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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
for the month of February, 2005
Commission file number for securities registered
pursuant to Section 12(b) of the Act: 0-32245
Commission file number for securities registered
pursuant to Section 12(g) of the Act: 1-16269
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AMERICA MOVIL, S.A. DE C.V.
(Exact name of Registrant as specified in its charter)
America Mobile
(Translation of Registrant's name into English)
Lago Alberto 366, Colonia Anahuac, 11320 Mexico, D.F., Mexico
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the Registrant is submitting this Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
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Indicate by check mark if the Registrant is submitting this Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form 6-K is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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This current report on Form 6-K is hereby incorporated by reference into the
registration statement on Form F-3 (File No. 333-120202) filed on November 3,
2004, of America Movil, S.A. de C.V. and Radiomovil Dipsa, S.A. de C.V.
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America Movil, S.A. de C.V.,
as Issuer
and
Radiomovil Dipsa, S.A. de C.V.,
as Guarantor
to
JPMorgan Chase Bank, N.A.
(as successor to JPMorgan Chase Bank)
as Trustee
_______________
FIFTH SUPPLEMENTAL INDENTURE
Dated as of December 14, 2004
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TABLE OF CONTENTS
Page
ARTICLE ONE
DEFINITIONS
Section 101. Provisions of the Base Indenture......................1
Section 102. Definitions...........................................2
ARTICLE TWO
AMENDMENT TO THE BASE INDENTURE
Section 201. Amendment to the Base Indenture.......................2
ARTICLE THREE
MISCELLANEOUS PROVISIONS
Section 301. Separability of Invalid Provisions....................3
Section 302. Execution in Counterparts.............................3
Section 303. Certain Matters.......................................3
FIFTH SUPPLEMENTAL INDENTURE, dated as of December 14, 2004, among
America Movil, S.A. de C.V., a sociedad anonima de capital variable organized
and existing under the laws of the United Mexican States ("Mexico") (herein
called the "Company"), having its principal office at Lago Alberto 366, Edificio
Telcel I, Piso 2, Colonia Anahuac, 11320, Mexico, D.F., Mexico, Radiomovil
Dipsa, S.A. de C.V., a sociedad anonima de capital variable organized and
existing under the laws of Mexico (herein called the "Guarantor"), having its
principal office at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia
Anahuac, 11320, Mexico, D.F., Mexico, and JPMorgan Chase Bank, N.A. (as
successor to JPMorgan Chase Bank), a national banking association duly organized
and existing under the laws of the United States of America, as Trustee (herein
called the "Trustee"), to the Indenture, dated as of March 9, 2004, among the
Company, the Guarantor and the Trustee (as amended and supplemented, herein
called the "Base Indenture").
W I T N E S S E T H:
WHEREAS, Section 901(12) of the Base Indenture provides that the
Company, the Guarantor and the Trustee may enter into a supplemental indenture
to the Base Indenture, without the consent of any Holders, in order to cure any
ambiguity, to correct or supplement any provision in the Base Indenture which
may be defective or inconsistent with any other provision in the Base Indenture,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect;
WHEREAS, the definition of "Attributable Debt" in the Base Indenture
inadvertently omitted to include the discount rate to be used for calculating
such amount;
WHEREAS, the Company desires by this Fifth Supplemental Indenture to
amend the definition of "Attributable Debt" in the Base Indenture in order to
correct this omission;
WHEREAS, each of the Company and the Guarantor has duly authorized the
execution and delivery of this Fifth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth Supplemental Indenture
a valid agreement of the Company and the Guarantor, in accordance with its
terms, have been done.
NOW, THEREFORE, for and in consideration of the premises, the Company
and the Guarantor covenant and agree with the Trustee as follows:
ARTICLE TWO
DEFINITIONS
Section 201. Provisions of the Base Indenture.
