SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13D/A*
under the Securities Exchange Act of 1934 **
_________________________
VITRO, S.A.B. de C.V.
(Name of Issuer)
_________________________
Common Shares, without par value
American Depositary Shares (evidenced by American Depositary
Receipts), each of which represents 3 Ordinary Participation Certificates (Certificados
de Participacion Ordinarios) ("CPOs"), which each represents one Common Share,
without par value
(Title of Class of Securities)
_________________________
928502 30 1
(CUSIP Number)
_________________________
Claudio L. Del Valle
Vitro, S.A. de C.V.
Ave. Ricardo Margain No. 400
Col. Valle del Campestre, 66265
San Pedro Garza Garcia
Nuevo Leon, Mexico
(52) (81) 8863-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_________________________
July 27, 2009
(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 ss 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 s
240.13d-7(b) for other parties to whom copies are to be sent.
* This statement constitutes Amendment No. 5 of the Report on
Schedule 13D of the reporting group consisting of Mr. Sada Gonzalez, Mrs. Cueva
de Sada and Mr. Sada Jr.
** 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).
(Continued on following pages)
CUSIP No. 928502 30 1
* Includes 1,157,900 vested options held by Mr. Sada pursuant
to Vitro's Stock Option Plan.
CUSIP No. 928502 30 1
* Mrs. Esther Cueva de Sada directly beneficially owns
3,257,651 common shares of Vitro, and jointly with Mr. Adrian Sada Cueva shares
the voting rights in respect of 9,878,494 common shares of Vitro held in Trust
No. 7885-6. In accordance with the terms and conditions of the trust agreement
dated December 23, 1997, entered by and between Banca Serfin, S.A., Institucion
de Banca Multiple, Grupo Financiero Serfin, as trustee, and Mr. Adrian Sada
Gonzalez, the trustee acting through the beneficiaries of the trust (Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada) or by whom they may designate, shall
exercise the voting rights attributable to the shares. The trustee will transfer
the shares to Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada, in equal
amounts, after a period of ninety days has elapsed following Mr. Sada's death.
CUSIP No. 928502 30 1
* Mr. Adrian Sada Cueva directly beneficially owns 2,558,519
common shares of Vitro, and jointly with Mrs. Esther Cueva de Sada shares the
voting rights in respect of 9,878,494 common shares of Vitro held in Trust No.
7885-6. In accordance with the terms and conditions of the trust agreement dated
December 23, 1997, entered by and between Banca Serfin, S.A., Institucion de
Banca Multiple, Grupo Financiero Serfin, as trustee, and Mr. Adrian Sada
Gonzalez, the trustee acting through the beneficiaries of the trust (Mr. Adrian
Sada Cueva and Mrs. Esther Cueva de Sada) or by whom they may designate, shall
exercise the voting rights attributable to the shares. The trustee will transfer
the shares to Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada, in equal
amounts, after a period of ninety days has elapsed following Mr. Sada's death.
Item 1. Security and Issuer.
This report on Schedule 13D relates to common shares, without par value (the
"Shares"), of Vitro, S.A.B. de C.V., a corporation incorporated under the laws
of the United Mexican States ("Vitro"). This report on Schedule 13D constitutes
Amendment No. 5 to the report on Schedule 13D filed with the Commission by the
reporting group consisting of Mr. Sada Gonzalez, Mrs. Cueva de Sada and Mr.
Adrian Sada Jr. (the "Reporting Group") on June 5, 2002 (the "Reporting Group
13D"). The Shares are listed on the New York Stock Exchange in the form of
American Depositary Shares ("ADSs"), each of which represents 3 Ordinary
Participation Certificates (Certificados de Participacion Ordinarios) ("CPOs").
Each CPO represents one Share. The address of Vitro's principal executive
offices is Avenida Ricardo Margain No. 400, Col. Valle del Campestre, 66265, San
Pedro Garza Garcia, Nuevo Leon, Mexico.
Item 2. Identity and Background.
(a), (b), (c), (f) This Amendment No. 5 to Schedule 13D is being jointly
filed as a group by (i) Mr. Adrian Sada Gonzalez, a citizen of the United
Mexican States ("Mr. Sada"), (ii) Mrs. Esther Cueva de Sada, a citizen of the
United Mexican States ("Mrs. Sada") and (iii) Mr. Adrian Sada Cueva, a citizen
of the United Mexican States ("Mr. Sada Jr.") (collectively, the "Reporting
Group"). Mr. Sada and Mrs. Sada are husband and wife and Mr. Sada Jr. is their
son. Mr. Sada, Mrs. Sada and Mr. Sada Jr. own directly the following numbers of
Shares, respectively: 15,013,722; 3,257,651 and 2,558,519. In addition, on
December 23, 1997, Mr. Sada and Banca Serfin S.A., Institucion de Banca
Multiple, Grupo Financiero Serfin, as trustee, entered into a trust agreement
(the "Family Trust") pursuant to which the trustee currently holds 9,878,494
Shares transferred to the Family Trust by Mr. Sada. In accordance with the terms
and conditions of the Family Trust, the trustee acting through the beneficiaries
of the trust (Mr. Sada Jr. and Mrs. Sada) or by whom they may designate,
exercises the voting rights attributable to the shares, and will transfer the
shares held in trust to the beneficiaries, in equal amounts, after a period of
ninety days has elapsed following Mr. Sada's death.
