SC 13D/A 1 slim-13da6desc_0810.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.6)* Desc, S.A. de C.V. (the "Issuer") -------------------------------------------------------------------------------- (Name of Issuer) Series B common stock ("B Shares") -------------------------------------------------------------------------------- (Title of Class of Securities) 250309101(1) ------------------------------------------------------- (CUSIP Number) Rafael Robles Miaja Galicia y Robles, S.C. Boulevard Manuel Avila Camacho 24 Torre del Bosque Piso 7 Colonia: Lomas de Chapultepec Mexico City 11000, Mexico (5255) 5540-9225 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 2004 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ------------------------- (1) CUSIP number is for the ADSs only. No CUSIP number exists for the underlying shares, as the shares are not traded in the United States. CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Slim Helu 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marco Antonio Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Patrick Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Maria Soumaya Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vanessa Paola Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Johanna Monique Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 293,645,698 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,645,698 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carso Global Telecom, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON Zero B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER Zero B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Zero B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grupo Financiero Inbursa, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 285,312,365 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 285,312,365 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 285,312,365 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.6% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Telefonos de Mexico, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON Zero B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER Zero B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Zero B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trust No. F/0008 (the "Telmex Trust") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER 165,703,908 B Shares (See Items 5(a) and 5(b)) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 165,703,908 B Shares (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,703,908 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trust No. F/0395 (the "Telnor Trust") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER 905,000 B Shares (See Items 5(a) and 5(b)) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 905,000 B Shares (See Items 5(a) and 5(d)) 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 905,000 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inmobiliaria Carso, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,333,333 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 8,333,333 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,333,333 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 250309101 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Orient Star Holdings LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,333,333 B Shares (See Items 5(a) and 5(b)) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 8,333,333 B Shares (See Items 5(a) and 5(d)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,333,333 B Shares (See Item 5(a)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% B Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Amendment No. 6 (the "Sixth Amendment") amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on December 17, 2003 (the "Schedule 13D"), as subsequently amended, by the Reporting Persons (as defined in the Schedule 13D), with respect to the Series B common stock (the "B Shares") of Desc, S.A. de C.V. (the "Issuer"). Capitalized terms used but not otherwise defined in this Sixth Amendment have the meanings ascribed to such terms in the Schedule 13D, as amended. Item 2. Identity and Background. Updated lists of the names, addresses, occupations and citizenship of the Slim Family and the executive officers and directors of each of CGT, GFI, Telmex, and Inmobiliaria Carso are set forth in Schedule I attached hereto. Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds utilized to purchase the 12,969,800 B Shares purchased by the Telmex Trust since Amendment No. 5 (the "Fifth Amendment") to the Schedule 13D was filed with the Commission on May 26, 2004 was 42,747,903 pesos (approximately U.S. $3.7 million based on an exchange rate of 11.453 pesos per U.S. dollar, the exchange rate in effect on August 6, 2004). The funds used to purchase such B Shares were obtained from the working capital of the Telmex Trust. All purchases of Shares by the Reporting Persons were effected on the Bolsa Mexicana de Valores, S.A. de C.V. (the "Mexican Stock Exchange"). Item 4. Purpose of Transaction. Except as disclosed in this Item 4, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule. The Reporting Persons may in the future acquire additional B Shares or other securities of the Issuer from the Issuer, in the open market, in privately-negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of the B Shares owned by them in one or more transactions and may consider and explore one or more corporate transactions involving the Issuer. The Reporting Persons reserve the right to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule, to the extent deemed advisable by the Reporting Persons. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons listed below have the following direct interests in B Shares: B Shares(1) ------------------------------- Number % of Class -------------- --------------- GFI................................ 285,312,365 25.6% Telmex Trust....................... 165,703,908 14.9% Telnor Trust....................... 905,000 0.1% Orient Star........................ 8,333,333 0.7% (1) Based on 1,115,690,363 B Shares outstanding as of August 4, 2004. (b) Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, Telmex, GFI, Inmobiliaria Carso and Orient Star, the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any Shares owned by such persons or by any entities controlled by such persons (including the Telmex Trust and the Telnor Trust). Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the Shares owned by the Reporting Persons. (c) All transactions in B Shares effected by the Reporting Persons during the period beginning 60 days prior to the event which requires the filing of this statement, excluding transactions previously reported in the Fifth Amendment, are listed in Schedule II hereto. (d) Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, Telmex, GFI, Inmobiliaria Carso and Orient Star, the Slim Family may be deemed to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds of the sale of, any Shares owned by such persons or by any entities controlled by such persons (including the Telmex Trust and the Telnor Trust). Except as disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, Shares owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to Shares. Item 7. Material to be Filed as Exhibits * The Powers of Attorney and Joint Filing Agreement filed as exhibits to the Schedule 13D and Amendment No. 1 to the Schedule 13D filed with the Commission on February 18, 2004 are hereby incorporated herein by reference. