me´xico d.f., me´xico · information statement dated september 15, 2000 tele´fonos de me´xico,...

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Tele ´fonos de Me ´xico, S.A. de C.V. Parque Vı ´a 190 Colonia de Cuauhte ´moc, 06599 Me ´xico D.F., Me ´xico September 15, 2000 Dear Shareholders: The board of directors of Tele ´fonos de Me ´xico, S.A. de C.V. (‘‘Telmex’’) decided on September 6, 2000, to propose to shareholders to divide Telmex, establishing a new independent company called Ame ´rica Mo ´vil, S.A. de C.V. (‘‘Ame ´rica Mo ´vil’’). We refer to this transaction as the ‘‘Spin-off.’’ Ame ´rica Mo ´vil will focus on the Mexican wireless business and on international opportunities in wireless and other telecommunications businesses. Telmex will focus on the domestic Mexican fixed-line business, including Internet access and data transmission, and related international initiatives. The Spin-off is described in the Information Statement that accompanies this letter. It will be implemented using a procedure under Mexican corporate law called escisio ´n, in which: Ame ´rica Mo ´vil will be established as a new company; specified assets of Telmex (including shares of specified subsidiaries) will be transferred to Ame ´rica Mo ´vil; and each holder of any class of Telmex shares will receive the same number of Ame ´rica Mo ´vil shares of the corresponding class. If you own L Shares or A Shares of Telmex, you will receive L Shares or A Shares of Ame ´rica Mo ´vil, with rights that are generally similar to the Telmex shares. If you own L Share ADSs of Telmex, you will receive L Share ADSs of Ame ´rica Mo ´vil. You will continue to own the same Telmex shares and ADSs after the Spin-off as before. On September 25, 2000, an extraordinary meeting of Telmex shareholders will be held to approve the Spin-off and for related purposes. Approval requires the affirmative vote of a majority of the aggregate voting power of the outstanding AA and A Shares. Carso Global Telecom, S.A. de C.V. and SBC International, Inc., as beneficial owners, intend to vote their shares in favor of the Spin-off, so approval of the Spin-off at the extraordinary meeting is assured without the affirmative vote of any other shareholder. You are not being asked for a proxy and are requested not to send one. In accordance with Mexican law, no proxy solicitation will be conducted, and as a foreign private issuer, Telmex is exempt from the requirements of U.S. law concerning proxy solicitations and information statements. The accompanying Information Statement has been prepared to explain the Spin-off to Telmex shareholders. We are grateful for the loyalty and support of Telmex shareholders and look forward to welcoming them as shareholders of Ame ´rica Mo ´vil. Sincerely, Carlos Slim Helu ´ Chairman of the Board

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Page 1: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

Telefonos de Me´xico, S.A. de C.V.Parque Vı´a 190

Colonia de Cuauhte´moc, 06599Mexico D.F., Mexico

September 15, 2000

Dear Shareholders:

The board of directors of Tele´fonos de Me´xico, S.A. de C.V. (‘‘Telmex’’) decided on September 6,2000, to propose to shareholders to divide Telmex, establishing a new independent company called Ame´ricaMovil, S.A. de C.V. (‘‘America Movil’’). We refer to this transaction as the ‘‘Spin-off.’’ Ame´rica Movil willfocus on the Mexican wireless business and on international opportunities in wireless and othertelecommunications businesses. Telmex will focus on the domestic Mexican fixed-line business, includingInternet access and data transmission, and related international initiatives.

The Spin-off is described in the Information Statement that accompanies this letter. It will beimplemented using a procedure under Mexican corporate law calledescision, in which:

• America Movil will be established as a new company;

• specified assets of Telmex (including shares of specified subsidiaries) will be transferred to Ame´ricaMovil; and

• each holder of any class of Telmex shares will receive the same number of Ame´rica Movil sharesof the corresponding class.

If you own L Shares or A Shares of Telmex, you will receive L Shares or A Shares of Ame´rica Movil, withrights that are generally similar to the Telmex shares. If you own L Share ADSs of Telmex, you will receiveL Share ADSs of Ame´rica Movil. You will continue to own the same Telmex shares and ADSs after theSpin-off as before.

On September 25, 2000, an extraordinary meeting of Telmex shareholders will be held to approve theSpin-off and for related purposes. Approval requires the affirmative vote of a majority of the aggregate votingpower of the outstanding AA and A Shares. Carso Global Telecom, S.A. de C.V. and SBC International, Inc.,as beneficial owners, intend to vote their shares in favor of the Spin-off, so approval of the Spin-off at theextraordinary meeting is assured without the affirmative vote of any other shareholder.

You are not being asked for a proxy and are requested not to send one. In accordance withMexican law, no proxy solicitation will be conducted, and as a foreign private issuer, Telmex is exempt fromthe requirements of U.S. law concerning proxy solicitations and information statements. The accompanyingInformation Statement has been prepared to explain the Spin-off to Telmex shareholders.

We are grateful for the loyalty and support of Telmex shareholders and look forward to welcomingthem as shareholders of Ame´rica Movil.

Sincerely,

Carlos Slim Helu´Chairman of the Board

Page 2: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

Information Statement dated September 15, 2000

Telefonos de Mexico, S.A. de C.V.

This Information Statement relates to a spin-off (the ‘‘ Spin-off’’ ) in which Telefonos de Mexico, S.A.de C.V. (‘‘ Telmex’’ ) will establish a new Mexican corporation called America Movil, S.A. de C.V. (‘‘ AmericaMovil’’ ). The Spin-off will be implemented using a procedure under Mexican corporate law called escision.

The Spin-off is expected to be approved by a majority of holders of Telmex AA Shares and TelmexA Shares at an extraordinary shareholders’ meeting scheduled for September 25, 2000 (the ‘‘ Approval Date’’ ).On the Approval Date, each holder of Telmex shares will become the owner of an equal number of AmericaMovil shares of the corresponding class, but the America Movil shares will not initially be delivered toshareholders. From the Approval Date until a distribution date to be announced (the ‘‘ Share DistributionDate’’ ), Telmex shares and America Movil shares may only be owned and transferred together, and eachTelmex L Share ADS will represent the right to receive 20 America Movil L Shares in addition to 20 TelmexL Shares.

On the Share Distribution Date, which will occur at least 45 days after the Approval Date, AmericaMovil shares will be delivered to Telmex shareholders as of a specified record date. As soon as practicablefollowing the Share Distribution Date, America Movil ADSs, each representing 20 America Movil L Shares,will be delivered to holders of Telmex L Share ADSs as of a specified record date. Telmex currently expectsthat the Share Distribution Date will occur in November 2000.

No consideration will be paid to Telmex or America Movil for the America Movil shares and AmericaMovil ADSs issued as a consequence of the Spin-off. Beginning on or about the Share Distribution Date,Telmex expects that (i) the America Movil L Shares will trade on the Mexican Stock Exchange and theMercado de Valores Latinoamericano (‘‘ Latibex’’ ) in Madrid; (ii) the America Movil L Share ADSs will tradeon the New York Stock Exchange, subject to official notice of distribution, and the Frankfurt Stock Exchange,and will be quoted on the International Stock Exchange of the United Kingdom and the Republic of Ireland,Ltd. (‘‘ SEAQ International’’ ); and (iii) the America Movil A Shares will trade on the Mexican StockExchange. In each case, admission to listing and trading will be subject to approval.

TELMEX IS NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TOSEND TELMEX A PROXY.

Telmex is furnishing this Information Statement solely to provide information to shareholders ofTelmex, who will receive shares of America Movil in the Spin-off. This Information Statement is not, andshould not be construed as, an inducement or encouragement to buy or sell any securities of Telmex orAmerica Movil.

Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of the Spin-off of the America Movil shares or passed upon the accuracy oradequacy of this Information Statement or any document referred to herein. Any representation to thecontrary is a criminal offense.

Page 3: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

Telmex has prepared this Information Statement to explain the Spin-off to its shareholders, who willreceive shares of America Movil in the Spin-off. In accordance with Mexican law, Telmex will not conduct anyproxy solicitation for the extraordinary shareholders’ meeting called to approve the Spin-off. As a foreignprivate issuer, Telmex is exempt from the requirements of the Securities Exchange Act of 1934, as amended(the ‘‘ Exchange Act’’ ), concerning proxy solicitations and information statements.

TABLE OF CONTENTS

Page

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Shareholder Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4The Spin-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8America Movil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Certain Information Concerning Telmex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Controlling Shareholders and Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ADDITIONAL INFORMATION

America Movil will file with the Securities and Exchange Commission (the ‘‘ Commission’’ ) aRegistration Statement on Form 20-F (the ‘‘ America Movil Registration Statement’’ ) to register the AmericaMovil L Shares under Section 12(b) of the Exchange Act and the America Movil A Shares under Section 12(g)of the Exchange Act. As of the date of this Information Statement, the America Movil Registration Statementhas not yet been filed with the Commission. When it is filed, Telmex expects that it will remain subject toamendment before it is declared effective by the Commission. This Information Statement contains limitedinformation with respect to Telmex and America Movil, which is qualified in its entirety by reference to theAmerica Movil Registration Statement and the filings and reports made by Telmex incorporated by reference inthis Information Statement.

