-----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, OslYoJdUtcjFYttTdcyIvAAT6Zo9Ms3I5g6Faa0TVAGTmSvEORlOJu9OGBroAIyV NufSOVE6eF1jMvXNigBPzw== 0000903423-03-000870.txt : 20031024 0000903423-03-000870.hdr.sgml : 20031024 20031024101704 ACCESSION NUMBER: 0000903423-03-000870 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICA CORPORATION HOLDING CO CENTRAL INDEX KEY: 0000885012 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44114 FILM NUMBER: 03955433 BUSINESS ADDRESS: STREET 1: MINERIA NO 145 EDIFICIO CENTRAL CITY: 11800 MEXICO D F MEX STATE: O5 ZIP: 00000 BUSINESS PHONE: 2124800111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELU CARLOS SLIM CENTRAL INDEX KEY: 0001080910 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ALTRIA GROUP INC STREET 2: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 9176632256 MAIL ADDRESS: STREET 1: ALTRIA GROUP INC STREET 2: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 slim-13d_1024.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Empresas ICA Sociedad Controladora, S.A. de C.V.(1) (the "Issuer") - -------------------------------------------------------------------------------- (Name of Issuer) American Depositary Shares ("ADSs"), each representing six Ordinary Participation Certificates ("CPOs"), each representing one Ordinary Share of Common Stock ("Shares") - -------------------------------------------------------------------------------- (Title of Class of Securities) 292448107(2) --------------------------------------------------------------- (CUSIP Number) Rafael Robles Miaja Franck, Galicia y Robles, S.C. Boulevard Manuel Avila Camacho 24 Torre del Bosque Piso 7 Colonia: Lomas de Chapultepec Mexico City 11000, Mexico (5255) 5540-9225 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 2000 --------------------------------------------------------------- (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 ss.ss.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 ss.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) - ---------------- (1) Translation of Issuer's Name: The ICA Corporation Holding Company. (2) CUSIP number is for the ADSs only. No CUSIP number exists for the underlying Shares, as the Shares are not traded in the United States. - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 31,300,342 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 31,300,342 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,300,342 Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 0 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 0 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares (See Item 5(a)) 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% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 13D - ------------------------- 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)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 30,558,262 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 30,558,262 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,558,262 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) 4.9% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 0 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 0 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares (See Item 5(a)) 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% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 13D - ------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trust No. F/0008 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,014,990 Shares (See Items 5(a) and 5(b)) WITH 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 77,014,990 Shares (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,014,990 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) 12.4% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 13D - ------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fundacion Telmex, A.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,791,900 Shares (See Items 5(a) and 5(b)) WITH 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 7,791,900 Shares (See Items 5(a) and 5(b)) 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,791,900 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) 1.3% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 13D - ------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inmobiliaria Carso, 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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 742,080 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 742,080 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,080 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) 0.1% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- CUSIP No. 292448107 ADSs 13D - ------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Orient Star Holdings LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (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 NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 742,080 Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 742,080 Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,080 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) 0.1% Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. - ------ ------------------- This statement relates to the Ordinary Shares of Common Stock ("Shares") of Empresas ICA Sociedad Controladora, S.A. de C.V. (the "Issuer"). Where indicated, ownership of Shares includes beneficial ownership of the Shares into which the Issuer's 5% Convertible Subordinated Debentures due 2004 ("Convertible Debentures") are currently convertible pursuant to the Indenture under which they were issued. The address of the principal executive offices of the Issuer is Mineria No. 145, Edificio Central, Colonia