family used personal funds to subscribe for the new Shares.

On March 22, 2007, Martha Quintana de Zarak sold 70,000 Shares in a transaction on the Mexican Stock Exchange at a price of Ps.43.10 per Share. The aggregate amount of proceeds received by Ms. Quintana from the sale of such Shares was U.S.$278,403 (Ps.3,017,000 converted to dollars at an exchange rate of Ps.10.8368 per U.S. dollar, the noon buying rate for Mexican pesos on October 16, 2007 as published by the Federal Reserve Bank of New York).

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 16 of 21

 

 

Item 4.

Purpose of Transaction.

On September 25, 2007, the Issuer issued and sold 78,260,872 Shares in a public offering and on October 5, 2007 the Issuer issued and sold an additional 11,739,128 Shares upon the exercise of the overallotment option in the public offering, in each case at a price of Ps.65.00 per share (the “Capital Increase”). The Quintana Family purchased an aggregate of 426,400 new Shares at a purchase price of Ps.65.00 per Share in the Capital Increase. Of this amount, 145,300 Shares were purchased by Bernardo Quintana Isaac; 48,500 Shares were purchased by Alexandra Kawage de Quintana; 72,600 Shares were purchased by Bernardo Quintana Kawage; 48,500 Shares were purchased by Diego Quintana Kawage; 72,700 Shares were purchased by Rodrigo Quintana Kawage; and 38,800 Shares were purchased by Jeronimo Quintana Kawage.

Except as disclosed in this Item 4, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule. The Reporting Persons may in the future acquire additional Shares or other securities of the Issuer from the Issuer, in the open market, in privately-negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of the Shares owned by the Reporting Persons in one or more transactions and may consider and explore one or more corporate transactions involving 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, to the extent deemed advisable by the Reporting Persons.

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 17 of 21

 

 

Item 5.

Interest in Securities of the Issuer.
  (a) The Reporting Persons have the following interests in Shares:

 

 

Shares(1)

 

Number(2)

% of Class

Bernardo Quintana Isaac(2)(3)

34,420,938

6.9%

Alexandra Kawage de Quintana

4,489,471

0.9%

Ana Alejandra Quintana Kawage

1,021,892

0.2%

Alonso Quintana Kawage(4)

1,972,824

0.4%

Diego Quintana Kawage(5)

1,310,992

0.3%

Maria Andrea Cecilia Quintana Kawage

946,325

0.2%

Rodrigo A. Quintana Kawage

1,942,434

0.4%

Jeronimo Quintana Kawage

3,062,703

0.6%

Bernardo Quintana Kawage(6)

656,931

0.1%

Martha Quintana de Zarak

80,000

0.0%

Claudia Quintana de Tinajero

275,000

0.0%

Cecilia Quintana de Orvañanos

215,000

0.0%

Luis Quintana Isaac

86,333

0.0%

 

 

 

                    

 

 

 
  (1) Based upon 498,000,007 Shares outstanding as of October 6, 2007.

 

(2)

Excludes 2,581,361 Shares beneficially owned by Bernardo Quintana Isaac through a trust (the “Management Trust”) holding shares for the benefit of management of the Issuer. The voting and disposition of shares held in the Management Trust is directed by an 8 person technical committee composed of members of the Issuer’s board of directors, which includes Bernardo Quintana Isaac.

 

(3)

Includes 16,059,905 Shares owned directly by the children of Bernardo Quintana Isaac, of which beneficial ownership is deemed shared with Bernardo Quintana Isaac.

 

(4)

Excludes 32,816 Shares beneficially owned by Alonso Quintana Kawage through the Management Trust.

 

(5)

Excludes 32,768 Shares beneficially owned by Diego Quintana Kawage through the Management Trust.

 

(6)

Excludes 8,012 Shares beneficially owned by Bernardo Quintana Kawage through the Management Trust

 

(c)          All transactions in Shares effected by the Reporting Persons during the past 60 days, excluding transactions previously reported on the Schedule 13D, are listed in Schedule II hereto.

 

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 18 of 21

 

 

 

 

 

Item 7. Material to be Filed as Exhibits
  Exhibit No. Description
     

 

1

Powers of Attorney

 

2

Amended and Restated Joint Filing Agreement (incorporated herein by reference to Amendment No. 2 to the Schedule 13D) (File No. 5-45903).

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 19 of 21

 

 

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.