Telmex files reports, including annual reports on Form 20-F, and other information with theCommission pursuant to the rules and regulations of the Commission that apply to foreign private issuers.Upon effectiveness of the America Movil Registration Statement, America Movil will also be subject to theserules and regulations and, in accordance therewith, will be required to file reports, including annual reports onForm 20-F, and other information with the Commission. You may read and copy any materials Telmex orAmerica Movil file with the Commission at its Public Reference Room at 450 Fifth Street, NW, Washington,D.C. 20459. You may obtain information on the operation of the Public Reference Room by calling theCommission at (800) SEC-0330. You may also read and copy any materials Telmex files with the Commissionat the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York,New York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

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Page 4: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

INCORPORATION BY REFERENCE

This Information Statement ‘‘ incorporates by reference’’ documents that Telmex and America Movilfile with the Commission, which means that important information is disclosed to you by referring you to thosedocuments. The information incorporated by reference herein is considered to be part of this InformationStatement, and certain later information that Telmex or America Movil file with the Commission willautomatically update and supersede this information. The following documents are incorporated by reference:

• Telmex’s annual report on Form 20-F for the fiscal year ended December 31, 1999 (the ‘‘ Telmex20-F’’ ), filed with the Commission on May 19, 2000;

• Telmex’s reports on Form 6-K, filed with the Commission on April 28, 2000, June 9, 2000 andJuly 21, 2000, respectively;

• the America Movil Registration Statement, to be filed with the Commission; and

• any future filings on Form 20-F made by Telmex or America Movil with the Commission underthe Exchange Act after the date of this Information Statement and prior to the Share DistributionDate, and any future filings by Telmex or America Movil on Form 6-K during such period thatare identified in such forms as being incorporated by reference into this Information Statement.

You may request a copy of any and all of the information that has been incorporated by reference inthis Information Statement and that has not been delivered with this Information Statement, at no cost, bywriting or telephoning Telmex at Parque Vıa 198-701, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico,attention: Investor Relations, telephone (525) 703-3990.

SHAREHOLDER INQUIRIES

Shareholders of Telmex with questions relating to the Spin-off and distribution of the America Movilshares and the America Movil ADSs should contact Telmex at Parque Vıa 198-701, Colonia Cuauhtemoc,06599 Mexico, D.F., Mexico, attention: Investor Relations, telephone (525) 703-3990.

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Page 5: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

SUMMARY

The following is a brief summary of certain information contained elsewhere in this InformationStatement. This summary is qualified in its entirety by the more detailed information set forth in thisInformation Statement.

America Movil . . . . . . . . . . . . . . . . . . . . . . . . . America Movil, S.A. de C.V., a new Mexican corporation,will be established by Telmex in a spin-off (the‘‘ Spin-off’’ ) of Telmex’s Mexican wireless business and,with limited exceptions, Telmex’s international operations.

America Movil will be Mexico’s leading provider ofwireless telecommunications services, with 10.1 millioncustomers and a 70.6% share of the Mexican market as ofJune 30, 2000. It will also build on the strength of itsMexican business with strategic acquisitions andinvestments in the telecommunications sector in LatinAmerica, the United States and Europe. From itsinception, America Movil will have businesses inArgentina, Brazil, Ecuador, Guatemala, Puerto Rico andthe United States. It will continue growing its Mexicanbusiness and seeking opportunities presented by growth,consolidation and technological change in the industry.

Capital Structure of America Movil . . . . . . . . America Movil will have three classes of shares. TheAA Shares and A Shares will have full voting rights. TheL Shares will be entitled to vote only on certain limitedmatters and will have limited preferential rights, asdescribed below.

The number of shares of each class will initially be thesame as the number of Telmex shares of thecorresponding class outstanding on the Approval Date. Ifthe Spin-off had occurred on June 30, 2000, the capitalstructure of America Movil would have been as follows:

Class

Number ofShares

OutstandingPercentageof Capital

Percentageof Voting(1)

(millions)

L Shares(2) . . . . . . . . 11,084 75.4% —AA Shares . . . . . . . . . 3,266 22.2 90.2%A Shares . . . . . . . . . . 354 2.4 9.8

Total . . . . . . . . . . . 14,704 100.0% 100.0%

(1) Except on limited matters for which L Shares will have votingrights.

(2) Excluding L Shares that will be held by America Movil intreasury.

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Page 6: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

The Spin-off . . . . . . . . . . . . . . . . . . . . . . . . . . The Spin-off will be conducted by means of the procedureunder Mexican corporate law called escision or‘‘ split-up.’’ Effective upon approval by a majority ofholders of Telmex AA Shares and Telmex A Shares at anextraordinary shareholders’ meeting scheduled forSeptember 25, 2000 (the ‘‘ Approval Date’’ ):

• America Movil will be established as a newcompany, and specified assets of Telmex (includingshares of specified subsidiaries) will be transferred toAmerica Movil.

• Each owner of Telmex AA Shares will become theowner of the same number of America MovilAA Shares.

• Each owner of Telmex L Shares will become theowner of the same number of America MovilL Shares.

• Each owner of Telmex A Shares will become theowner of the same number of America MovilA Shares.

• Telmex shareholders will also continue to own theirTelmex shares.

Distribution of the America Movil Shares . . . . For an initial period after the Approval Date, AmericaMovil shares will not be separated from Telmex sharesand may only be owned or traded together with theTelmex shares. Following the Approval Date, Telmex willannounce the date on which America Movil shares may beheld and traded separately from Telmex shares (the‘‘ Share Distribution Date’’ ) and the date for determiningthe right to receive America Movil shares (the ‘‘ ShareRecord Date’’ ). These dates will follow a statutory periodof at least 45 days from the Approval Date and areexpected to occur in November 2000.

Distribution of America Movil L ShareADSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Each Telmex L Share ADS represents 20 Telmex

L Shares. Beginning on the Approval Date, each TelmexL Share ADS will also represent the right to receive20 America Movil L Shares.

America Movil will arrange with a U.S. depositary bankto issue new ADSs, each representing 20 America MovilL Shares. On a date (the ‘‘ ADS Distribution Date’’ ) asclose as practicable to the Share Distribution Date, eachrecord holder of Telmex L Share ADSs will receive anequal number of America Movil L Share ADSs. MorganGuaranty Trust Company of New York, the depositary forthe Telmex L Share ADSs, will announce the ADSDistribution Date and the date for determining the right toreceive America Movil L Share ADSs (the ‘‘ ADSRecord Date’’ ).

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Page 7: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

Listing and Trading of America Movil Sharesand ADSs . . . . . . . . . . . . . . . . . . . . . . . . . . . The America Movil shares will not trade separately from

Telmex shares prior to the Share Distribution Date.Beginning on the Share Distribution Date, Telmex expectsthat the America Movil shares will trade as follows:

• L Shares will trade on the Mexican Stock Exchangeand on Latibex in Madrid.

• L Share ADSs will trade on the New York StockExchange and the Frankfurt Stock Exchange, and willbe quoted on SEAQ International.

• A Shares will trade on the Mexican Stock Exchange.

In each case, admission to listing and trading will besubject to approval. The AA Shares will not be listed ortraded on any market.

Conversion Rights of America Movil Shares . . Each America Movil AA Share or A Share may beexchanged at the option of the holder for one L Share,provided that the AA Shares may never represent less than20% of the outstanding capital stock or less than 51% ofthe combined AA Shares and A Shares.

Beginning on January 2, 2001 and concluding onJanuary 31, 2001, each America Movil L Share may beexchanged at the option of the holder for one AA Share,subject to limitations on non-Mexican ownership of AAShares, and provided that the AA Shares and A Sharestogether may never represent more than 51% of theoutstanding capital stock.

Preferential Rights of America MovilL Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . The America Movil L Shares will be entitled to a

cumulative preferred annual dividend before any dividendsare payable on the AA Shares and A Shares. If AmericaMovil pays dividends in addition to the L Share preferreddividend, it will be required to pay in respect of theAA Shares and A Shares first, until they have received thesame amount per share as the L Shares, and then to paythe same amount per share to all three classes. TheL Shares will also be entitled to certain preferences in theevent of liquidation of America Movil.

Shareholder Approval of the Spin-off . . . . . . . The Spin-off requires the affirmative vote of a majority ofholders of Telmex AA Shares and Telmex A Shares. Anextraordinary shareholders’ meeting for this purpose isscheduled for September 25, 2000. Carso Global Telecom,S.A. de C.V. and SBC International, Inc., as beneficialowners, intend to vote their AA Shares in favor of theSpin-off, so approval of the Spin-off at the extraordinarymeeting is assured without the affirmative vote of any

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Page 8: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

other shareholder. No proxy solicitation will be conducted,and holders of Telmex L Shares are not entitled to vote onthe Spin-off.

Certain Rights of Shareholders andCreditors . . . . . . . . . . . . . . . . . . . . . . . . . . . Under limited circumstances, holders of Telmex A Shares

and Telmex AA Shares may have the right to dissent anddemand cash payment for their shares. In addition, duringthe 45-day statutory period following the Approval Date,the Spin-off may be challenged in Mexican courts by anycreditor of Telmex or by any shareholder or group ofshareholders representing at least 20% of the capital stockof Telmex. In connection with such a challenge, a courtmay temporarily suspend the Spin-off in certaincircumstances. Telmex cannot anticipate the consequencesof any such challenge.

Certain U.S. and Mexican TaxConsequences . . . . . . . . . . . . . . . . . . . . . . . . The Spin-off is not a taxable event for Mexican federal

income tax purposes. U.S. tax counsel is expected toprovide Telmex with its opinion that the transactionshould be treated as a tax-free distribution to U.S.shareholders under section 355 of the U.S. InternalRevenue Code of 1986, as amended.

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Page 9: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

THE SPIN-OFF

Overview

The Spin-off will establish America Movil as a new Mexican corporation, independent of Telmex,engaged in the Mexican wireless business and a variety of other businesses outside Mexico. Neither Telmexnor America Movil will own any capital stock of the other. The relationships between the two companies willbe limited to (a) agreements relating to the implementation of the Spin-off, (b) ordinary course commercialrelationships of the kind that normally occur between a major fixed-line network operator and a major wirelessnetwork operator, such as interconnection and co-location of facilities, and (c) certain transitional arrangementsthat will continue while America Movil develops independent capabilities. See ‘‘— Certain Relationshipsbetween Telmex and America Movil’’ . Telmex and America Movil will initially have the same shareholders,and they will continue to be controlled by the same group of shareholders. See ‘‘ Controlling Shareholders andCertain Beneficial Owners’’ .

