|
Scott
A. Ziegler, Esq.
|
Nicolas
Grabar, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
United
States of America
Tel:
(212) 319-7600
|
Cleary
Gottlieb Steen & Hamilton LLP
One
Liberty Plaza
New
York, New York 10006
United
States of America
Tel:
(212) 225-2000
|
| CALCULATION OF REGISTRATION FEE | ||||
|
Title
of each class of
Securities
to be registered
|
Amount
to
be registered
|
Proposed
maximum aggregate price per unit(1)
|
Proposed
maximum
aggregate
offering price
|
Amount
of
registration
fee
|
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing 20 Series L Shares of Teléfonos de México,
S.A. de C.V.
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Location
in Form of
|
||||
|
Item
Number
|
ADR
Filed Herewith
|
|||
|
and
Caption
|
as
Prospectus
|
|||
|
1.
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Name
of depositary and
|
Face,
introductory paragraph
|
||
|
address
of its principal
|
and
final sentence on face.
|
|||
|
executive
office
|
||||
|
2.
|
Title
of ADR and identity
|
Face,
top center and
|
||
|
of
deposited securities
|
introductory
paragraph
|
|||
|
Terms
of Deposit
|
||||
|
(i)
|
The
amount of deposited
|
Face,
upper right corner
|
||
|
securities
represented by
|
and
introductory
|
|||
|
one
unit of ADRs
|
paragraph
|
|||
|
(ii)
|
The
procedure for voting,
|
Reverse,
paragraph (14)
|
||
|
if
any, the deposited
|
||||
|
securities
|
||||
|
(iii)
|
The
procedure for collection
|
Face,
paragraphs (4), (5) and
|
||
|
and
distribution of dividends
|
(8);
Reverse, paragraph (12)
|
|||
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(iv)
|
The
procedure for transmission
|
Reverse,
paragraphs (13),
|
||
|
of
notices, reports and
|
(14)
and (16)
|
|||
|
proxy
soliciting material
|
||||
|
(v)
|
The
sale or exercise of
|
Face,
paragraphs (4) and (5);
|
||
|
rights
|
Reverse,
paragraph (12)
|
|||
|
(vi)
|
The
deposit or sale of
|
Face,
paragraphs (4) and (5);
|
||
|
securities
resulting from
|
Reverse,
paragraphs (12) and
|
|||
|
dividends,
splits or plans
|
(15)
|
|||
|
of
reorganization
|
||||
|
(vii)
|
Amendment,
extension or
|
Reverse,
paragraphs (20)
|
||
|
termination
of the deposit
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and
(21) (no provision
|
|||
|
agreement
|
for
extension)
|
|||
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(viii)
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Rights
of holders of ADRs
|
Reverse,
paragraph (16)
|
||
|
to
inspect the transfer books
|
||||
|
of
the Depositary and the
|
||||
|
lists
of holders of ADRs
|
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(ix)
|
Restrictions
upon the right
|
Face,
paragraphs (2), (3),
|
||
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to
deposit or withdraw the
|
(4)
and (5)
|
|||
|
underlying
securities
|
||||
|
(x)
|
Limitation
upon the liability
|
Reverse,
paragraph (18)
|
||
|
of
the Depositary
|
||||
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3.
|
Description
of all fees and charges that
|
Face,
paragraph (8)
|
||
|
may
be imposed directly or indirectly against
|
||||
|
the
holders of ADRs
|
||||
|
Item
2. AVAILABLE INFORMATION
|
||||
|
Location
in Form of
|
||||
|
Item
Number
|
ADR
Filed
|
|||
|
and
Caption
|
Herewith
as Prospectus
|
|||
|
2(b)
|
Statement
that the foreign issuer is
|
Face,
paragraph (11)
|
||
|
subject
to the periodic reporting
|
||||
|
requirements
of the Securities Exchange
|
||||
|
Act
of 1934 and, accordingly, files
|
||||
|
certain
reports with the Securities and
|
||||
|
Exchange
Commission and that such reports
|
||||
|
can
be inspected by holders of ADRs
|
||||
|
and
copied at public reference facilities
|
||||
|
maintained
by the Commission in Washington, D.C.
|
||||
|
(a)
|
Deposit
Agreement.