Escandon, 11800 Mexico City, Mexico. Item 2. Identity and Background. - ------ ----------------------- This Statement is filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, by the persons listed below (the "Reporting Persons"). (1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the "Slim Family"), each of whom is a Mexican citizen, beneficially own, directly and indirectly, (A) a majority of the outstanding voting equity securities of Carso Global Telecom, S.A. de C.V. ("CGT") and Grupo Financiero Inbursa, S.A. de C.V. ("GFI"), and (B) all of the issued and outstanding voting securities of Inmobiliaria Carso, S.A. de C.V. ("Inmobiliaria"), the sole member of Orient Star Holdings LLC ("Orient Star"). CGT, through its direct ownership of A shares and AA shares of Telefonos de Mexico, S.A. de C.V. ("Telmex") and its power to vote, pursuant to a written agreement, certain AA shares of Telmex owned by SBC International, Inc., may be deemed to control Telmex. As a result, each member of the Slim Family may be deemed to share beneficial ownership of all Shares beneficially owned by these entities. (2) CGT is a sociedad anonima de capital variable organized under the laws of the United Mexican States ("Mexico"). CGT is a holding company whose principal asset consists of A shares and AA shares of Telmex. (3) GFI is a sociedad anonima de capital variable organized under the laws of Mexico. GFI is a financial services holding company. GFI owns all of the outstanding voting equity securities of several financial institutions organized in Mexico, including a broker-dealer, a bank, an insurance company and a surety bonding company. Shares reported as beneficially owned by GFI include Shares owned by subsidiaries of GFI. (4) Telmex is a sociedad anonima de capital variable organized under the laws of Mexico. Telmex owns and operates the largest telecommunications system in Mexico; it is the only nationwide provider of fixed-line telephony services and the leading provider of fixed local and long distance telephone services as well as Internet access in Mexico. (5) Trust No. F/0008 (the "Trust") is a trust organized under the laws of Mexico as the pension plan for Telmex employees. Banco Inbursa S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, Division Fiduciaria, is the trustee of the Trust and a subsidiary of GFI. A technical committee, all of whose members are employees of Telmex, makes investment decisions for the Trust. Thus, the Trust may be deemed to be controlled by Telmex, and Telmex may be deemed to share beneficial ownership of all Shares beneficially owned by the Trust. Telmex and the other Reporting Persons expressly disclaim such beneficial ownership. (6) Fundacion Telmex, A.C. ("Fundacion Telmex") is a not-for-profit partnership organized under the laws of Mexico. A board, all of whose members are employees or directors of Telmex, makes investment decisions for Fundacion Telmex. Thus, Fundacion Telmex may be deemed to be controlled by Telmex, and Telmex may be deemed to share beneficial ownership of all Shares beneficially owned by Fundacion Telmex. Telmex and the other Reporting Persons expressly disclaim such beneficial ownership. (7) Inmobiliaria is a sociedad anonima de capital variable organized under the laws of Mexico with interests in the real estate industry, and is the sole member of Orient Star. (8) Orient Star is a Delaware limited liability company with portfolio investments in various companies. The names, addresses, occupations and citizenship of the Slim Family and the executive officers and directors of each of CGT, GFI, Telmex, the Trust, Fundacion Telmex, Inmobiliaria and Orient Star are set forth in Schedule I attached hereto. None of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers listed in Schedule I 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. - ------ ------------------------------------------------- The aggregate amount of funds utilized to purchase the Shares beneficially owned by the Reporting Persons was U.S.$43,896,399.89 (Ps. 493,579,899.6 million converted to dollars at an exchange rate of Ps. 11.2442 per U.S. dollar). The funds used to purchase Shares were obtained from investment funds of the Reporting Persons directly owning Shares. All purchases of Shares by the Reporting Persons were effected on the Bolsa Mexicana de Valores, S.A. de C.V. (the "Mexican Stock Exchange"). The aggregate amount of funds utilized to purchase the Convertible Debentures beneficially owned by the Reporting Persons was U.S.$25,258,552.68. The funds used to purchase Convertible Debentures were obtained from investment funds of GFI and Orient Star. Item 4. Purpose of Transaction. - ------ ---------------------- All of the Shares and the Convertible Debentures beneficially owned by the Reporting Persons were acquired for investment purposes. The Shares were acquired over several years beginning in 1998, with the majority of the Shares being acquired more than two years ago. The Convertible Debentures were acquired beginning three years ago, with the majority of the Convertible Debentures being acquired more than two years ago. The Reporting Persons have recently had preliminary discussions with the Issuer regarding the financial condition of the Issuer and the possibility that one or more of the Reporting Persons would acquire additional Shares from the Issuer by means of subscribing for a potential capital increase by the Issuer. These discussions have contemplated the possibility that one or more of the Reporting Persons could acquire a significant number of additional Shares, which could result in the Reporting Persons holding, in the aggregate, a majority of the outstanding Shares. These discussions have also contemplated a possible per Share subscription price not greater than the recent market price of the Shares. As of the date of this filing, no agreements, contracts, arrangements or understandings have been reached regarding any acquisition of Shares by the Reporting Persons or any other possible transaction involving the Issuer and the Reporting Persons. Although the Reporting Persons currently intend to continue to explore the possibility of an acquisition of additional Shares, there can be no assurance that any such acquisition (or any other transaction between the Reporting Persons and the Issuer) will be agreed to or consummated or as to the terms and conditions or timing of any such transaction. 