In the Spin-off, each shareholder of Telmex will become a shareholder of America Movil. However,there will be a statutory period of at least 45 days between the Approval Date, which is the date America Movilwill be established at a Telmex shareholders’ meeting, and the Share Distribution Date, which is the date eachshareholder will receive shares of America Movil that can be held or transferred separately from Telmexshares.

The purpose of the Spin-off is to improve the ability of each of Telmex and America Movil to addressthe distinct challenges and opportunities it faces. The Mexican wireless business and the related investmentsoutside Mexico that will be transferred to America Movil face very different business and regulatoryenvironments from the Mexican fixed-line telecommunications business, including Internet access and datatransmission, that will remain with Telmex. The differences are already reflected in separate corporate andmanagement structures, fixed assets, operations, marketing and billing. Establishing two separate, publicly-traded companies through the Spin-off is expected to provide benefits for both Telmex and America Movil. Inparticular:

• Management energies and corporate strategy will focus more closely on the specificcircumstances of each business. Separate management will be able to pursue objectives moreappropriate to the profile of each specific business than is possible in the current combinedstructure.

• Each company’s financial strategy will reflect its own risks and potential returns on investment.This should permit each company to access financing more efficiently and to adapt its leverage,dividend policies, capital resources and other financial practices to its specific circumstances.Each company will also be in a better position to use equity securities to acquire other companies,or to establish equity-based and other incentive compensation for employees based on theperformance of a more narrowly focused company.

• Each company will be freed from constraints that arise from being part of the same group as theother. These include regulatory restrictions in Mexico and abroad, such as limitations on access tolicenses important to each company’s business. They also include limitations arising underagreements with creditors or with partners in particular investments.

Shareholder Approval

The board of directors of Telmex decided on September 6, 2000 to propose the Spin-off to the Telmexshareholders. On September 25, 2000, Telmex will hold an extraordinary meeting of its shareholders to approvethe Spin-off. Carso Global Telecom, S.A. de C.V. and SBC Communications Inc. beneficially own AA Shares inexcess of the requisite two-thirds majority required to approve the Spin-off, and they intend to vote all theirshares in favor of the Spin-off. Accordingly, the approval of the Spin-off is assured without the affirmative voteof any other shareholder.

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Page 10: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

Telmex is not asking you for a proxy, and you are requested not to send Telmex a proxy. Inaccordance with Mexican law, notice of the extraordinary meeting will be given by publication in Mexicannewspapers, and Telmex will not conduct any proxy solicitation for the meeting. Only the holders of A Sharesand AA Shares are entitled to be present or to vote at the extraordinary meeting.

Description of the Spin-off

The Spin-off will be implemented using a procedure under Mexican corporate law called escision or‘‘ split-up.’’ In an escision, an existing company is divided, creating a new company to which specified assetsand liabilities are allocated. This procedure differs from the procedure by which a spin-off is typicallyconducted in the United States, where a parent company distributes to its shareholders shares of a subsidiary.The escision will be approved on the Approval Date by a single action of the shareholders at the extraordinarymeeting establishing America Movil and allocating certain assets and liabilities of Telmex to America Movil.Prior to the Approval Date, Telmex will reorganize certain of the intermediate holding companies throughwhich it holds various assets and subsidiaries, so as to facilitate the implementation of the Spin-off.

Effective immediately on the Approval Date:

• America Movil will be established as a separate company, with a fully independent legalexistence and full capacity to own and dispose of its assets. Its initial board of directors will beelected at the same extraordinary meeting that approves the Spin-off.

• Specified assets of Telmex, including the shares of specified subsidiaries, will be transferred toAmerica Movil. All the businesses to be conveyed to America Movil are conducted by separatecorporations, and the continuity of existence of those corporations will be undisturbed by theSpin-off.

• All the shares of America Movil will be owned by the shareholders that own Telmex shares as ofthe Approval Date.

• Certain agreements between Telmex and America Movil will take effect.

Promptly following the Approval Date, the shareholders’ resolution from the extraordinary meetingwill be notarized, registered in the Mexican Public Registry of Commerce and published in the Diario Oficial(Official Gazette). Following the registration and publication of the resolution, Mexican law provides for aperiod of 45 days during which the Spin-off may be challenged by certain parties, as described below. AmericaMovil shares will not be delivered or held separately from Telmex shares before the end of this statutoryperiod.

On the Approval Date, the Spin-off will affect Telmex shareholders as follows:

• Each owner of Telmex L Shares will become the owner of the same number of America MovilL Shares.

• Each owner of Telmex A Shares will become the owner of the same number of America MovilA Shares.

• Each owner of Telmex AA Shares will become the owner of the same number of America MovilAA Shares.

• Each Telmex shareholder will continue to own the same number of Telmex shares.

Prior to the Share Distribution Date, however, there will be no separate certificates for America Movil shares,and the right to receive America Movil shares will be transferred together with Telmex shares. Investors willnot be able to buy or otherwise acquire, or sell or otherwise transfer or deliver, Telmex shares or AmericaMovil shares separately.

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The Share Distribution Date

The shares of Telmex and America Movil will be separated following the expiration of the periodduring which the Spin-off may be challenged under Mexican corporate law. See ‘‘— Judicial Proceedings toChallenge the Spin-off’’ . Telmex currently expects to be able to announce the Share Record Date and the ShareDistribution Date no later than November 30, 2000, although no assurances can be given that such anannouncement will be made by such date.

Distribution will generally be made by book entry annotation in the shareholder list maintained byS.D. Indeval, S.A. de C.V., Institucion para Deposito de Valores (‘‘ Indeval’’ ), which is the clearing system forsecurities traded on the Mexican Stock Exchange. Beginning on the Share Distribution Date, it is expected that:

• America Movil A Shares and L Shares will commence trading on the Mexican Stock Exchange.

• Telmex A Shares and L Shares will trade on the Mexican Stock Exchange without the AmericaMovil Shares.

• Shareholders will be able to deliver Telmex shares and America Movil shares separately.

Effects of the Spin-off on Holders of Telmex L Share ADSs

As of the Approval Date, each Telmex L Share ADS will represent, in addition to 20 Telmex LShares, the right to receive 20 America Movil L Shares to be distributed on the Share Distribution Date.

America Movil will arrange with a U.S. depositary bank to issue ADSs, each representing 20 AmericaMovil L Shares. On the ADS Distribution Date, America Movil L Share ADSs will be issued and distributed toeach record holder of Telmex L Share ADSs at the close of business (New York time) on the ADS RecordDate. Trading of America Movil L Share ADSs on the New York Stock Exchange will begin on the ADSDistribution Date. Telmex currently expects that Morgan Guaranty Trust Company of New York, thedepositary of the Telmex L Share ADSs, will announce the ADS Record Date and the ADS Distribution Dateon or about the same date on which Telmex announces the Share Record Date and the Share Distribution Date,although no assurances can be given that such an announcement will be made by such date.

Persons holding Telmex L Share ADSs through the facilities of The Depository Trust Company(‘‘ DTC’’ ) will receive the distribution of America Movil L Share ADSs by book entry only, through thefacilities of DTC. Persons holding Telmex L Share ADSs directly will receive the distribution of AmericaMovil L Share ADSs in the form of certificated American Depositary Receipts (‘‘ ADRs’’ ) representingAmerica Movil L Share ADSs. These ADRs will be mailed to direct holders of Telmex L Share ADSs on or assoon as practicable after the ADS Distribution Date. Persons holding Telmex L Share ADSs through a brokeror other securities intermediary should consult such broker or other securities intermediary concerningdistribution of the America Movil L Share ADSs.

Effects of the Spin-off on Holders of Telmex A Share ADSs

Several depositary banks have issued ADSs representing Telmex A Shares. These ADSs are‘‘ unsponsored’’ by Telmex, meaning that Telmex is not a party to the deposit agreements and has not approvedor participated in the establishment of these ADS programs.

The effect of the Spin-off on holders of Telmex A Share ADSs will depend on the actions taken by thedepositary banks and the provisions of the deposit agreements. Telmex has not yet determined whether asponsored ADS program will be established for the America Movil A Shares.

Effects of the Spin-off on Holders of Telmex Convertible Debentures

In 1999, Telmex issued U.S.$1,000,000,000 aggregate principal amount of 4.25% Convertible SeniorDebentures due 2004 (the ‘‘ Debentures’’ ), which are convertible into Telmex L Share ADSs. The conversionrate is currently 21.07 ADSs per U.S.$1,000 principal amount of Debentures, which corresponds to an effective

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conversion price of approximately U.S.$47.46 per ADS. As a result of the Spin-off, the conversion rate will beadjusted, reducing the effective conversion price, based on the fair market value of the America Movil sharesdistributed to Telmex shareholders. Under the Indenture governing the Debentures, the fair market value ofAmerica Movil shares is to be determined by the board of directors of Telmex.

Telmex management intends to propose to the board of directors that the fair market value of theAmerica Movil shares be determined based on the relative market prices of Telmex L Shares and AmericaMovil L Shares following the Share Distribution Date. If the board of directors follows this recommendation,then, in accordance with the applicable provisions of the Indenture, the conversion rate will be multiplied by afraction (TM + AM)/TM, where

• AM equals the average last reported sale price of America Movil L Shares over the first 20trading days on which America Movil L Shares trade on the Mexican Stock Exchange; and

• TM equals the average last reported sale price of Telmex L Shares over the first 20 trading dayson which Telmex L Shares trade on the Mexican Stock Exchange ex the America Movil LShares.