Except insofar as herein otherwise expressly provided, all the
definitions, provisions, terms and conditions of the Base Indenture shall remain
in full force and effect. This Fifth Supplemental Indenture constitutes an
integral part of the Base Indenture, and except as may otherwise be provided in
any future supplemental indenture, every Holder of Securities of any series
authenticated and delivered under the Base Indenture, including, without
limitation, Securities issued pursuant to the Base Indenture, as amended and
supplemented by any of (a) the First Supplemental Indenture, dated as of March
9, 2004, (b) the Second Supplemental Indenture, dated as of March 9, 2004, and
(c) the Third Supplemental Indenture, dated as of April 27, 2004, shall be bound
hereby. It is understood that, in respect of the 5.750% Senior Notes due 2015
created by the Fourth Supplemental Indenture, dated as of November 3, 2004, the
definition of "Attributable Debt" already has been amended to be exactly
consistent with the amendment pursuant to Section 201 herein.
Section 202. Definitions.
For all purposes of this Fifth Supplemental Indenture, except as
otherwise expressly provided or unless the subject matter or context otherwise
requires:
(a) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or Section, as the case
may be, of this Fifth Supplemental Indenture;
(b) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Fifth Supplemental Indenture as a
whole and not to any particular Article, Section or other subdivision;
and
(c) all terms used in this Fifth Supplemental Indenture that
are defined in the Base Indenture have the meanings assigned to them in
the Base Indenture, except as otherwise provided in this Fifth
Supplemental Indenture.
ARTICLE THREE
AMENDMENT TO THE BASE INDENTURE
Section 301. Amendment to the Base Indenture.
Pursuant to Section 901(12) of the Base Indenture, Section 101 of the
Base Indenture is hereby amended by deleting the definition of "Attributable
Debt" in its entirety and substituting the following therefor:
"Attributable Debt" means, with respect to any Sale/Leaseback
Transaction, the lesser of (1) the fair market value of the asset
subject to such transaction and (2) the present value, discounted at a
rate per annum equal to the discount rate of a capital lease obligation
with a like term in accordance with Mexican generally accepted
accounting principles, of the obligations of the lessee for net rental
payments (excluding amounts on account of maintenance and repairs,
insurance, taxes, assessments and similar charges and contingent rents)
during the term of the lease.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 401. Separability of Invalid Provisions
In case any one or more of the provisions contained in this Fifth
Supplemental Indenture should be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions contained in this Fifth Supplemental Indenture, and to the
extent and only to the extent that any such provision is invalid, illegal or
unenforceable, this Fifth Supplemental Indenture shall be construed as if such
provision had never been contained herein.
Section 402. Execution in Counterparts
This Fifth Supplemental Indenture may be simultaneously executed and
delivered in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
Section 403. Certain Matters
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifth Supplemental Indenture or
for or in respect of the recitals contained herein, all of which are made solely
by the Company and the Guarantor.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed on their respective behalves, all as
of the day and year first written above.
AMERICA MOVIL, S.A. DE C.V.,
as Issuer
By: /s/ Carlos Garcia Moreno
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Name: Carlos Garcia Moreno
Title: Attorney-in-Fact
By: /s/ Alejandro Cantu Jimenez
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Name: Alejandro Cantu Jimenez
Title: Attorney-in-Fact
RADIOMOVIL DIPSA, S.A. DE C.V.,
as Guarantor
By: /s/ Carlos Garcia Moreno
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Name: Carlos Garcia Moreno
Title: Attorney-in-Fact
By: /s/ Alejandro Cantu Jimenez
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Name: Alejandro Cantu Jimenez
Title: Attorney-in-Fact
JPMORGAN CHASE BANK, N.A.
as Trustee
By: /s/ Karen Ferry
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Name: Karen Ferry
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has du1y caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICA MOVIL, S.A. DE C.V.
By: /s/ Carlos Jose Garcia Moreno Elizondo
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Carlos Jose Garcia Moreno Elizondo
Chief Financial Officer
Date: February 16, 2005