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 or Convertible Debentures owned by them 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. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The Reporting Persons have the following direct interests in Shares: Shares assuming conversion of Shares(1) Convertible Debentures(2) ----------------------------- ----------------------------- Number % of Class Number % of Class ---------- ---------- ---------- ---------- GFI(3)............ 24,249,850 3.9% 30,558,262 4.9% Trust............. 77,014,990 12.4 -- -- Fundacion Telmex.. 7,791,900 1.3 -- -- Orient Star(4).... -- -- 742,080 0.1 (1) Based upon 621,561,433 Shares outstanding as of October 21, 2003. Assumes no conversion of Convertible Debentures. (2) Based upon 621,561,433 Shares outstanding as of October 21, 2003. Totals and percentages assume that all of the Convertible Debentures held by the relevant Reporting Persons have been converted into Shares. (3) Second column assumes conversion of U.S.$34,854,000 of Convertible Debentures into 6,308,412 Shares, at a ratio of 180.9954 Shares per each U.S.$1,000 of Convertible Debentures. (4) Second column assumes conversion of U.S.$4,100,000 of Convertible Debentures into 742,080 Shares at a ratio of 180.9954 Shares per each U.S.$1,000 of Convertible Debentures. (b) Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, Telmex, GFI, Inmobiliaria Carso and Orient Star, the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any Shares owned by such persons or by any entities controlled by such persons (including the Trust and Fundacion Telmex). Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the Shares owned by the Reporting Persons. (c) All transactions in Shares effected by the Reporting Persons during the past 60 days are listed in Schedule II hereto. (d) Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, Telmex, GFI, Inmobiliaria Carso and Orient Star, 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 Shares owned by such persons or by any entities controlled by such persons (including the Trust and Fundacion Telmex). 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, Shares owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships - ------ With Respect to Securities of the Issuer. -------------------------------------------------------- There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to Shares. Item 7. Material to be Filed as Exhibits. - ------ --------------------------------- Exhibit No. Description ----------- ----------- 1 Powers of Attorney 2 Joint Filing Agreement 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 By: /s/ Eduardo Valdes Acra ---------------------------- ------------------------------------- Eduardo Valdes Acra Attorney-in-Fact Carlos Slim Domit October 24, 2002 ------------------------------------- Marco Antonio Slim Domit ------------------------------------- Patrick Slim Domit ------------------------------------- Maria Soumaya Slim Domit ------------------------------------- Vanessa Paola Slim Domit ------------------------------------- Johanna Monique Slim Domit ------------------------------------- CARSO GLOBAL TELECOM, S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact GRUPO FINANCIERO INBURSA, S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact TELEFONOS DE MEXICO, S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0008 ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact FUNDACION TELMEX, A.C. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact INMOBILIARIA CARSO S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact ORIENT STAR HOLDINGS LLC ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact SCHEDULE I All of the individuals listed below are citizens of Mexico. THE SLIM FAMILY Paseo de las Palmas 750, Colonia Lomas de Chapultepec, 11000 Mexico D.F., Mexico Name Principal Occupation - ---- -------------------- Carlos Slim Helu Chairman of the Board of Telefonos de Mexico, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Carlos Slim Domit Chairman of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, S.A. de C.V. Patrick Slim Domit Vice President of Commercial Markets of Telefonos de Mexico, S.A. de C.V. Maria Soumaya Slim Domit President of Museo Soumaya Vanessa Paola Slim Domit Private Investor Johanna Monique Slim Domit Private Investor CARSO GLOBAL TELECOM, S.A. de C.V. Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico Name and Position Principal Occupation - ----------------- -------------------- Directors Carlos Slim Helu (Director Chairman of the Board of Telefonos and Chairman of the Board) de Mexico and Carso Global Telecom Jaime Chico Pardo (Director President of Telefonos de Mexico and Vice Chairman of the Board) Claudio X. Gonzalez Laporte Chairman of the Board of Kimberly Clark (Director) de Mexico Jose Kuri Harfush (Director) President of Productos Dorel Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico Carlos Slim Domit (Director) Chairman of Grupo Carso and President of Sanborns Executive Officers Armando Ibanez Chief Financial Officer of Carso Global (Chief Financial Officer) Telecom GRUPO FINANCIERO INBURSA, S.A. de C.V. Paseo de las Palmas 736, Col. Lomas Chapultepec, 11000 Mexico D.F., Mexico Name and Position Principal Occupation - ----------------- -------------------- Directors Carlos Slim Helu (Chairman Emeritus) Chairman of the Board of Telefonos de Mexico, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, (Chairman of the Board) S.A. de C.V. Eduardo Valdes Acra Chief Executive Officer of Inversora (Vice-Chairman of the Board) Bursatil, S.A. de C.V. Agustin Franco Macias (Director) Chairman of Infra, S.A. de C.V. Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico, S.A. de C.V. Jose Kuri Harfush (Director) President of Productos Dorel S.A. de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. David Ibarra Munoz (Director) Independent Economist Executive Officers Marco Antonio Slim Domit (President) President of Grupo Financiero Inbursa, S.A. de C.V. TELEFONOS DE MEXICO, S.A. DE C.V. Parque Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico Name and Position Principal Occupation - ----------------- -------------------- Directors Carlos Slim Helu (Chairman) Chairman of the Board of Telefonos de Mexico, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Carlos Slim Domit (Co-Chairman) Chairman of the Board of Grupo Carso, S.A. de C.V., Grupo Sanborns, S.A. de C.V.; Member of the Board of Carso Global Telecom, S.A. de C.V. and America Telecom, S.A. de C.V. Jaime Chico Pardo (Vice Chairman; Chief Executive Officer of Member of the Executive Committee) Telefonos De Mexico, S.A. DE C.V. Emilio Azcarraga Jean (Director) President of Grupo Televisa, S.A. de C.V. Antonio Cosio Arino (Director; General manager of Cia Industrial Alternate Member of the Executive de Tepeji del Rio, S.A. de C.V. Committee) Amparo Espinosa Rugarcia (Director) President of the Center for Women's Studies in Mexico City Elmer Franco Macias (Director) President and Director of Grupo Infra, S.A. de C.V. Angel Losada Moreno (Director) Chief Executive Officer of Grupo Gigante, S.A. de C.V. Romulo O'Farrill Jr. (Director) Chairman and General Manager of Novedades Editores, S.A. de C.V. Juan Antonio Perez Simon (Vice Chairman; Chairman of the Board of Directors Member of the Executive Committee) and Member of the Executive Committee of Sanborns Hermanos, S.A., and member of the board of directors of America Telecom Fernando Senderos Mestre (Director) Chairman of the Board and Chief Executive Officer of Desc, S.A. de C.V. Marco Antonio Slim Domit (Director; President and Director of Grupo Alternate Member of the Executive Financiero Inbursa, S.A. de C.V. Committee) James W. Callaway (Director) Group president of SBC Communications, Inc., International Operations Mark E. Royse (Director; Member of the President of SBC International Executive Committee) Management Services, Inc. Janet M. Duncan (Director; Alternate Director of Finance, SBC Member of the Executive Committee) International Management Services, Inc. Rafael Kalach Mizrahi (Director) Chairman and chief executive officer of Grupo Kaltex, S.A. de C.V. Ricardo Martin Bringas (Director) Chief executive officer of Organizacion Soriana, S.A. de C.V. Executive Officers Jaime Chico Pardo Chief Executive Officer Adolfo Cerezo Perez Chief Financial Officer TRUST NO. F/0008 Paseo del las Palmas 736, Col. Lomas Chapultepec, 11000 Mexico D.F., Mexico Name and Position Principal Occupation - ----------------- -------------------- Technical Committee Adolfo Cerezo Perez Chief Financial Officer, Telefonos de Mexico, S.A. de C.V. Jose Manuel Camacho Deputy Director, Treasury Eduardo Rosendo Girard Deputy Director, Corporate Comptroller FUNDACION TELMEX, A.C. Vizcainas No. 16, Colonia Centro, Delegacion Cuauhtemoc, 06080 Mexico, D.F. Mexico Name and Position Principal Occupation - ----------------- -------------------- Directors Carlos Slim Helu (Chairman) Chairman of the Board of Telefonos de Mexico, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Jaime Chico Pardo (Director) President of Telefonos de Mexico, S.A. de C.V. Arturo Elias Ayub (Director) Executive Officer of Telefonos de Mexico, S.A. de C.V. Adolfo Cerezo Perez Chief Financial Officer of Telefonos de Mexico, S.A. de C.V. Mario Cobo Trujillo Executive Officer of Telefonos de Mexico, S.A. de C.V. Sergio Rodriguez Molleda Counsel, Telefonos de Mexico, S.A. de C.V. INMOBILIARIA CARSO, S.A. DE C.V. Insurgentes Sur #3500, PB-4, Colonia Pena Pobre, 14060 Mexico D.F., Mexico Name and Position Principal Occupation - ----------------- -------------------- Directors Carlos Slim Helu (Chairman) Chairman of the Board of Telefonos de Mexico, S.A. de C.V., America Movil, S.A. de C.V. and Carso Global Telecom, S.A. de C.V. Marco Antonio Slim Domit Chairman of Grupo Financiero Inbursa, S.A. de C.V. Patrick Slim Domit Vice President of Commercial Markets of Telefonos de Mexico, S.A. de C.V. Maria Soumaya Slim Domit President of Museo Soumaya Vanessa Paola Slim Domit Private Investor Johanna Monique Slim Domit Private Investor ORIENT STAR HOLDINGS LLC 1330 Post Oak Blvd Suite 2140, Houston Texas, 77056, USA Name and Position Principal Occupation - ----------------- -------------------- James M. Nakfoor (Manager) Investment Manager, Orient Star Holdings LLC SCHEDULE II During the past 60 days, the Reporting Persons set forth below effected the following sales of Shares on the Mexican Stock Exchange. The prices below reflect the average consideration received (in Mexican Pesos) per Share on the relevant trade date. Average Price Type of Number Per Share Reporting Person Transaction Trade Date of Shares (in Mexican Pesos) - ---------------- ----------- ---------- --------- ------------------ Trust Sale August 29, 2003 169,700 Ps. 2.04 Trust Sale September 1, 2003 1,255,900 2.05 Trust Sale September 2, 2003 258,500 2.04 Trust Sale September 3, 2003 472,600 2.05 GFI Sale September 4, 2003 2,184,300 2.00 GFI Sale September 5, 2003 1,475,600 2.00 GFI Sale September 10, 2003 1,408,500 2.00 GFI Sale September 11, 2003 2,268,700 2.00 GFI Sale September 12, 2003 2,369,500 2.00 GFI Sale September 15, 2003 370,000 2.00 GFI Sale September 18, 2003 969,400 2.00 GFI Sale September 19, 2003 1,023,000 2.00 GFI Sale September 22, 2003 29,400 2.00 GFI Sale September 23, 2003 1,482,000 2.00 GFI Sale September 24, 2003 330,000 2.00