Mr. Sada has been a member of the Board of Directors of Vitro since 1984. Mr.
Sada is currently the Chairman of the Board of Directors of Vitro, a member of
the Boards of Alfa, S.A.B. de C.V., Gruma, S.A.B. de C.V., Cydsa, S.A.B. de
C.V., Regio Empresas, S.A.B. de C.V., the Latin American Executive Board for the
Wharton School of Finance, the Mexican Businessmen Council and the Consejo de
Industriales de Nuevo Leon. In addition, Mr. Sada is also President of Vitro's
Finance and Planning Committee. Mrs. Sada has no present occupation; Mr. Sada
Jr. is the Director of the automotive sector of Vitro's Flat Glass business
unit. The business address of Mr. Sada, Mrs. Sada and Mr. Sada Jr. is Avenida
Ricardo Margain No. 400, Col. Valle del Campestre, San Pedro Garza Garcia, Nuevo
Leon, 66265, Mexico.
(d), (e) During the last five years, no member of the Reporting Group has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
During March and April 2007, Mr. Sada sold 2,312,837 Shares to the market.
In December, 2007, Mr. Sada received 2,500,000 Shares as a gift from his
parents (Mr. Adrian Sada Trevino and Mrs. Maria Nelly Gonzalez de Sada).
In October 13, 2008, Mr. Adrian Sada Trevino passed away and from December
2008 to May 2009 Mr. Sada received 4,416,129 Shares either inherited or donated
from his parents.
Item 4. Purpose of Transaction.
The Shares that are the subject of this Amendment No. 5 to Schedule 13D are
the 2,312,837 shares that Mr. Sada sold and the 6,916,129 Shares received as
either inherited or donated from his parents.
The Shares that are the subject of this Amendment No. 5 to Schedule 13D were
acquired by Mr. Sada for investment purposes.
No member of the Reporting Group has any current plans or proposals that
relate to or would result in any of the actions set forth in items (b) to (j) of
Item 4 of Schedule 13D.
Any member of the Reporting Group may acquire additional Shares (or ADSs),
dispose of some or all of their Shares (or ADSs) or consider entering into
corporate transactions involving Vitro. The future activities of any member of
the Reporting Group with respect to the Shares (or ADSs) will depend upon, among
other things, capital availability and requirements and the market price of the
Shares (or ADSs).
Item 5. Interest in Securities of the Issuer.
(a) Rows (11) and (13) of the cover pages to this Amendment No. 5 to Schedule
13D are hereby incorporated by reference. Mr. Sada beneficially owns 15,013,722
Shares consisting of 13,855,822 Shares he owns directly and 1,157,900 vested
options held by Mr. Sada pursuant to Vitro's Stock Option Plan.
Mrs. Sada directly beneficially owns 3,257,651 Shares and, jointly with Mr.
Sada Jr., indirectly beneficially owns the 9,878,494 Shares held in the Family
Trust. Mr. Sada Jr. directly beneficially owns 2,558,519 Shares and jointly with
Mrs. Sada indirectly beneficially owns the 9,878,494 Shares held in the Family
Trust. Mr. Sada, Mrs. Sada and Mr. Sada Jr. beneficially own, as a group, an
aggregate of 30,708,386 Shares, which represents 8.0% of the total outstanding
Shares.
Mr. Sada's mother, Mrs. Maria Nelly Gonzalez de Sada, together with Mr.
Sada's siblings, Mr. Federico Sada Gonzalez, Ms. Alejandra Sada Gonzalez and
Mrs. Maria Nelly Sada de Yarte, their spouses and children own an aggregate of
73,302,665 Shares, representing 18.9% of the total outstanding Shares. The
members of the Reporting Group disclaim beneficial ownership of the Shares owned
by Mr. Sada's mother and his siblings and their spouses and children.
(b) Rows (7) through (10) of the cover pages to this Amendment No. 5 to
Schedule 13D, which are hereby incorporated by reference, set forth the amount
of Shares as to which there is sole power to vote or direct the vote or to
dispose or to direct the disposition, and the number of Shares as to which there
is shared power to vote or to direct the vote, or shared power to dispose or to
direct the disposition.
(c) There were no transactions in the Shares that were effected during the
past sixty days by any member of the Reporting Group, except as described in
this Amendment No. 5 to Schedule 13D.
(d) No person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares owned by any member
of the Reporting Group as a direct beneficial owner, except as described in this
Amendment No. 5 to Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in this Amendment No. 5 to Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the persons named in Item 2 and any person with respect to any
securities of Vitro, including but not limited to transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. No securities are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such securities.
Item 7. Material to Be Filed as Exhibits.
Not applicable to this Amendment No. 5 to Schedule 13D.
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.
Date: July 27, 2009
by /s/ Adrian Sada Gonzalez
Adrian Sada Gonzalez
by /s/ Esther Cueva de Sada
Esther Cueva de Sada
by /s/ Adrian Sada Cueva
Adrian Sada Cueva
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