Certain Relationships between Telmex and America Movil

Immediately after the Spin-off, Telmex will not own any America Movil shares or America Movil LShare ADSs and America Movil will not own any Telmex shares or Telmex L Share ADSs. Under Mexicanlaw, Telmex will remain jointly and severally liable for the obligations of Telmex assumed by America Movilpursuant to the Spin-off for a period of three years beginning on the Approval Date. Such liability, however,will not extend to any obligation to a person or entity that has given its express consent relieving Telmex ofsuch liability and approving the Spin-off.

Following the Spin-off, there will be a variety of contractual relationships between Telmex andAmerica Movil, both to accomplish the separation of the Spin-off and to provide for ongoing commercialrelationships. These will be fully described in the America Movil Registration Statement. They fall into threebroad categories.

Arrangements Implementing the Spin-off. The separation of the two companies and the transfer ofassets and liabilities to America Movil will be effected by the action of the Telmex shareholders at theextraordinary shareholders’ meeting. Telmex and America Movil will also be obligated to further ensure thatthe purposes of the Spin-off are fully achieved, by virtue of shareholder resolutions or other arrangementsproviding for such matters as indemnification, releases, assistance in obtaining consents, exchange ofinformation, covenants relating to the tax treatment of the Spin-off and similar matters.

Transitional Services. Telmex and America Movil will enter into an agreement under which Telmexwill provide a variety of services to America Movil on an interim basis. These services will include certain dataprocessing and corporate support and administrative services. They will generally be provided at cost plus aspecified percentage.

Continuing Commercial Relationships. Telmex and America Movil each have extensivetelecommunications operations in closely related markets, particularly in Mexico. As a result, they will have awide variety of ongoing relationships, many of which are already in place. These include interconnectionbetween networks and use of each other’s services. In general, these relationships will be governed by termssimilar to those on which each company does business with other independent parties.

Approvals and Consents

In connection with the Spin-off, Telmex and America Movil will require consents from certaincreditors and from other participants in certain investments that will be transferred to America Movil. Telmexdoes not expect to obtain all these consents before the Approval Date, and it is possible that some of them will

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be obtained only after a long period of time, or not at all. Failure to obtain consents from creditors could resultin Telmex or America Movil being in default under certain of their respective debt obligations. Failure toobtain consents for the transfers of certain investments to America Movil could result in the delay or reversalof such transfers.

Where obligations of Telmex will be transferred to America Movil, consent of the relevant creditorswill be required in order for America Movil to succeed to the rights and obligations of Telmex. In these cases,failure to obtain consent from creditors may require that Telmex remain liable for certain obligations ofAmerica Movil, including indebtedness and credit support provided to certain subsidiaries and affiliates ofAmerica Movil. America Movil will agree to indemnify Telmex against liabilities of this kind.

In addition, Telmex will be required to obtain clearance from the Mexican competition authorities.

Withdrawal Rights

Under Mexican corporate law, a holder of Telmex A Shares or AA Shares may, as a result of theSpin-off, have the right to withdraw the capital represented by its shares. In order to exercise the right ofwithdrawal, a shareholder must vote against the Spin-off at the extraordinary shareholders’ meeting at which itis approved, and then give notice of its intention to exercise its withdrawal rights within 15 days ofadjournment of the extraordinary meeting. A shareholder who has complied with these steps is entitled toreimbursement of its shares in proportion to the net assets of Telmex as reflected on the most recent annualbalance sheet that has been approved by the shareholders of Telmex.

Judicial Proceedings to Challenge the Spin-off

Under Mexican corporate law, for a period of 45 days following the registration and publication of theshareholders’ resolution approving the Spin-off, any shareholder or group of shareholders representing at least20% of the entire capital stock of Telmex, or any creditor of Telmex, may commence judicial proceedings inMexican courts to challenge the Spin-off. In connection with such a challenge, a court may temporarilysuspend the Spin-off, if the party bringing the proceedings posts bond as security for damages and losses whichmight be suffered by Telmex as a result of the challenge. The suspension may continue until there is a final,non-appealable judicial declaration that the challenge is unfounded or an agreement between the challengingparty and Telmex. Once the period has expired and the by-laws of America Movil have been notarized andregistered in the Public Registry of Commerce, the Spin-off may no longer be challenged by creditors orshareholders. Telmex does not plan to distribute the America Movil shares until at least 45 days from theApproval Date, and it may further defer the distribution if there are challenges to the Spin-off or for any otherreason.

The legal grounds on which an escision may be challenged, and the remedies a court may impose if itsustains the challenge, are not specified in Mexican corporate law and have not been the subject of extensivepractical experience or commentary. Telmex is unable to anticipate whether any party will challenge the Spin-off or, if so, what standards the Mexican courts will apply to rule on the challenge, what procedures they willfollow in conducting proceedings or what remedies they will impose.

Certain U.S. and Mexican Tax Consequences

Mexican Tax Consequences

The following discussion summarizes the principal Mexican tax consequences of the Spin-off to aholder of Telmex shares or Telmex ADSs that does not reside in Mexico for purposes of Mexican taxation (a‘‘ non-Mexican holder’’ ), but it does not purport to be a comprehensive description of all the taxconsiderations that may be relevant to the holders of Telmex shares or Telmex ADSs.

The receipt by non-Mexican holders of America Movil shares or America Movil L Share ADSs inconnection with the Spin-off will not be subject to Mexican personal income tax, corporate income tax orcapital gains tax.

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Telmex will not be subject to Mexican income tax on the transfer of assets to America Movil in theSpin-off, provided that at least 51% of the aggregate issued and outstanding A and AA Shares of each Telmexand America Movil are not transferred for a period of one year after the Mexican tax authorities have beennotified of the Spin-off. Telmex intends to notify the tax authorities after the expiration of the 45-day statutoryperiod described in ‘‘— Judicial Proceedings to Challenge the Spin-off’’ , and Carso Global Telecom, S.A. deC.V., a beneficial holder of more than 51% of the aggregate issued and outstanding A and AA Shares ofTelmex as of the date of this Information Statement, has informed Telmex that it intends to comply with theone-year restriction on transfer.

For purposes of Mexican taxation, a natural person resides in Mexico if he or she has established hisor her home in Mexico, unless he or she has resided in another country for more than 183 consecutive ornonconsecutive days in any calendar year, and can demonstrate that he or she has become a resident of thatcountry for tax purposes. A legal entity resides in Mexico for Mexican tax purposes if it was incorporated inMexico, or has its principal administrative office or the effective location of its management is in Mexico. AMexican citizen is presumed to be a resident of Mexico unless such person can demonstrate otherwise. If anon-resident of Mexico has a permanent establishment or fixed base in Mexico, he or she will be subject toMexican taxes in accordance with applicable Mexican tax laws.

There are no Mexican stamp, issue, registration or similar taxes or duties payable by holders ofTelmex shares or Telmex ADSs in connection with the Spin-off.

United States Tax Consequences

This summary describes the principal U.S. federal income tax consequences of the Spin-off to U.S.holders (as defined below) of Telmex shares or Telmex ADSs. It does not purport to be a comprehensivedescription of all of the tax consequences of the Spin-off that may be relevant to such a U.S. holder. Thissummary applies only to U.S. holders of Telmex shares or Telmex ADSs holding the Telmex shares or TelmexADSs as capital assets and does not apply to special classes of U.S. holders such as dealers in securities orcurrencies, holders with a functional currency other than the U.S. dollar, holders of 10% or more of the sharesof Telmex (whether held directly or through ADSs or both), tax-exempt organizations, financial institutions,holders liable for the alternative minimum tax, securities traders electing to account for their investment inTelmex shares or Telmex ADSs on a mark-to-market basis, and persons holding Telmex shares or TelmexADSs in a hedging transaction or as part of a straddle or conversion transaction.

For purposes of this discussion, a ‘‘ U.S. holder’’ is a holder of Telmex shares or Telmex ADSs that is(i) a citizen or resident of the United States of America, (ii) a corporation organized under the laws of theUnited States of America or any state thereof, or (iii) otherwise subject to U.S. federal income taxation on a netincome basis with respect to the Telmex shares or Telmex ADSs.

Each U.S. holder should consult such holder’s own tax advisor concerning the overall taxconsequences to it, including the consequences of the Spin-off arising under foreign, state and local laws.

Cleary, Gottlieb, Steen & Hamilton, U.S. tax advisors to Telmex (‘‘ U.S. tax counsel’’ ), will deliver onthe Approval Date an opinion regarding certain U.S. federal income tax consequences of the Spin-off. Thatopinion will be rendered on the basis of facts, representations and assumptions set forth or referred to in theopinion. In rendering this opinion, U.S. tax counsel will require and will rely upon factual representations as setforth in certificates of officers of Telmex and SBC International, Inc. Based on the information currentlyavailable, Telmex expects that the opinion of U.S. tax counsel will be that a U.S. holder should be treated asreceiving a tax-free distribution on the Approval Date of the America Movil shares (or America Movil ADSs)pursuant to section 355(a) of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘ Code’’ ). TheApproval Date is the date on which Telmex shareholders become the deemed owners of the America Movilshares or America Movil ADSs. Because the Spin-off should be viewed as occurring on the Approval Date,U.S. holders should not be considered to receive any additional distribution on the Share Distribution Date orthe ADS Distribution Date.

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Based on the foregoing, U.S. holders should not recognize any income, gain or loss for U.S. federalincome tax purposes in connection with the Spin-off. A U.S. holder’s aggregate basis in the Telmex shares (orTelmex ADSs) and America Movil shares (or America Movil ADSs) after the Spin-off will equal such U.S.holder’s former basis in the Telmex shares (or Telmex ADSs) prior to the Spin-off. Such aggregate basis willbe allocated among the Telmex shares (or Telmex ADSs) and the America Movil shares (or America MovilADSs) in proportion to their respective fair market values.

A U.S. holder’s holding period in a Telmex share (or Telmex ADS) will continue after the Spin-off,and the holding period of a America Movil share (or America Movil ADS) will include the holding period ofthe Telmex share (or Telmex ADS) with respect to which it was received. A U.S. holder that receives AmericaMovil shares in respect of Telmex shares should not be treated as receiving ‘‘ section 306 stock’’ (a term thathas a technical definition under the Code).

