Unassociated Document
As filed with the U.S. Securities and Exchange Commission on September 28, 2006
Registration No. 333-12936
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
 
 
TELÉFONOS DE MÉXICO, S.A. DE C.V.
(Exact name of issuer of deposited securities as specified in its charter)
 
Telephones of Mexico
(Translation of issuer's name into English)

United Mexican States
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Tel: (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
 CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Tel: (212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Scott A. Ziegler, Esq.
Nicolas Grabar, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
United States of America
Tel: (212) 319-7600
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
United States of America
Tel: (212) 225-2000
 
It is proposed that this filing become effective under Rule 466
o  immediately upon filing
o  on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. o 

CALCULATION OF REGISTRATION FEE
 
Title of each class of
Securities to be registered
  
Amount
to be registered
  
Proposed maximum aggregate price per unit(1)
  
Proposed maximum
aggregate offering price
  
Amount of
registration fee
  
 American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 20 Series A Shares of Teléfonos de México, S.A. de C.V.
    
N/A
    
N/A
    
N/A
    
N/A
  
 
(1)  Each unit represents one American Depositary Share.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as an exhibit to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
   
Item Number and Caption
  
Location in Form of ADR Filed Herewith as Prospectus
         
1.
  
Name of depositary and address of its principal executive office
  
Face, introductory paragraph and final sentence on face.
   
 
    
2.
  
Title of ADR and identity of deposited securities
  
Face, top center and introductory paragraph
         
   
Terms of Deposit
    
         
(i)
  
The amount of deposited securities represented by one unit of ADRs
  
Face, upper right corner and introductory paragraph
         
(ii)
  
The procedure for voting, if any, the deposited securities
  
Reverse, paragraph (14)
         
(iii)
  
The procedure for collection and distribution of dividends
  
Face, paragraphs (4), (5) and (8); Reverse, paragraph (12)
         
(iv)
  
The procedure for transmission of notices, reports and proxy soliciting material
  
Reverse, paragraphs (13), (14) and (16)
         
(v)
  
The sale or exercise of rights
  
Face, paragraphs (4) and (5); Reverse, paragraph (12)
         
(vi)
  
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face, paragraphs (4) and (5); Reverse, paragraphs (12) and (15)
         
(vii)
  
Amendment, extension or termination of the deposit agreement
  
Reverse, paragraphs (20) and (21) (no provision for extension)
         
(viii)
  
Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs
  
Reverse, paragraph (16)
 
 
(ix)
  
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face, paragraphs (2), (3), (4) and (5)
         
(x)
  
Limitation upon the liability of the Depositary
  
Reverse, paragraph (18)
         
3.
  
Description of all fees and charges that may be imposed directly or indirectly against the holders of ADRs 
  
Face, paragraph (8)
 
Item 2.  AVAILABLE INFORMATION
 
   
Item Number and Caption
  
Location in Form of ADR Filed Herewith as Prospectus
         
2(b)
  
Statement that the foreign issuer is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission and that such reports can be inspected by holders of ADRs and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Face, paragraph (11)

 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
(a)
Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of September , 2006 among Teléfonos de México, S.A. de C.V., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (as so amended, the "Deposit Agreement") filed herewith.
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.
 
(f)
Powers of Attorney. Filed herewith.
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 

SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on September 27, 2006.
 
     
  By:  
JPMORGAN CHASE BANK, N.A., as Depositary
 
     
 
 		  
 		  
 
  By:   /s/ Joseph M. Leinhauser.
 
Name: Joseph M. Leinhauser
  Title: Vice President

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Teléfonos de México, S.A. de C.V. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on September 27, 2006.
 
     
  TELÉFONOS DE MÉXICO, S.A. DE C.V.
 
 		  
 		  
 
  By:   /s/Adolfo Cerezo Pérez 
 
Name: Adolfo Cerezo Pérez
  Title: Chief Financial Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated as of September 27, 2006.

 
Title
 
 
 
 /s/Carlos Slim Helú*
 
Honorary Chairman for Life
Carlos Slim Helú
 
 
 
 
 
/s/Jaime Chico Pardo*
 
Chairman
Jaime Chico Pardo
 
 
 
 
 
/s/Carlos Slim Domit*
 
Co-Chairman
Carlos Slim Domit
 
 
 
 
 
/s/ Juan Antonio Pérez Simón*
 
Vice Chairman
Juan Antonio Pérez Simón
 
 
 
 
 
 
 
 
Emilio Azcárraga Jean
 
 
 
 
 
 /s/ Antonio Cosío Ariño*
 
Director
Antonio Cosío Ariño
 
 
 
 
 
 
 
 
 
Director
Laura Diez Barroso de Laviada
 
 
 
 
 
 
 
Director
Élmer Franco Macías
 
 
 
 
Director
 
 
 
Ángel Losada Moreno
 
 
 
 
 
 
 
Director
Rómulo O’Farrill Jr.
 
 
 
 
 
/s/ Ricardo Martín Bringas*
 
Director
Ricardo Martín Bringas
 
 
 
 
 
/s/ Fernando Senderos Mestre*
 
Director
Fernando Senderos Mestre
 
 
 
 
 
 /s/ Amparo Espinosa Rugarcía*
 
Director
Amparo Espinosa Rugarcía
 
 
 
 
 
/s/ Marco Antonio Slim Domit*
 
Director
Marco Antonio Slim Domit
 
 
 
 
 
/s/ Rayford Wilkins, Jr.*
 
Director
Rayford Wilkins, Jr.
 
 
 
 
 
/s/ Rafael Kalach Mizrahi*
 
Director
Rafael Kalach Mizrahi
 
 
 
 
 
 
 
Director
Richard P. Resnick
 
 
 
 
 
/s/ Larry I. Boyle*
 
Director
Larry I. Boyle
 
 
 
 
 
/s/ Héctor Slim Seade* 
 
Chief Executive Officer
Héctor Slim Seade
 
 
 
 
 
/s/ Adolfo Cerezo Pérez
 
Chief Financial and Accounting Officer
Adolfo Cerezo Pérez
 
 
 
 
 
/s/ Donald J. Puglisi*
 
Authorized Representative in the United States
Donald J. Puglisi
 
 
 
 
 
*By: /s/Adolfo Cerezo Pérez 
 
 
Name: Adolfo Cerezo Pérez
 
 
Title: Power of Attorney
 
 

 
INDEX TO EXHIBITS

Exhibit
Number
    
(a)
  
Form of Amended and Restated Deposit Agreement
     
(f)
  
Powers of Attorney