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Carlos Slim Helu ---------------------------------------- By: /s/ Eduardo Valdes Acra Carlos Slim Domit ----------------------- Eduardo Valdes Acra ---------------------------------------- Attorney-in-Fact Marco Antonio Slim Domit August 9, 2004 ---------------------------------------- Patrick Slim Domit ---------------------------------------- Maria Soumaya Slim Domit ---------------------------------------- Vanessa Paola Slim Domit ---------------------------------------- Johanna Monique Slim Domit ---------------------------------------- CARSO GLOBAL TELECOM, S.A. DE C.V. ---------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact GRUPO FINANCIERO INBURSA, S.A. DE C.V. ---------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact TELEFONOS DE MEXICO, S.A. DE C.V. ---------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0008 ---------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0395 ---------------------------------------- By: Eduardo Valdes Acra Title: Attorney-in-Fact INMOBILIARIA CARSO S.A. DE C.V. ---------------------------------------- By: Armando Ibanez Vazquez Title: Attorney-in-Fact ORIENT STAR HOLDINGS LLC ---------------------------------------- By: Inmobiliaria Carso, S.A. de C.V. Name: Armando Ibanez Vazquez Title: Attorney-in-Fact SCHEDULE I All of the individuals listed below are citizens of Mexico. THE SLIM FAMILY Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 Mexico D.F., Mexico

GRUPO FINANCIERO INBURSA, S.A. de C.V. Paseo de las Palmas 736, Col. Lomas Chapultepec, 11000 Mexico D.F., Mexico

CARSO GLOBAL TELECOM, S.A. de C.V. Insurgentes Sur 3500, Col. Pena Pobre Tlalpan, 14060 Mexico D.F., Mexico

TELEFONOS DE MEXICO, S.A. DE C.V. Parque Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico

INMOBILIARIA CARSO, S.A. DE C.V. Insurgentes Sur #3500, PB-4, Colonia Pena Pobre, 14060 Mexico D.F., Mexico

SCHEDULE II Since the Fifth Amendment, the Reporting Persons set forth below effected the following transactions in B Shares on the Mexican Stock Exchange. The prices below reflect the average consideration received (in Mexican Pesos) per B Share on the relevant trade date. Type of Number of Price Per Share Reporting Person Transaction Trade Date B Shares Mexican Pesos. Telmex Trust Purchase May 24, 2004 30,000 3.37 Telmex Trust Purchase May 24, 2004 100,000 3.36 Telmex Trust Purchase May 24, 2004 200,000 3.36 Telmex Trust Purchase May 24, 2004 100,000 3.36 Telmex Trust Purchase May 24, 2004 200,000 3.35 Telmex Trust Purchase May 24, 2004 100,000 3.35 Telmex Trust Purchase May 25, 2004 125,000 3.34 Telmex Trust Purchase May 25, 2004 100,000 3.34 Telmex Trust Purchase May 25, 2004 100,000 3.34 Telmex Trust Purchase May 26, 2004 13,400 3.44 Telmex Trust Purchase May 26, 2004 200 3.44 Telmex Trust Purchase May 26, 2004 300 3.45 Telmex Trust Purchase May 26, 2004 200,000 3.45 Telmex Trust Purchase May 26, 2004 100,000 3.45 Telmex Trust Purchase May 26, 2004 86,100 3.45 Telmex Trust Purchase May 26, 2004 13,800 3.43 Telmex Trust Purchase May 26, 2004 100 3.43 Telmex Trust Purchase May 26, 2004 100 3.43 Telmex Trust Purchase May 26, 2004 6,000 3.43 Telmex Trust Purchase May 28, 2004 200,000 3.38 Telmex Trust Purchase May 28, 2004 150,000 3.38 Telmex Trust Purchase May 28, 2004 100 3.37 Telmex Trust Purchase May 28, 2004 100 3.37 Telmex Trust Purchase May 28, 2004 20,000 3.37 Telmex Trust Purchase May 28, 2004 29,800 3.37 Telmex Trust Purchase May 31, 2004 92,100 3.30 Telmex Trust Purchase May 31, 2004 7,900 3.30 Telmex Trust Purchase June 1, 2004 50,000 3.30 Telmex Trust Purchase June 2, 2004 184,200 3.30 Telmex Trust Purchase June 3, 2004 311,700 3.30 Telmex Trust Purchase June 3, 2004 10,500 3.30 Telmex Trust Purchase June 3, 2004 500 3.30 Telmex Trust Purchase June 3, 2004 4,900 3.30 Telmex Trust Purchase June 3, 2004 4,000 3.30 Telmex Trust Purchase