Treasury regulations require each U.S. holder of Telmex shares (or Telmex ADSs) that receivesAmerica Movil shares (or America Movil ADSs) pursuant to the Spin-off to attach to its U.S. federal incometax return for the year in which the Spin-off occurs a detailed statement setting forth information concerningthe applicability of Code section 355 to the Spin-off. Telmex will make available to such holders a statementproviding the information necessary to comply with this requirement and information with respect to theallocation of tax basis between Telmex shares (or Telmex ADSs) and America Movil shares (or America MovilADSs).

The opinion of U.S. tax counsel described above will not be binding on the Internal RevenueService (the ‘‘Service’’) or the courts, and no rulings will be sought from the Service on any of the issuesdiscussed in this section. It is possible that the Service would seek to recharacterize the Spin-off as ataxable dividend of America Movil shares to the shareholders of Telmex (to the extent of Telmex’scurrent and accumulated earnings and profits, as measured in accordance with U.S. federal income taxprinciples). If the Service were to prevail, a U.S. holder would be treated as receiving ordinary dividendincome on the Approval Date in an amount equal to the fair market value of the America Movil shares (orAmerica Movil ADSs) received.

Based on the opinion of U.S. tax counsel, a holder of Telmex shares (or Telmex ADSs) that is not aU.S. holder will not be subject to U.S. federal income or withholding tax in respect of the distribution ofAmerica Movil shares (or America Movil ADSs) in connection with the Spin-off.

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AMERICA MOVIL

America Movil will be a sociedad anonima de capital variable organized under the laws of Mexicowith its principal executive offices at Lago Alberto 366, Colonia Anahuac, 11320, Mexico D.F., Mexico. Thetelephone number of America Movil will initially be (525) 703-3990. America Movil will focus on theMexican and international wireless markets (particularly in Latin America, the United States and Europe) andon enhancing and expanding the telecommunications services that it provides. The principal businesses Telmexwill transfer to America Movil are described briefly below. The America Movil Registration Statement willcontain a full description of its businesses.

Telcel

Under the trademark ‘‘ Telcel’’ , America Movil will provide Mexico’s only single nationwide wirelessservice, with a cellular telecommunications network covering approximately 16.2% of the geographical area ofMexico, including all major cities, and approximately 75.3% of Mexico’s population. America Movil will bethe leading provider of cellular service in Mexico, with 10.1 million customers and a 70.6% share of theMexican market as of June 30, 2000.

Other Businesses

America Movil will build on the strength of its Mexican business by making strategic acquisitions andother investments primarily in Latin America and in the United States. Its principal initial operations, inaddition to its Mexican cellular business, are shown in the table below. Ownership percentages represent thecombined direct and indirect equity interest America Movil will hold.

Location NameOwnershipPercentage Description

Latin America BCI Joint Venture 50% Joint venture with Bell Canada International(‘‘ BCI’’ ), with operations initially in Brazil,Colombia and Venezuela. Agreements were signed inJune 2000 and are currently pending completion. Theagreements may be amended to add SBC Internationalas a partner with a 12% interest, reducing Telmex’sinterest to 44%.

Argentina Telecom Americas 60% Joint venture that controls Techtel, an Argentineprovider of data and video transfer solutions andvalue-added telecommunications services. Subject tonegotiations, Telmex expects that its interest inTelecom Americas will be contributed to the BCIJoint Venture.

Brazil ATL-Algar Telecom Leste(‘‘ ATL’’ )

25% B-band cellular concessionaire operating in the statesof Rio de Janeiro and Espiritu Santo. Other investorsinclude Algar Telecom, Williams Communicationsand SBC International. Telmex has agreed tocontribute its investment in ATL to the BCI JointVenture and, subject to negotiations, expects that the25% interest of SBC International will also becontributed to the BCI Joint Venture.

Ecuador Conecel 60% Cellular telecommunications provider.

Guatemala Telecomunicacionesde Guatemala (‘‘ Telgua’’ )

83% Provider of fixed and wireless services and a range ofother telecommunications services.

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Location NameOwnershipPercentage Description

Puerto Rico Cellular Communicationsof Puerto Rico (‘‘ CCPR’’ )

50% Provider of wireless, paging and long distance servicesunder the ‘‘ Cellular One’’ brand. SBC Internationalowns the other 50% of the capital stock.

United States Topp Telecom 97% Reseller of cellular service through prepaid telephonecards.

United States Comm South 97% Provider of prepaid local wireline telephone services toresidential customers.

United States CompUSA 49% Retailer of personal computing equipment. GrupoSanborns, a subsidiary of Grupo Carso, which is anaffiliate of Telmex, owns the remaining capital stock.

In addition to these principal operations, America Movil will hold a number of investments, including5.9% of the shares of Network Access Solutions Corporation and 17.5% of the shares of First MarkComunicaciones Espana, S.L. America Movil will also own 49% of the capital stock of Empresas Cablevision,S.A. de C.V., a supplier of cable television services. America Movil is expected to dispose of all or a portion ofthis investment at some time in the future.

Brief descriptions of each of these assets may be found in the America Movil Registration Statement,which is incorporated by reference into this Information Statement.

Capital Structure of America Movil

America Movil will have three classes of shares. The number of shares of each class will initially bethe same as the number of Telmex shares of the corresponding class outstanding on the Approval Date. If theSpin-off had occurred on June 30, 2000, the capital structure of America Movil would be as follows:

Class

Number ofShares

OutstandingPercentageof Capital

Percentageof

Voting(1)

(millions)

L Shares (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,084 75.4% —AA Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,266 22.2 90.2%A Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354 2.4 9.8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,704 100.0% 100.0%

(1) Except on limited matters for which L Shares will have voting rights.(2) Excluding L Shares that will be held by America Movil in treasury.

The America Movil AA Shares and America Movil A Shares will have full voting rights. The AmericaMovil L Shares will be entitled to vote only on certain limited matters and will have limited preferential rights,as described below.

• Holders of America Movil L Shares will be entitled to elect two of the members of the board ofdirectors of America Movil. The board of directors is currently expected to have 13 members.

• Holders of America Movil L Shares will be entitled to vote on (i) the transformation of AmericaMovil from one type of company to another, (ii) any merger in which America Movil is not thesurviving entity or any merger with an entity whose principal corporate purposes are differentfrom those of America Movil, (iii) the extension of America Movil’s corporate life, (iv) thevoluntary dissolution of America Movil, (v) a change in the corporate purpose of America Movil,(vi) a change in America Movil’s state of incorporation, (vii) removal of the America Movilshares from listing on the Mexican Stock Exchange or any foreign stock exchange, and (viii) anyaction that would prejudice the rights of holders of America Movil L Shares and not prejudice theother classes of shares similarly.

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• Holders of America Movil L Shares will be entitled to receive a cumulative preferred annualdividend before any dividends are payable in respect of any other class of America Movil capitalstock. The amount per share of the preferred annual dividend will be equal to 5% of the valueattributed to one share in America Movil’s by-laws. If America Movil pays dividends withrespect to any fiscal year in addition to the L Share preferred dividend, such dividends must beallocated (i) first, to the payment of dividends with respect to the America Movil A Shares andAmerica Movil AA Shares, in an equal amount per share, up to the amount of the L Sharepreferred dividend, and (ii) second, to the payment of dividends with respect to all classes ofAmerica Movil shares such that the dividend per share is equal.

• Upon liquidation of America Movil, holders of America Movil L Shares will be entitled to aliquidation preference equal to (i) accrued but unpaid L Share preferred dividends plus (ii) thecapital attributable to such shares as set forth in America Movil’s by-laws before any distributionis made in respect of America Movil’s other capital stock in accordance with Article 113 of theMexican Companies Law. Following payment in full of any such amount, holders of AmericaMovil AA and A Shares will be entitled to receive, if available, an amount per share equal to theliquidation preference paid per America Movil L Share. Following payment in full of theforegoing amounts, all shareholders of America Movil will share equally, on a per share basis, inany remaining amounts payable in respect of America Movil’s capital stock.

Each America Movil AA Share or A Share may be exchanged at the option of the holder for oneAmerica Movil L Share, provided that the America Movil AA Shares may never represent less than 20% of theoutstanding capital stock or less than 51% of the combined America Movil AA Shares and A Shares.

Beginning on January 2, 2001 and concluding on January 31, 2001, each America Movil L Share maybe exchanged at the option of the holder for one America Movil AA Share, provided that (i) the AmericaMovil AA Shares and America Movil A Shares together may never represent more than 51% of the outstandingcapital stock and (ii) America Movil AA Shares are subject to limitations on non-Mexican ownership.

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CERTAIN INFORMATION CONCERNING TELMEX

Telmex is a sociedad anonima de capital variable organized under the laws of Mexico with itsprincipal executive offices at Parque Vıa 190, Colonia de Cuauhtemoc, 06599, Mexico D.F., Mexico. Thetelephone number of Telmex at this location is (525) 703-3990. The Telmex 20-F, which is incorporated byreference into this Information Statement, contains a description of its business and a review of its financialcondition and performance through December 31, 1999. Unaudited interim financial information andcommentary on Telmex’s financial condition and performance during 2000 are contained in Telmex’s reportson Form 6-K filed on April 28, 2000, June 9, 2000 and July 21, 2000, which are also incorporated by referenceinto this Information Statement.

After the Spin-off, Telmex will continue to operate the largest telecommunications system in Mexico.It will also continue to provide other telecommunications and telecommunications-related services such asdirectory services, data transmission, Internet access, paging service and interconnection services to othercarriers. Through a joint venture with Microsoft Corporation, it will continue to operate the T1MSN Internetportal marketed to the Spanish-speaking Americas.