EX-1 3 slim13d-ex1_1024.txt CUSIP No. 292448107 ADSs 13D EXHIBIT 1 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, 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 Form 3, 4, or 5 or 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 beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) his 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 Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies 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, 2005. April 25, 2002 /s/ Carlos Slim Helu ---------------------------------- Carlos Slim Helu CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, 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 Form 3, 4, or 5 or 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 beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) his 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 Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies 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, 2005. April 25, 2002 /s/ Carlos Slim Domit ---------------------------------- Carlos Slim Domit CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, 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 Form 3, 4, or 5 or 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 beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) his 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 Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies 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, 2005. April 25, 2002 /s/ Marco Antonio Slim Domit ---------------------------------- Marco Antonio Slim Domit CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, 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 Form 3, 4, or 5 or 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 beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) his 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 Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies 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, 2005. April 25, 2002 /s/ Patrick Slim Domit ---------------------------------- Patrick Slim Domit CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for her and in her name, place and stead and on her behalf, in any and all capacities, to sign any Form 3, 4, or 5 or 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) her beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) her beneficial ownership (direct or indirect) of any securities the undersigned may be deemed to beneficially own by reason of her beneficial ownership of securities of the Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies is a reporting person, and to file on her 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 she 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, 2005. April 25, 2002 /s/ Maria Soumaya Slim Domit ---------------------------------- Maria Soumaya Slim Domit CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for her and in her name, place and stead and on her behalf, in any and all capacities, to sign any Form 3, 4, or 5 or 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) her beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) her beneficial ownership (direct or indirect) of any securities the undersigned may be deemed to beneficially own by reason of her beneficial ownership of securities of the Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies is a reporting person, and to file on her 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 she 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, 2005. April 25, 2002 /s/ Vanessa Paola Slim Domit ---------------------------------- Vanessa Paola Slim Domit CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for her and in her name, place and stead and on her behalf, in any and all capacities, to sign any Form 3, 4, or 5 or 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) her beneficial ownership (direct or indirect) of any securities of Grupo Carso, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Carso Global Telecom, S.A. de C.V., America Telecom, S. A. de C.V., U.S. Commercial Corp., S.A. de C.V. or America Movil, S.A. de C.V., each a sociedad anonima de capital variable organized under the laws of the United Mexican States (collectively, the "Companies"), (ii) her beneficial ownership (direct or indirect) of any securities the undersigned may be deemed to beneficially own by reason of her beneficial ownership of securities of the Companies, and (iii) any securities beneficially owned by the undersigned other than through any of the Companies, which securities are required by applicable law to be aggregated in any Filing in which any of the Companies is a reporting person, and to file on her 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 she 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, 2005. April 25, 2002 /s/ Johanna Monique Slim Domit ---------------------------------- Johanna Monique Slim Domit CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned, an authorized officer of Grupo Financiero