June 3, 2004 100 3.30 Telmex Trust Purchase June 3, 2004 100 3.30 Telmex Trust Purchase June 3, 2004 7,000 3.30 Telmex Trust Purchase June 8, 2004 25,000 3.33 Telmex Trust Purchase June 8, 2004 5,000 3.33 Telmex Trust Purchase June 8, 2004 19,700 3.32 Telmex Trust Purchase June 8, 2004 300 3.32 Telmex Trust Purchase June 8, 2004 9,700 3.32 Telmex Trust Purchase June 8, 2004 500,000 3.32 Telmex Trust Purchase June 8, 2004 100 3.37 Telmex Trust Purchase June 8, 2004 40,200 3.38 Telmex Trust Purchase June 8, 2004 109,800 3.38 Telmex Trust Purchase June 8, 2004 100 3.37 Telmex Trust Purchase June 9, 2004 500,000 3.40 Telmex Trust Purchase June 9, 2004 150,000 3.40 Telmex Trust Purchase June 9, 2004 100,000 3.40 Telmex Trust Purchase June 10, 2004 40,000 3.43 Telmex Trust Purchase June 10, 2004 100,000 3.43 Telmex Trust Purchase June 10, 2004 150,000 3.43 Telmex Trust Purchase June 10, 2004 150,000 3.43 Telmex Trust Purchase June 10, 2004 500,000 3.43 Telmex Trust Purchase June 10, 2004 5,000 3.43 Telmex Trust Purchase June 10, 2004 50,000 3.39 Telmex Trust Purchase June 10, 2004 100 3.38 Telmex Trust Purchase June 10, 2004 10,000 3.38 Telmex Trust Purchase June 10, 2004 100 3.38 Telmex Trust Purchase June 10, 2004 2,000 3.38 Telmex Trust Purchase June 10, 2004 2,000 3.38 Telmex Trust Purchase June 10, 2004 500 3.38 Telmex Trust Purchase June 10, 2004 100 3.38 Telmex Trust Purchase June 10, 2004 100 3.38 Telmex Trust Purchase June 10, 2004 2,000 3.38 Telmex Trust Purchase June 10, 2004 2,000 3.38 Telmex Trust Purchase June 10, 2004 30,000 3.38 Telmex Trust Purchase June 11, 2004 7,900 3.40 Telmex Trust Purchase June 11, 2004 100,000 3.40 Telmex Trust Purchase June 11, 2004 600,000 3.40 Telmex Trust Purchase June 11, 2004 10,000 3.40 Telmex Trust Purchase June 11, 2004 800 3.40 Telmex Trust Purchase June 11, 2004 3,000 3.40 Telmex Trust Purchase June 11, 2004 100 3.40 Telmex Trust Purchase June 11, 2004 5,000 3.40 Telmex Trust Purchase June 11, 2004 23,200 3.40 Telmex Trust Purchase June 14, 2004 30,000 3.39 Telmex Trust Purchase June 14, 2004 75,000 3.39 Telmex Trust Purchase June 14, 2004 495,000 3.39 Telmex Trust Purchase June 15, 2004 40,000 3.39 Telmex Trust Purchase June 15, 2004 550,000 3.39 Telmex Trust Purchase June 15, 2004 10,000 3.39 Telmex Trust Purchase June 16, 2004 450,000 3.38 Telmex Trust Purchase June 16, 2004 10,000 3.40 Telmex Trust Purchase June 16, 2004 40,000 3.40 Telmex Trust Purchase June 17, 2004 350,000 3.38 Telmex Trust Purchase June 17, 2004 90,000 3.35 Telmex Trust Purchase June 17, 2004 20,000 3.37 Telmex Trust Purchase June 17, 2004 30,000 3.37 Telmex Trust Purchase June 18, 2004 40,000 3.35 Telmex Trust Purchase June 18, 2004 60,000 3.35 Telmex Trust Purchase June 21, 2004 40,000 3.38 Telmex Trust Purchase June 21, 2004 231,100 3.39 Telmex Trust Purchase June 21, 2004 39,500 3.33 Telmex Trust Purchase June 22, 2004 50,000 3.33 Telmex Trust Purchase June 22, 2004 40,000 3.33 Telmex Trust Purchase June 22, 2004 10,000 3.33 Telmex Trust Purchase June 23, 2004 75,000 3.31 Telmex Trust Purchase June 23, 2004 25,000 3.31 Telmex Trust Purchase June 24, 2004 100,000 3.31 Telmex Trust Purchase June 28, 2004 59,000 3.30 Telmex Trust Purchase June 28, 2004 10,000 3.30 Telmex Trust Purchase June 28, 2004 25,000 3.30 Telmex Trust Purchase June 28, 2004 6,000 3.30 Telmex Trust Purchase June 29, 2004 75,000 3.30 Telmex Trust Purchase June 29, 2004 25,000 3.30 Telmex Trust Purchase July 1, 2004 97,000 3.25 Telmex Trust Purchase July 1, 2004 3,000 3.25 Telmex Trust Purchase July 1, 2004 100,000 3.23 Telmex Trust Purchase July 2, 2004 30,300 3.22 Telmex Trust Purchase July 2, 2004 50,000 3.22 Telmex Trust Purchase July 2, 2004 19,700 3.22 Telmex Trust Purchase July 2, 2004 61,900 3.20 Telmex Trust Purchase July 2, 2004 500 3.20 Telmex Trust Purchase July 2, 2004 37,600 