Recent Developments

Regulation

On September 11, 2000, the Mexican telecommunications regulatory agency (‘‘ Cofetel’’ ) adoptedregulations on rates, quality of service and disclosure of information that apply to Telmex as a dominantcarrier. The regulations impose additional restrictions on Telmex’s customer rates, interconnection rates,commercial strategy and operations. Telmex is currently analyzing the regulations and possible challenges tothe regulations. Telmex is not able to predict when or how any legal challenges to the regulations will beresolved or whether it will be adversely affected by these regulations or any further measures to regulate it as adominant provider.

Telgua

Telmex owns a controlling interest in Telgua, a telecommunications company in Guatemala, whichwill be transferred to America Movil in the Spin-off. In June 2000, the executive branch of the Guatemalangovernment issued declarations concerning Empresa Guatemalteca de Telecommunicaciones (‘‘ Guatel’’ ), aGuatemalan state agency that conducted the privatization of Telgua. The declarations state that certain actionsof Guatel relating to the privatization of Telgua were contrary to the interests of the Guatemalan state. InSeptember 2000, the Guatemalan government commenced judicial proceedings against Guatel, Telgua andcertain other parties involved in the privatization alleging certain improprieties in connection with theprivatization and seeking a variety of remedies, including reversal of the privatization. Telgua has not beenformally notified of such proceedings. Telmex is not able to predict whether any further legal or administrativeprocess will follow, but it will monitor further developments and expects that Telgua will have an opportunityto be heard and to participate in any such process.

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PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial statements set forth below show how the Spin-off would haveaffected the financial condition and results of Telmex if it had occurred earlier. They are based on (a) theconsolidated financial statements of Telmex as of and for the year ended December 31, 1999 and as of and forthe six months ended June 30, 2000, (b) the financial statements as of the same dates and for the same periodsof the companies that will be subsidiaries of America Movil following the Spin-off, as currently contemplated,(c) the allocation of assets and liabilities between Telmex and America Movil in the Spin-off, as currentlycontemplated, (d) the allocation of certain assets and liabilities in the reorganization that will precede the Spin-off, as currently contemplated, and (e) the assumed refinancing or disposition of indebtedness of Telmex heldby a subsidiary that will be transferred to America Movil. This information is preliminary and may be subjectto change. The pro forma financial statements consist of:

• condensed consolidated balance sheets as of June 30, 2000, giving effect to the Spin-off as if ithad occurred on June 30, 2000; and

• condensed consolidated statements of income for the year ended December 31, 1999 and for thesix months ended June 30, 2000, each giving effect to the Spin-off as if it had occurred onJanuary 1, 1999.

The pro forma financial information is unaudited. It is presented in accordance with generally acceptedaccounting principles in Mexico (‘‘ Mexican GAAP’’ ), which differ in some significant respects from generallyaccepted accounting principles in the United States (‘‘ U.S. GAAP’’ ). Note 15 to the audited financialstatements included in the Telmex 20-F provides a description of the principal differences between MexicanGAAP and U.S. GAAP, as they relate to Telmex, and a reconciliation to U.S. GAAP of operating income, netincome and total shareholders’ equity. The pro forma condensed consolidated statements of income for the yearended December 31, 1999 set forth below include approximate data on operating income and net income underU.S. GAAP, but we have not otherwise prepared pro forma information on a U.S. GAAP basis.

Mexican GAAP requires restatement of all financial statements in constant Mexican pesos as of thedate of the most recent balance sheet presented. The pro forma financial statements have been restated inconstant Mexican pesos with purchasing power as of June 30, 2000.

The pro forma financial statements should be read in conjunction with the financial data presentedelsewhere in this Information Statement and in the Telmex 20-F and the America Movil Registration Statement,which are incorporated by reference into this Information Statement. They may not reflect the future results ofoperations or financial position of Telmex or America Movil or what the results of operations would have beenif Telmex and America Movil had been operated as separate companies prior to the Spin-off.

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Page 21: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS AS OF JUNE 30, 2000(millions of constant pesos as of June 30, 2000)

Telmex(Consolidated)

(A)

AmericaMovil

(B)Adjustments

(C)

Telmex(Pro Forma)

(D)

AssetsCurrent assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . Ps. 20,759 Ps.30,718 Ps.17,119 Ps. 7,160Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . 23,225 5,087 1,235 19,373Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 4,778 2,136 — 2,642

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,762 37,941 18,354 29,175

Plant, property and equipment, net . . . . . . . . . . . . . . . . . 121,397 19,988 — 101,409Inventories, primarily for use in construction of the

telephone plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,060 4,812 — 2,248Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,517 17,244 — 3,273Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,820 2,013 — 8,807

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.208,556 Ps.81,998 Ps.18,354 Ps.144,912

Liabilities and stockholders’ equityCurrent liabilities:

Current portion of long-term debt . . . . . . . . . . . . . . . . Ps. 21,202 Ps. 2,287 Ps. — Ps. 18,915Accounts payable and accrued liabilities . . . . . . . . . . . 16,150 7,485 1,235 9,900Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,270 2,692 — 10,578

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 50,622 12,464 1,235 39,393

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,018 4,726 17,119 40,411Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,139 313 — 5,826

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,779 17,503 18,354 85,630

Total stockholders’ equity (E) . . . . . . . . . . . . . . . . . . . . . 123,777 64,495 — 59,282

Total liabilities and stockholders’ equity . . . . . . . . . . . . . Ps.208,556 Ps.81,998 Ps.18,354 Ps.144,912

See accompanying notes.

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Page 22: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME FOR THESIX MONTHS ENDED JUNE 30, 2000

(millions of constant pesos as of June 30, 2000, except share and per share data)

Telmex(Consolidated)

(A)

AmericaMovil

(F)Adjustments

(G)

Telmex(Pro Forma)

(H)

Operating revenues:International long-distance service . . . . . . . . . . . . . . . . Ps. 5,916 Ps. 165 Ps. 28 Ps. 5,779Domestic long-distance service . . . . . . . . . . . . . . . . . . 12,139 976 750 11,913Local service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,490 6,440 151 22,201Interconnection service . . . . . . . . . . . . . . . . . . . . . . . . 5,550 2,326 2,319 5,543Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,484 1,886 27 1,625

55,579 11,793 3,275 47,061

Operating costs and expenses:Cost of sales and services . . . . . . . . . . . . . . . . . . . . . . 15,277 5,617 3,259 12,919Commercial, administrative and general . . . . . . . . . . . . 10,741 2,946 16 7,811Depreciation and amortization . . . . . . . . . . . . . . . . . . . 10,499 1,223 — 9,276

36,517 9,786 3,275 30,006

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,062 2,007 — 17,055

Comprehensive financing cost:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,824) (263) (85) (1,646)Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,092 469 85 2,708Exchange loss, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 516 323 — 193Monetary effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (601) (141) — (460)

1,183 388 — 795

Income before income tax and employee profit sharing . . . 17,879 1,619 — 16,260

Provisions for:Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,927 536 — 4,391Employee profit sharing . . . . . . . . . . . . . . . . . . . . . . . 1,518 55 — 1,463

6,445 591 — 5,854

Income before equity in results of affiliates and minorityinterest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,434 1,028 — 10,406

Equity in results of affiliates . . . . . . . . . . . . . . . . . . . . . . (294) (191) — (103)

Net income before minority interest . . . . . . . . . . . . . . . . . 11,140 837 — 10,303

Minority interest in loss of subsidiaries . . . . . . . . . . . . . . 126 123 — 3

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.11,266 Ps. 960 — Ps.10,306

Weighted average common shares outstanding(in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,927 14,927 — 14,927

Net income per share (in pesos):Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps. 0.755 Ps. 0.064 — Ps. 0.690Diluted (I) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.743 0.064 — 0.680

U.S. GAAP:Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.16,493 Ps. 1,627 — Ps.14,866Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,229 192 — 11,037

See accompanying notes.

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Page 23: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME FOR THEYEAR ENDED DECEMBER 31, 1999

(millions of constant pesos as of June 30, 2000, except share and per share data)

Telmex(Consolidated)

(A)

AmericaMovil

(F)Adjustments

(G)

Telmex(Pro Forma)

(H)

Operating revenues:International long-distance service . . . . . . . . . . . . . . . . Ps. 12,054 Ps. 12 Ps. 3 Ps.12,045Domestic long-distance service . . . . . . . . . . . . . . . . . . 22,647 1,317 866 22,196Local service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,486 9,271 168 44,383Interconnection service . . . . . . . . . . . . . . . . . . . . . . . . 5,356 1,827 2,041 5,570Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,006 2,667 382 4,721

100,549 15,094 3,460 88,915

Operating costs and expenses:Cost of sales and services . . . . . . . . . . . . . . . . . . . . . . 24,634 7,170 3,663 21,127Commercial, administrative and general . . . . . . . . . . . 19,868 4,495 (106) 15,267Depreciation and amortization . . . . . . . . . . . . . . . . . . . 18,213 1,274 29 16,968

62,715 12,939 3,586 53,362

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,834 2,155 (126) 35,553

Comprehensive financing (income) cost:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,942) (263) (135) (4,814)Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,139 382 142 4,899Exchange loss, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 9 27 79Monetary effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (393) (147) 1 (245)

(135) (19) 35 (81)

Income before income tax and employee profit sharing . . 37,969 2,174 (161) 35,634

Provisions for:Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,170 56 5 9,119Employee profit sharing . . . . . . . . . . . . . . . . . . . . . . . 2,710 110 1 2,601

11,880 166 6 11,720

Income before equity in results of affiliates and minorityinterest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,089 2,008 (167) 23,914

Equity in results of affiliates . . . . . . . . . . . . . . . . . . . . . . (83) 15 (13) (111)

Net income before minority interest . . . . . . . . . . . . . . . . 26,006 2,023 (180) 23,803

Minority interest in loss of subsidiaries . . . . . . . . . . . . . . 224 289 65 —

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps. 26,230 Ps. 2,312 Ps. (115) Ps.23,803

Weighted average common shares outstanding(in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,092 15,092 — 15,092

Net income per share (in pesos):Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps. 1.738 Ps. 0.153 — Ps. 1.577Diluted (I) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.699 0.153 — 1.541

U.S. GAAP:Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps. 31,516 Ps. 1,548 Ps. (480) Ps.29,488Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,469 661 Ps.(1,221) 22,587

See accompanying notes.