Inbursa, S.A. de C.V. (the "Company"), hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as the Company's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for the Company and in the Company's name, place and stead and on the Company's behalf, in any and all capacities, to sign any Form 3, 4, or 5 or 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 the Company's beneficial ownership (direct or indirect) of any securities it may be deemed to beneficially own, and to file on the Company's 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 the Company 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, 2005. April 25, 2002 GRUPO FINANCIERO INBURSA, S.A. de C.V. /s/ Raul Zepeda ---------------------------------- By: Raul Zepeda Title: Attorney-in-Fact CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for it and in its name, place and stead and on its behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (collectively, the "Filings"), and to file on its 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 it 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, 2006. October 24, 2003 CARSO GLOBAL TELECOM, S.A. de C.V. By: /s/ Armando Ibanez Vazquez ------------------------------- Name: Armando Ibanez Vazquez Title: Attorney-in-fact CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for it and in its name, place and stead and on its behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (collectively, the "Filings"), and to file on its 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 it 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, 2006. October 23, 2003 TELEFONOS DE MEXICO, S.A. DE C.V. By: /s/ Adolfo Cerezo ------------------------------- Name: Adolfo Cerezo Title: Attorney-in-fact CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for it and in its name, place and stead and on its behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (collectively, the "Filings"), and to file on its 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 it 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, 2006. October 24, 2003 BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0008 By: /s/ Raul Zepeda ------------------------------- Name: Raul Zepeda Title: Attorney-in-fact CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for it and in its name, place and stead and on its behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (collectively, the "Filings"), and to file on its 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 it 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, 2006. October 23, 2003 FUNDACION TELMEX, A.C. By: /s/ Adolpho Cerezo ------------------------------- Name: Adolpho Cerezo Title: Attorney-in-fact CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for it and in its name, place and stead and on its behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (collectively, the "Filings"), and to file on its 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 it 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, 2006. October 24, 2003 INMOBILIARIA CARSO S.A. DE C.V. By: /s/ Armando Ibanez Vazquez ------------------------------- Name: Armando Ibanez Vazquez Title: Attorney-in-fact CUSIP No. 292448107 ADSs 13D POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for it and in its name, place and stead and on its behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (collectively, the "Filings"), and to file on its 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 it 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, 2006. October 24, 2003 ORIENT STAR HOLDINGS LLC By: /s/ James M. Nakfoor ------------------------------- Name: James M. Nakfoor Title: Attorney-in-fact EX-2 4 slim13d-ex2_1024.txt CUSIP No. 292448107 ADSs 13D EXHIBIT 2 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 24th day of October 2003, by and among 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, Carso Global Telecom, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Telefonos de Mexico, S.A. de C.V., Banco Inbursa S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, Division Fiduciaria, as Trustee of Trust No. F/0008, Fundacion Telmex, Inmobiliaria Carso S.A. de C.V. and Orient Star Holdings LLC. Each of the parties hereto hereby agrees to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on any Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of Empresas ICA Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (collectively, the "Filings") required to be filed by it pursuant to the United States Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of such Filings. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. Carlos Slim Helu By: /s/ Eduardo Valdes Acra ---------------------------- ------------------------------------- Eduardo Valdes Acra Attorney-in-Fact Carlos Slim Domit October 24, 2002 ------------------------------------- Marco Antonio Slim Domit ------------------------------------- Patrick Slim Domit ------------------------------------- Maria Soumaya Slim Domit ------------------------------------- Vanessa Paola Slim Domit ------------------------------------- Johanna Monique Slim Domit ------------------------------------- CARSO GLOBAL TELECOM, S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact GRUPO FINANCIERO INBURSA, S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact TELEFONOS DE MEXICO, S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0008 ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact FUNDACION TELMEX, A.C. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact INMOBILIARIA CARSO S.A. DE C.V. ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact ORIENT STAR HOLDINGS LLC ------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----