UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
Telefonos de Mexico, S.A. de C.V.
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(Name of Subject Company (issuer))
Telefonos de Mexico, S.A. de C.V.
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(Name of Filing Person (issuer))
4.25% Convertible Senior Debentures Due 2004
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(Title of Class of Securities)
879403AD5
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(CUSIP Numbers of Classes of Securities)
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Adolfo Cerezo Perez
Chief Financial Officer
Telefonos de Mexico, S.A. de C.V.
Parque Via 190
Colonia Cuauhtemoc
06599 Mexico, D.F. Mexico
(52) 55 5222 5144
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copies to:
Nicolas Grabar
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
U.S.$558,750,000 U.S.$45,202.88
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*For the purpose of calculating amount of filing fee only. The amount
assumes that U.S.$500,000,000 of the principal amount of the outstanding
debentures are purchased at a price of U.S.$1,117.50 per U.S.$1,000 principal
amount of the debentures.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: U.S.$45,202.88
Form or Registration No.: 005-50806
Filing Party: Telefonos de Mexico, S.A. de C.V.
Date Filed: October 9, 2003
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
INTRODUCTORY STATEMENT
This Amendment No. 2 (the "Amendment No. 2") amends and supplements the
Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the
Securities and Exchange Commission on October 9, 2003, relating to an offer by
Telefonos de Mexico, S.A. de C.V., a Mexican corporation (the "Company"), to
purchase for cash up to U.S.$500,000,000 aggregate principal amount of its 4.25%
Convertible Senior Debentures Due 2004 (the "Debentures"), at a purchase price
of U.S.$1,117.50 per U.S.$1,000 principal amount of the Debentures plus accrued
and unpaid interest to (but excluding) the date of purchase (the "Purchase
Price"), upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 9, 2003 (the "Offer to Purchase") and in the related
Letter of Transmittal (the "Letter of Transmittal," and together with the Offer
to Purchase, the "Offer"). The Offer expired at 12:00 midnight, New York City
time, on Thursday, November 6, 2003. Copies of the Offer to Purchase and the
Letter of Transmittal were filed with the Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented as
follows:
The Offer expired at 12:00 midnight, New York City time, on
Thursday, November 6, 2003. Based on information provided by the
Depositary, U.S.$1,174,000 aggregate principal amount of the
Debentures were validly tendered and not withdrawn pursuant to
the Offer. The Company has accepted for payment all such
Debentures. Purchase of the Debentures accepted for payment is
expected to occur on or about Monday, November 9, 2003.
SIGNATURE
After due 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.
Dated: November 7, 2003
TELEFONOS DE MEXICO, S.A. DE C.V.
By: /s/ Adolfo Cerezo Perez
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Name: Adolfo Cerezo Perez
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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(a)(1)(A)* Offer to Purchase dated October 9, 2003.
(a)(1)(B)* Form of Letter of Transmittal.
(a)(1)(C)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(D)* Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5)* Press Release issued by Telmex dated October 8, 2003.
*Previously filed