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Page 24: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A. Consolidated balance sheet and statements of income of Telmex, as previously reported. The statements ofincome for the year ended December 31, 1999 have been restated in constant pesos as of June 30, 2000 byapplying a factor of 1.0439 to reflect inflation from January 1 to June 30, 2000.

B. Combined balance sheet of America Movil, giving effect to the Spin-off as if it had occurred as of June30, 2000. This information is based on (a) the balance sheets as of June 30, 2000 of the companies thatwill be subsidiaries of America Movil following the Spin-off, as currently contemplated, (b) the allocationof assets and liabilities between Telmex and America Movil in the Spin-off, as currently contemplated, (c)the allocation of certain assets and liabilities in the reorganization that will precede the Spin-off, ascurrently contemplated, and (d) the assumed refinancing or disposition of indebtedness of Telmex held bya subsidiary that will be transferred to America Movil. This information is preliminary and may be subjectto change.

C. This column sets forth intercompany balances, which were previously eliminated in consolidation, betweenTelmex and subsidiaries that will be transferred to America Movil in the Spin-off. These balances ariseprimarily from intercompany indebtedness (see Note B) and purchases and sales of services (see Note G).

D. Consolidated pro forma balance sheet of Telmex, giving effect to the Spin-off as if it had occurred onJune 30, 2000 (see Note B).

E. The allocation of total stockholders’ equity of Telmex and America Movil between capital stock, premiumon sale of shares and retained earnings will be based on actions to be taken by the shareholders’ meetingon the Approval Date.

F. Combined statements of income of America Movil, giving effect to the Spin-off as if it had occurred onJanuary 1, 1999. This information is based on (a) the statements of income for the year ended December31, 1999 and for the six months ended June 30, 2000 of the companies that will be subsidiaries ofAmerica Movil following the Spin-off, as currently contemplated, (b) the allocation of assets and liabilitiesbetween Telmex and America Movil in the Spin-off, as currently contemplated, and (c) the allocation ofcertain assets and liabilities in the reorganization that will precede the Spin-off, as currently contemplated.This information is preliminary and may be subject to change.

G. This column sets forth intercompany transactions, which were previously eliminated in consolidation,between Telmex and subsidiaries that will be transferred to America Movil in the Spin-off. Thesetransactions arise primarily from telecommunications services rendered by one company to another,including long-distance and local services, public telephone services, interconnection and co-location offacilities. They also arise in part from equipment sales and interests on intercompany debt. In thestatements of income for the year ended December 31, 1999, this column also reflects certain otheradjustments to the information previously reported for Telmex.

H. Consolidated pro forma statements of income of Telmex, giving effect to the Spin-off as if it had occurredon January 1, 1999.

I. Reflects the potential dilution effect of Telmex L Shares that may be delivered upon conversion ofTelmex’s outstanding 4.25% Convertible Senior Debentures due 2004. As a result of the Spin-off, theconversion rate under the convertible debentures will be adjusted to reflect the fair market value of theAmerica Movil shares. This adjustment will increase the potential dilution attributable to the convertibledebentures and reduce Telmex’s pro forma fully diluted earnings per share. The amount of the adjustmentcannot yet be determined and accordingly the adjustment is not reflected in the pro forma financialstatements.

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Page 25: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

CONTROLLING SHAREHOLDERS AND CERTAIN BENEFICIAL OWNERS

The discussion below describes the controlling shareholders of Telmex and certain beneficial ownersof Telmex shares as of June 30, 2000. America Movil and Telmex will initially have the same number ofoutstanding voting shares (AA Shares and A Shares) and limited-voting shares (L Shares). From the ApprovalDate to the Share Distribution Date, the America Movil shares will be owned by the same persons and in thesame amounts as the Telmex shares. After the Share Distribution Date, the America Movil shares can be ownedand traded separately from the Telmex shares.

Control

As of June 30, 2000, the Telmex AA Shares represented 22.21% of the total capital stock and 90.22%of the full voting shares (Telmex AA Shares and Telmex A Shares). The Telmex AA Shares are held by a trust(the ‘‘ Control Trust’’ ) for the benefit of the following parties (the ‘‘ Controlling Shareholders’’ ): (a) a groupof Mexican investors (the ‘‘ Mexican Controlling Shareholders’’ ), who collectively own 67.55% of theTelmex AA Shares, and (b) SBC International, Inc. (‘‘ SBCI’’ ), a subsidiary of the U.S. telecommunicationscompany SBC Communication Inc., which owns 32.45% of the Telmex AA Shares. The Mexican ControllingShareholders include (a) Carso Global Telecom, S.A. de C.V. (‘‘ CGT’’ ), which owned 59.53% of the TelmexAA Shares as of June 30, 2000, and (b) various other Mexican investors, who owned 8.02% of the Telmex AAShares. CGT holds interests in the telecommunications industry and was spun off from Grupo Carso, S.A. deC.V. (‘‘ Grupo Carso’’ ) in 1996. Through its ownership of all the outstanding Telmex AA Shares, the ControlTrust owns a majority of Telmex’s outstanding regular voting equity securities.

The Control Trust provides that the trustee must vote the Telmex AA Shares as a block as instructedby a technical committee, except that the trustee must vote as instructed by the Controlling Shareholders on theelection of directors, alternate directors, members and alternate members of the executive committee andstatutory auditors. The technical committee is controlled by the Mexican Controlling Shareholders, except thatthe votes of representatives of SBCI are required before the trustee may vote to approve dividends, modifyTelmex’s by-laws, merge or liquidate Telmex, issue voting shares of Telmex or terminate the listing ofTelmex’s shares on any stock exchange.

Under the Control Trust, a Controlling Shareholder may transfer its Telmex AA Shares subject tocertain rights of first refusal in favor of the other Controlling Shareholders. The Control Trust may beterminated by any party as of December 20, 2000, or jointly by the Controlling Shareholders at any time.

CGT and SBCI are currently negotiating new terms to govern their relationship as owners of AAShares of Telmex and America Movil. If they reach an agreement, they may terminate the Control Trust andconclude one or more new agreements.

Since January 1, 1997, the ownership of Telmex A Shares and Telmex L Shares by CGT and itsaffiliates, including Grupo Carso and Grupo Financiero Inbursa, S.A. (‘‘ Inbursa’’ ), has increased as a result ofpurchases on the open market from time to time. As of June 30, 2000, the percentage ownership by CGT andits affiliates of the Telmex A Shares and Telmex L Shares was 13% and 19.33%, respectively. According toreports of beneficial ownership filed with the Commission, CGT and its affiliates are controlled by a trust forthe benefit of Mr. Carlos Slim Helu and members of his immediate family.

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Page 26: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

Certain Beneficial Owners

The following table identifies each owner of more than 5% of any class of Telmex shares andindicates the total amount of any class of Telmex shares owned by the directors, alternate directors andexecutive officers of Telmex, as a group, at June 30, 2000 (unless otherwise noted). Except as described below,Telmex is not aware of any holder of more than 5% of any class of its shares.

Title of Class Identity of Person or GroupNumber of

Shares Owned Percent of Class

(millions)

AA Shares CGT 1,944.2 59.5%AA Shares SBCI 1,059.8 32.5AA Shares Directors, alternate directors and executive officers(1) 1,944.2 59.5A Shares CGT 46.0 13.0A Shares Directors, alternate directors and executive officers(2) 46.0 13.0A Shares Capital Group International, Inc.(3) 22.8 6.4L Shares CGT 2,003.0 18.1L Shares Franklin Resources, Inc.(3) 617.0 5.6L Shares Directors, alternate directors and executive officers(4) 2,228.4 20.1

(1) Includes AA Shares held by CGT.

(2) Includes A Shares held by CGT and Inbursa, and as of April 30, 2000, no director, alternate director orexecutive officer of Telmex held any A Shares.

(3) Derived from reports of beneficial ownership filed with the Commission, adjusted to reflect the two-for-one stock split of the A Shares and L Shares effective February 1, 2000.

(4) Includes L Shares held by CGT and its affiliates, and 225.4 million L Shares held by directors, alternatedirectors and executive officers of Telmex at April 30, 2000.

Carlos Slim Helu and members of his immediate family may be deemed to have beneficial ownershipof 1,944.2 million AA Shares, 46.0 million A Shares and 2,142.3 million L Shares (including shares owned byCGT and its affiliates). Of this group, Carlos Slim Helu and Carlos Slim Domit are directors of Telmex, andMarco Antonio Slim Domit and Patrick Slim Domit are alternate directors of Telmex. None of the otherdirectors, alternate directors or executive officers of Telmex is the beneficial owner of more than 1% of anyclass of Telmex’s capital stock.

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Page 27: Me´xico D.F., Me´xico · Information Statement dated September 15, 2000 Tele´fonos de Me´xico, S.A. de C.V. This Information Statement relates to a spin-off (the‘‘Spin-off’’)

MARKET INFORMATION

America Movil

There is no trading market for the America Movil shares or the America Movil L Share ADSs andthere can be no assurances as to the establishment or continuity of any such market. Telmex currently intendsto seek approval for the listing or quotation of (i) the America Movil L Shares on the Mexican Stock Exchangeand on the Latibex in Madrid; (ii) the America Movil L Share ADSs on the New York Stock Exchange, theFrankfurt Stock Exchange and SEAQ International; and (iii) the America Movil A Shares on the MexicanStock Exchange. Prices at which the America Movil A Shares, America Movil L Shares and America Movil LShare ADSs may trade after the Share Distribution Date and the ADS Distribution Date cannot be predicted.