3.20 Telmex Trust Purchase July 5, 2004 30,000 3.20 Telmex Trust Purchase July 5, 2004 31,700 3.20 Telmex Trust Purchase July 5, 2004 10,000 3.20 Telmex Trust Purchase July 6, 2004 76,600 3.20 Telmex Trust Purchase July 6, 2004 10,000 3.20 Telmex Trust Purchase July 6, 2004 13,400 3.20 Telmex Trust Purchase July 7, 2004 100,000 3.16 Telmex Trust Purchase July 22, 2004 4,800 2.90 Telmex Trust Purchase July 29, 2004 10,000 3.02 Telmex Trust Purchase July 29, 2004 50,000 3.03 Telmex Trust Purchase July 29, 2004 30,000 3.04 Telmex Trust Purchase July 29, 2004 10,000 3.05 Telmex Trust Purchase July 29, 2004 3,000 3.05 Telmex Trust Purchase July 29, 2004 10,000 3.05 Telmex Trust Purchase July 29, 2004 60,000 3.05 Telmex Trust Purchase July 29, 2004 20,000 3.05 Telmex Trust Purchase July 29, 2004 7,000 3.05 Telmex Trust Purchase July 29, 2004 20,000 3.03 Telmex Trust Purchase July 29, 2004 200,000 3.03 Telmex Trust Purchase July 29, 2004 5,600 3.03 Telmex Trust Purchase July 29, 2004 74,400 3.03 Telmex Trust Purchase July 30, 2004 10,000 3.03 Telmex Trust Purchase July 30, 2004 50,000 3.04 Telmex Trust Purchase July 30, 2004 140,000 3.04 Telmex Trust Purchase July 30, 2004 42,200 3.05 Telmex Trust Purchase July 30, 2004 60,000 3.05 Telmex Trust Purchase July 30, 2004 97,800 3.05 Telmex Trust Purchase July 30, 2004 62,200 3.05 Telmex Trust Purchase July 30, 2004 100,000 3.05 Telmex Trust Purchase July 30, 2004 37,800 3.05 Telmex Trust Purchase July 30, 2004 20,000 3.07 Telmex Trust Purchase July 30, 2004 1,000 3.08 Telmex Trust Purchase July 30, 2004 1,000 3.08 Telmex Trust Purchase July 30, 2004 30,000 3.08 Telmex Trust Purchase July 30, 2004 50,700 3.06 Telmex Trust Purchase July 30, 2004 30,000 3.08 Telmex Trust Purchase July 30, 2004 20,000 3.08 Telmex Trust Purchase July 30, 2004 94,400 3.05 Telmex Trust Purchase July 30, 2004 34,000 3.08 Telmex Trust Purchase July 30, 2004 100 3.08 Telmex Trust Purchase August 2, 2004 15,000 3.10 Telmex Trust Purchase August 2, 2004 5,000 3.10 Telmex Trust Purchase August 2, 2004 30,000 3.12 Telmex Trust Purchase August 2, 2004 30,000 3.12 Telmex Trust Purchase August 2, 2004 7,700 3.12 Telmex Trust Purchase August 2, 2004 80,000 3.12 Telmex Trust Purchase August 2, 2004 52,300 3.12 Telmex Trust Purchase August 2, 2004 137,700 3.12 Telmex Trust Purchase August 2, 2004 2,000 3.12 Telmex Trust Purchase August 3, 2004 4,300 3.12 Telmex Trust Purchase August 3, 2004 200,000 3.15 Telmex Trust Purchase August 3, 2004 10,000 3.16 Telmex Trust Purchase August 3, 2004 30,000 3.16 Telmex Trust Purchase August 3, 2004 70,000 3.16 Telmex Trust Purchase August 3, 2004 10,000 3.17 Telmex Trust Purchase August 3, 2004 75,700 3.17 Telmex Trust Purchase August 3, 2004 25,000 3.17 Telmex Trust Purchase August 3, 2004 175,000 3.16 Telmex Trust Purchase August 3, 2004 50,000 3.17 Telmex Trust Purchase August 4, 2004 200,000 3.15 Telmex Trust Purchase August 4, 2004 50,000 3.15 Telmex Trust Purchase August 4, 2004 25,000 3.15 Telmex Trust Purchase August 4, 2004 50,000 3.15 Telmex Trust Purchase August 4, 2004 50,000 3.15 Telmex Trust Purchase August 4, 2004 25,000 3.15 Telmex Trust Purchase August 4, 2004 180,000 3.14 Telmex Trust Purchase August 4, 2004 20,000 3.14 Telmex Trust Purchase August 4, 2004 80,000 3.14 Telmex Trust Purchase August 4, 2004 20,000 3.14 Telmex Trust Purchase August 4, 2004 17,000 3.14 Telmex Trust Purchase August 4, 2004 10,000 3.14 Telmex Trust Purchase August 4, 2004 73,000 3.14 Telmex Trust Purchase August 4, 2004 2,000 3.14 Telmex Trust Purchase August 4, 2004 40,000 3.14 Telmex Trust Purchase August 4, 2004 30,000 3.14 Telmex Trust Purchase August 4, 2004 25,000 3.14 Telmex Trust Purchase August 4, 2004 6,000 3.14 Telmex Trust Purchase August 4, 2004 1,400 3.14 Telmex Trust Purchase August 4, 2004 95,600 3.15

DESC SA DE CV SC 13D/A