UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Telefonos de Mexico, S.A. de C.V. -------------------------------------------------------------------------------- (Name of Subject Company (issuer)) Telefonos de Mexico, S.A. de C.V. -------------------------------------------------------------------------------- (Name of Filing Person (issuer)) 4.25% Convertible Senior Debentures Due 2004 -------------------------------------------------------------------------------- (Title of Class of Securities) 879403AD5 -------------------------------------------------------------------------------- (CUSIP Numbers of Classes of Securities) -------------------------------------------------------------------------------- Adolfo Cerezo Perez Chief Financial Officer Telefonos de Mexico, S.A. de C.V. Parque Via 190 Colonia Cuauhtemoc 06599 Mexico, D.F. Mexico (52) 55 5222 5144 -------------------------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Nicolas Grabar Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 Calculation of Filing Fee Transaction valuation* Amount of filing fee U.S.$45,202.88 *For the purpose of calculating amount of filing fee only. The amount assumes that U.S.$500,000,000 of the principal amount of the outstanding debentures are purchased at a price of U.S.$1,117.50 per U.S.$1,000 principal amount of the debentures. |_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable. |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| INTRODUCTORY STATEMENT This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to an offer by Telefonos de Mexico, S.A. de C.V., a Mexican corporation (the "Company"), to purchase for cash up to U.S.$500,000,000 aggregate principal amount of its 4.25% Convertible Senior Debentures Due 2004 (the "Debentures"), at a purchase price of U.S.$1,117.50 per U.S.$1,000 principal amount of the Debentures plus accrued and unpaid interest to (but excluding) the date of purchase (the "Purchase Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 9, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set forth in Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in answer to Items 1 through 11 in this Schedule TO, except those items as to which information is specifically provided herein. The table below names each person specified in Instruction C to Schedule TO. Unless otherwise indicated, each such person's business address is that of our executive offices, and they may be contacted by phone by dialing Jose Manuel Camacho Berrueta at (52) 55 5222 5167. Name Position ---- -------- Board of Directors of the Company Carlos Slim Helu Chairman Carlos Slim Domit Co-chairman; chairman of the executive committee Jaime Chico Pardo Vice chairman; member of the executive committee Emilio Azcarraga Jean Director Antonio Cosio Arino Director; alternate member of the executive committee Amparo Espinosa Rugarcia Director Elmer Franco Macias Director Angel Losada Moreno Director Romulo O'Farrill Jr. Director Juan Antonio Perez Simon Vice chairman; member of the executive committee Fernando Senderos Mestre Director Marco Antonio Slim Domit Director; alternate member of the executive committee James W. Callaway Director Mark E. Royse Director; member of the executive committee Janet M. Duncan Director; alternate member of the executive committee Rafael Kalach Mizrahi Director Ricardo Martin Bringas Director Officers of the Company Jaime Chico Pardo Chief Executive Officer Isidoro Ambe Attar Commercial-Corporate Area Adolfo Cerezo Perez Chief Financial Officer Javier Elguea Solis Dean of Inttelmex Arturo Elias Ayub Strategic Alliances, Communications and Institutional Relations Eduardo Gomez Chibli Technical and Long Distance Javier Mondragon Alarcon General Counsel Jaime Perez Gomez Human Resources Patrick Slim Domit Commercial-Retail Markets Hector Slim Seade Support to Operations Andres R. Vazquez del Mercado Benshimol Investments and Strategic Development Oscar Von Hauske Solis Systems and Processes Jose Covarrubias Bravo East Metro Division Dario Fernandez Lizardi Gulf Division Miguel Angel Gonzalez Arriaga West Division Gerardo Leal Garza South Metro Division Francisco Niembro Gonzalez West Metro Division Hiram Ontiveros Medrano Norwest Division Raymundo Paulin Velasco Northeast Division Jorge Luis Suastegui Esquivel Center Division Miguel Angel Vera Garcia Southwest Division Luis Villanueva Gomez Telnor Gerardo Zozaya North Division Board of Directors of the Company Carso Global Telecom, S.A. de C.V. Carlos Slim Helu Carlos Slime Domit Jaime Chico Pardo Claudio X. Gonzalez Laporte Joe Kuri Harfush Juan Antonio Perez Simon Officers of Carso Global Telecom, S.A. de C.V. Jaime Chico Pardo Armando Ibanez Vazquez Other controlling persons Maria Soumaya Slim Domit Vanessa Paola Slim Domit Johanna Monique Domit Carso Global Telecom, S.A. de C.V. Avenida Insurgentes Sur No. 3500 Planta Baja Colonia Pena Pobre, Mexico, D.F., C.P. 14060 (52) 55 5244 0802 Item 8. Interest in Securities of the Subject Company. Beginning on July 24, 2003, we repurchased debentures in the open market and in private transactions in a series of transactions concluding on August 26, 2003. A total of U.S.$190,000,000 aggregate principal amount of debentures were purchased. The table below sets forth the dates of the transactions, as well as the average price and the principal amount purchased on each such date. Date Price Principal Amount July 24, 2003...............................U.S.$111.0000 U.S.$10,000,000 July 25, 2003....................................110.6250 5,000,000 July 29, 2003....................................111.0000 25,000,000 July 30, 2003....................................110.8438 20,000,000 July 31, 2003....................................111.1250 5,000,000 August 1, 2003...................................111.3125 20,000,000 August 4, 2003...................................111.0833 15,000,000 August 20, 2003..................................110.7250 25,000,000 August 21, 2003..................................110.6250 10,000,000 August 22, 2003..................................110.6250 10,000,000 August 25, 2003..................................110.3250 25,000,000 August 26, 2003..................................110.0833 15,000,000 August 27, 2003..................................110.8750 5,000,000 ---------------- U.S.$190,000,000 ================ Except as set forth above, based on Telmex's records and on information provided to Telmex by its directors, managers, executive officers, associates and subsidiaries, none of Telmex or any of its associates or subsidiaries and, to the best of Telmex's knowledge, none of the directors, managers, executive officers or controlling persons of Telmex or any of their subsidiaries, or any associates or subsidiaries of any of the foregoing, beneficially owns any debentures or has effected any transactions in the debentures during the past 60 days. Item 10. Financial Statements. Pursuant to Instruction 2 to Item 10, financial information is not material. Item 12. Exhibits. (a)(1)(A) Offer to Purchase, dated October 9, 2003. (a)(1)(B) Form of Letter of Transmittal. (a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Press Release issued by Telmex dated October 8, 2003. SIGNATURE After due 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. Dated: October 9, 2003 TELEFONOS DE MEXICO, S.A. DE C.V. By: /s/ Adolfo Cerezo Perez ------------------------ Name: Adolfo Cerezo Perez Title: Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- (a)(1)(A) Offer to Purchase, dated October 9, 2003. (a)(1)(B) Form of Letter of Transmittal. (a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Press Release issued by Telmex dated October 8, 2003.