The America Movil shares and America Movil L Share ADSs received pursuant to the Spin-off will befreely transferable, except for America Movil shares and America Movil L Share ADSs received by any personwho may be deemed an ‘‘ affiliate’’ of America Movil within the meaning of Rule 144 (‘‘ Rule 144’’ ) under theSecurities Act of 1933, as amended (the ‘‘ Securities Act’’ ). Persons who may be deemed to be affiliates ofAmerica Movil after the Spin-off generally include individuals or entities that directly, or indirectly throughone or more intermediaries, control, are controlled by, or are under common control with, America Movil, andmay include the directors and principal executive officers of America Movil as well as any principalshareholder of America Movil. Persons who are affiliates of America Movil will be permitted to sell theirAmerica Movil shares and America Movil L Share ADSs received pursuant to the Spin-off only pursuant to aneffective registration statement under the Securities Act or pursuant to an exemption from registration under theSecurities Act, such as the exemption afforded by Rule 144.

Except for the America Movil shares and America Movil L Share ADSs issued in connection with theSpin-off, no securities of America Movil will be outstanding as of or immediately following the Spin-off.America Movil will file with the Commission the America Movil Registration Statement to register theAmerica Movil L Shares under Section 12(b) of the Exchange Act and the America Movil A Shares underSection 12(g) of the Exchange Act. No other securities of America Movil will be registered by America Movil.As of the date of this Information Statement, the America Movil Registration Statement has not yet been filedwith the Commission. When it is filed, Telmex expects that it will remain subject to amendment before it isdeclared effective by the Commission. This Information Statement contains limited information with respect toAmerica Movil, which is qualified in its entirety by reference to the America Movil Registration Statement. See‘‘ Incorporation by Reference’’ . When the America Movil Registration Statement is declared effective by theCommission, America Movil will become subject to the periodic reporting and other informationalrequirements of the Exchange Act applicable to foreign private issuers.

Telmex

The Telmex L Share ADSs are issued by Morgan Guaranty Trust Company of New York, asdepositary for the Telmex L Share ADSs. The Telmex L Share ADSs are traded on the New York StockExchange, and the Telmex L Shares are traded on the Mexican Stock Exchange and have been listed on theLatibex since April 2000. The Telmex L Share ADSs are also quoted on SEAQ International and listed on theFrankfurt Stock Exchange. On June 30, 2000, there were 11,084,357,545 Telmex L Shares outstanding, ofwhich 86.8% were represented by Telmex L Share ADSs, and 99.9% of the Telmex L Share ADSs were heldby 19,643 holders with registered addresses in the United States.

The Telmex A Shares are traded on the Mexican Stock Exchange, and the Telmex A Share ADSs,each representing one Telmex A Share, are quoted on the NASDAQ National List. On June 30, 2000, therewere 353,944,139 Telmex A Shares outstanding, of which approximately 8.0% were held in the form ofTelmex A Share ADSs. Telmex has no information concerning holdings of Telmex A Share ADSs, or TelmexA Shares and Telmex L Shares that are not represented by ADSs, by holders with registered addresses in theUnited States.

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The table below sets forth, for the periods indicated, the reported high and low sales prices for theTelmex L Shares on the Mexican Stock Exchange and the reported high and low sales prices for the Telmex LShare ADSs on the New York Stock Exchange. Prices have not been restated in constant currency units.

Mexican Stock Exchange New York Stock Exchange

(pesos per Telmex L Share) (U.S. dollars per Telmex LShare ADS)

High Low High Low

Annual highs and lows1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.26.50 Ps.11.20 U.S.$56.35 U.S.$21.131998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.65 8.85 28.75 16.751997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.40 6.51 28.19 16.571996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.94 5.52 18.69 14.501995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.41 4.01 19.32 12.13

Quarterly highs and lows2000:

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.35.30 Ps.24. 68 U.S.$76.31 U.S.$51.66Second quarter . . . . . . . . . . . . . . . . . . . . . . . . 31.55 21.55 68.00 45.38

1999:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 16.03 11.20 33.10 21.13Second quarter . . . . . . . . . . . . . . . . . . . . . . . . 20.43 15.63 44.00 32.82Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . 20.08 16.50 43.28 35.38Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . 26.50 16.60 56.35 34.88

1998:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 12.30 9.84 28.75 23.72Second quarter . . . . . . . . . . . . . . . . . . . . . . . . 12.05 9.74 28.53 21.38Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . 12.00 8.85 26.57 16.75Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . 13.65 10.98 27.53 21.03

Monthly highs and lows2000:

March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.35.30 Ps.31.50 U.S.$76.31 U.S.$67.00April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.55 26.05 68.00 55.56May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.35 21.55 60.75 45.38June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.05 24.55 57.31 49.75July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.00 23.65 65.81 50.94August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.25 22.85 54.44 49.50

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The table below sets forth, for the periods indicated, the reported high and low sales prices for theTelmex A Shares on the Mexican Stock Exchange and the high and low bid prices for Telmex A Share ADSspublished by NASDAQ. Bid prices published by NASDAQ for the Telmex A Share ADSs are inter-dealerquotations and may not reflect actual transactions. Prices have not been restated in constant currency units.

Mexican Stock Exchange NASDAQ

(pesos per Telmex A Share) (U.S. dollars perTelmex A Share ADS)

High Low High Low

Annual highs and lows1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.26.80 Ps.11.10 U.S.$2.86 U.S.$1.001998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.75 8.76 1.41 0.801997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.40 6.50 1.44 0.531996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.95 5.54 1.86 0.711995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.35 4.10 0.99 0.63

Quarterly highs and lows2000:

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.35.80 Ps.24.80 U.S.$3.75 U.S.$2.57Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 31.50 21.50 3.25 2.19

1999:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.15 11.10 1.63 1.00Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 20.30 15.65 2.16 1.63Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.25 16.63 2.13 1.77Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 26.80 16.63 2.86 1.74

1998:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.28 10.05 1.41 1.16Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 12.10 10.00 1.41 1.05Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.00 8.76 1.32 0.80Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 13.75 10.85 1.33 1.02

Monthly highs and lows2000:

March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ps.35.80 Ps.31.50 U.S.$3.75 U.S.$3.28April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.50 26.10 3.25 2.66May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.10 21.50 3.00 2.19June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.30 24.30 2.81 2.44July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.00 24.30 3.22 2.50August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.15 22.00 2.63 2.41

The Mexican Stock Exchange

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico. Foundedin 1907, it is organized as a corporation whose shares are held by 30 brokerage firms, which are exclusivelyauthorized to trade on the Exchange. Trading on the Mexican Stock Exchange takes place principally on theExchange through automated systems, which is open between the hours of 8:30 a.m. and 3:00 p.m., MexicoCity time, each business day. Trades in securities listed on the Mexican Stock Exchange can also be effectedoff the Exchange. The Mexican Stock Exchange operates a system of automatic suspension of trading in sharesof a particular issuer as a means of controlling excessive price volatility, but under current regulations thissystem does not apply to securities such as the Telmex A Shares or the Telmex L Shares that are directly or

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indirectly (for example, through American Depositary Shares) quoted on a stock exchange (including for thesepurposes NASDAQ) outside Mexico, nor is it expected to apply to the America Movil L Shares.

Settlement is effected two business days after a share transaction on the Mexican Stock Exchange.Deferred settlement, even by mutual agreement, is not permitted without the approval of the Mexican NationalSecurities Commission. Most securities traded on the Mexican Stock Exchange, including those of Telmex, areon deposit with Indeval. It is expected that the America Movil shares will be on deposit with Indeval as well.

FORWARD-LOOKING STATEMENTS

Some of the statements in this Information Statement are forward-looking. These forward-lookingstatements relate to competition, trends and anticipated developments in the communications industry and theMexican, Latin American and global economies. In addition, Telmex or America Movil may make forward-looking statements in future filings with the Commission and in written materials, press releases and oralstatements issued by or on behalf of them. Forward-looking statements include statements regarding Telmex’sor America Movil’s intent, belief or current expectations or those of their officers (including statementspreceded by, followed by or that include forward-looking terminology such as ‘‘ may’’ , ‘‘ will’’ , ‘‘ should’’ ,‘‘ believes’’ , ‘‘ expects’’ , ‘‘ anticipates’’ , ‘‘ estimates’’ , ‘‘ continues’’ , or similar expressions or comparableterminology) with respect to various matters.

It is important to note that Telmex’s or America Movil’s actual results could differ materially fromthose anticipated in these forward-looking statements depending on various important factors. These importantfactors include economic and political conditions and government policies in Mexico and elsewhere, inflationrates, exchange rates and exchange controls in Mexico, rate adjustments, regulatory developments,technological improvements, customer demand and competition. This list of factors is not exclusive and otherrisks and uncertainties may cause actual results to differ materially from those in forward-looking statements.

All information and forward-looking statements contained in this Information Statement are based oninformation available to Telmex on the date hereof. Telmex does not undertake to update any information orforward-looking statement that may be made by it or on Telmex’s or America Movil’s behalf, in thisInformation Statement or otherwise, except in the normal course of their respective public disclosures.

No person is authorized to give any information or to make any representation not contained orincorporated herein by reference, and, if given or made, such information or representation must not berelied upon as having been authorized by Telmex or America Movil.

America Movil has filed an application with the Mexican National Banking and SecuritiesCommission to register its shares in the Mexican Securities and Intermediaries Registry maintained bythe Mexican National Banking and Securities Commission, and to permit the transactions mentioned inthis Information Statement. This registration and permission does not imply any certification as to theinvestment quality of America Movil’s shares, its solvency, or the accuracy or completeness of theinformation contained herein.

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