Form
of Amended and Restated Deposit Agreement dated as of September
, 2006
among Teléfonos de México, S.A. de C.V., JPMorgan Chase Bank, N.A., as
depositary (the "Depositary"), and all holders from time to time
of ADRs
issued thereunder (as so amended, the "Deposit Agreement") filed
herewith.
|
|
(b)
|
Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
|
|
(c)
|
Every
material contract relating to the deposited securities between
the
Depositary and the issuer of the deposited securities in effect
at any
time within the last three years.
Not Applicable.
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Previously filed.
|
|
(f)
|
Power
of Attorney.
Filed herewith.
|
|
(a)
|
The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
|
|
(b)
|
If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
|
|
By:
|
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
|
By:
|
/s/Joseph
M. Leinhauser .
|
|
|
Name:
|
Joseph
M. Leinhauser
|
|
|
Title:
|
Vice
President
|
|
TELÉFONOS
DE MÉXICO, S.A. DE C.V.
|
|
|
By:
/s/ Adolfo Cerezo Pérez
|
|
|
Name:
Adolfo Cerezo Pérez
|
|
|
Title:
Chief
Financial Officer
|
|
Name
|
Title
|
|
|
Honorary
Chairman for Life
|
||
|
Carlos
Slim Helú
|
||
|
/s/Jaime
Chico Pardo*
|
Chairman
|
|
|
Jaime
Chico Pardo
|
||
|
/s/Carlos
Slim Domit*
|
Co-Chairman
|
|
|
Carlos
Slim Domit
|
||
|
/s/Juan
Antonio Pérez
Simón*
|
Vice
Chairman
|
|
|
Juan
Antonio Pérez Simón
|
||
|
Director
|
||
|
Emilio
Azcárraga Jean
|
||
|
Director
|
||
|
Antonio
Cosío Ariño
|
|
/s/Laura
Diez Barroso de Laviada*
|
Director
|
|
|
Laura
Diez Barroso de Laviada
|
||
|
Director
|
||
|
Élmer
Franco Macías
|
||
|
/s/Ángel
Losada Moreno*
|
Director
|
|
|
Ángel
Losada Moreno
|
||
|
Director
|
||
|
Rómulo
O’Farrill Jr.
|
||
|
/s/Fernando
Senderos Mestre*
|
Director
|
|
|
Fernando
Senderos Mestre
|
||
|
/s/Marco
Antonio Slim Domit*
|
Director
|
|
|
Marco
Antonio Slim Domit
|
||
|
/s/Rayford
Wilkins, Jr.*
|
Director
|
|
|
Rayford
Wilkins, Jr.
|
||
|
/s/Richard
P. Resnick*
|
Director
|
|
|
Richard
P. Resnick
|
||
|
/s/Amparo
Espinosa Rugarcía*
|
Director
|
|
|
Amparo
Espinosa Rugarcía
|
||
|
/s/Rafael
Kalach Mizrahi*
|
Director
|
|
|
Rafael
Kalach Mizrahi
|
|
/s/Ricardo
Martín
Bringas*
|
Director
|
|
|
Ricardo
Martín Bringas
|
||
|
Director
|
||
|
Larry
I. Boyle
|
||
|
/s/
Héctor Slim Seade*
|
Chief
Executive Officer
|
|
|
Héctor
Slim Seade
|
||
|
/s/Adolfo
Cerezo Pérez
|
Chief
Financial and Accounting Officer
|
|
|
Adolfo
Cerezo Pérez
|
||
|
/s/Donald
J. Puglisi*
|
Authorized
Representative in the United
States
|
|
|
Donald
J. Puglisi
|
|
|
Exhibit
Number
|
||
|
(a)
|
Form
of Amended and Restated Deposit Agreement
|
|
|
(f)
|
Power
of Attorney
|