 

                                      *                                  

 

Bernardo Quintana Isaac

* By:/s/ Manuel Abud Elias

                                      *                                  

Manuel Abud Elias

Alexandra Kawage de Quintana

Attorney-in-Fact

                                      *                                  

 

Ana Alejandra Quintana Kawage

 October 31, 2007

                                      *                                  

 

Alonso Quintana Kawage

 

                                      *                                  

 

Diego Quintana Kawage

 

                                      *                                  

 

Maria Andrea Cecilia Quintana Kawage

 

                                      *                                  

 

Rodrigo A. Quintana Kawage

 

                                      *                                  

 

 

Jeronimo Quintana Kawage

 

 

                                      *                                  

 

 

Bernardo Quintana Kawage

 

 

                                      *                                  

 

 

Martha Quintana de Zarak

 

 

                                      *                                  

 

 

Claudia Quintana de Tinajero

 

 

                                      *                                  

 

 

Cecilia Quintana de Orvañanos

 

 

                                      *                                  

 

 

Luis Quintana Isaac

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 20 of 21

 

 

SCHEDULE I

 

All of the individuals listed below are citizens of Mexico.

 

THE QUINTANA FAMILY

 

Avenida de las Palmas No. 735-1406, Col. Lomas de Chapultepec, 11000

Mexico City, Mexico

 

Name

Personal Occupation

Bernardo Quintana Isaac

Chairman of the Issuer’s Board of Directors

Alexandra Kawage de Quintana

Private Investor

Ana Alejandra Quintana Kawage

Private Investor

Alonso Quintana Kawage

Chief Financial Officer

Diego Quintana Kawage

Divisional Director of Housing

Maria Andrea Cecilia Quintana Kawage

Private Investor

Rodrigo A. Quintana Kawage

Private Investor

Jeronimo Quintana Kawage

Private Investor

Bernardo Quintana Kawage

Private Investor

Martha Quintana de Zarak

Private Investor

Claudia Quintana de Tinajero

Private Investor

Cecilia Quintana de Orvañanos

Private Investor

Luis Quintana Isaac

Private Investor

 

 

 

 

 

 

CUSIP No.     Not Applicable

13D

Page 21 of 21

 

 

SCHEDULE II

In the past 60 days, the Reporting Person effected the following transactions in Shares on the Mexican Stock Exchange.3


Reporting Person

Type of
Transaction


Trade Date

Number of
Shares

Price Per
Share*

Bernardo Quintana Isaac

Purchase

September 25, 2007

145,300

65.00

Alexandra Kawage de Quintana

Purchase

September 25, 2007

48,500

65.00

Bernardo Quintana Kawage

Purchase

September 25, 2007

72,600

65.00

Diego Quintana Kawage

Purchase

September 25, 2007

48,500

65.00

Rodrigo Quintana Kawage

Purchase

September 25, 2007

72,700

65.00

Jeronimo Quintana Kawage

Purchase

September 25, 2007

38,800

65.00

 

 

 

 

 

 

_________________________

3 Excludes any transactions effected by the Management Trust.

 

 

 

 

 

 

 

 

 EX-1 2 ica-13da3ex1_1031.htm

Exhibit 1

 

Power of Attorney

Each of the undersigned hereby constitutes and appoints Alonso Quintana Kawage and Manuel Abud Elias, and each of them singly, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead and on his behalf, in any and all capacities, to sign any Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a "Filing"), relating to

  (i) his/her beneficial ownership (direct or indirect) of any securities of Empresas ICA, S.A.B. de C.V., a sociedad anonima de capital variable organized under the laws of the United Mexican States (the "Company"),
  (ii) his/her beneficial ownership (direct or indirect) of any securities the undersigned may be deemed to beneficially own by reason of his beneficial ownership of securities of the Company, and

 

(iii)

any securities beneficially owned by the undersigned other than through the Company, which securities are required by applicable law to be aggregated in any Filing in which the Company is a reporting person,

and to file on his behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall be irrevocable until December 31, 2012.

 

 

 

 

 

 


Exhibit 1

 

 

October 31, 2007

 

 

/s/ Bernardo Quintana Isaac

Bernardo Quintana Isaac

 

/s/ Alexandra Kawage de Quintana

Alexandra Kawage de Quintana

 

/s/ Ana Alejandra Quintana Kawage

Ana Alejandra Quintana Kawage

 

/s/ Alonso Quintana Kawage

Alonso Quintana Kawage

 

/s/ Diego Quintana Kawage

Diego Quintana Kawage

 

/s/ Maria Andrea Cecilia Quintana Kawage

Maria Andrea Cecilia Quintana Kawage

 

/s/ Rodrigo A. Quintana Kawage

Rodrigo A. Quintana Kawage

 

/s/ Jeronimo Quintana Kawage

Jeronimo Quintana Kawage

 

/s/ Bernardo Quintana Kawage

Bernardo Quintana Kawage

 

/s/ Martha Quintana de Zarak

Martha Quintana de Zarak

 

/s/ Claudia Quintana de Tinajero

Claudia Quintana de Tinajero

 

/s/ Cecilia Quintana de Orvañanos

Cecilia Quintana de Orvañanos

 

/s/ Luis Quintana Isaac

Luis Quintana Isaac

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

POWER OF ATTORNEY SIGNATURE PAGE

 

 

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