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. 4 of the Report on
Schedule 13D of the reporting group consisting of Mr. Sada Gonzalez, Mrs. Melo
de Sada, Mr. Federico Sada Jr., Ms. Sada and Mr. Mauricio Sada.
** 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 835,400 vested options held by Mr. Sada pursuant to
Vitro's Stock Option Plan.
CUSIP No. 928502 30 1
CUSIP No. 928502 30 1
CUSIP No. 928502 30 1
CUSIP No. 928502 30 1
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. 4 to the report on Schedule 13D filed with the Commission by the
reporting group consisting of Mr. Sada Gonzalez, Mrs. Melo de Sada, Mr. Federico
Sada Jr., Ms. Sada and Mr. Mauricio Sada (the "Reporting Group") on December 31,
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. 4 to Schedule 13D is being jointly
filed as a group by (i) Mr. Federico Sada Gonzalez, a citizen of the United
Mexican States ("Mr. Sada"), (ii) Mrs. Liliana Melo de Sada, a citizen of the
United Mexican States ("Mrs. Sada"), (iii) Mr. Federico Sada Melo, a citizen of
the United Mexican States ("Mr. Federico Sada Jr."), (iv) Ms. Liliana Sada Melo,
a citizen of the United Mexican States ("Ms. Sada"), and (v) Mr. Mauricio Sada
Melo, a citizen of the United Mexican States ("Mr. Mauricio Sada")
(collectively, the "Reporting Group"). Mr. Sada and Mrs. Sada are husband and
wife and Mr. Federico Sada Jr., Ms. Sada and Mr. Mauricio Sada are their
children. Mr. Sada, Mrs. Sada, Mr. Federico Sada Jr., Ms. Sada and Mr. Mauricio
Sada own directly the following numbers of Shares: 27,474,244; 2,570,884; 242;
242; and 7,153, respectively.
Mr. Sada was a member of the Board of Directors of Vitro from 1982 to 2009.
He is also member of the Boards of Bombardier, Inc; Instituto Tecnologico y de
Estudios Superiores de Monterrey (ITESM), Regio Empresas and the University of
Texas MD Anderson Cancer Center. Mr. Sada is the former Chairman of the Mexican
Council for Foreign Trade. He serves as the Chairman of the Council of the
National Museum of History and as the Chairman of the Board of Trustees of
Chipinque Ecological Park Foundation. Mr. Sada is also a member of International
Business Council of the World Economic Forum and the World Business Council for
Sustainable Development. Mrs. Sada and Ms. Sada have no present occupation. Mr.
Federico Jr. is a member of the Board of Directors since April 2009 and export
sales manager of Flat Glass business unit. Mr. Mauricio Sada works in Strategic
Planning department of Vitro's Glass Containers business unit. The business
address of Mr. Sada, Mrs. Sada and their children 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 April 2007, Mr. Sada sold 2,477,593 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 4,416,130 Shares either inherited or donated
from his parents.
Item 4. Purpose of Transaction.
The Shares that are the subject of this Amendment No. 4 to Schedule 13D are
the 2,477,593 shares that Mr. Sada sold and the 6,916.130 Shares received as
either inherited or donated from his parents.
The Shares that are the subject of this Amendment No. 4 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. 4 Schedule
13D are hereby incorporated by reference. Mr. Sada beneficially owns 27,474,244
Shares consisting of 26,638,844 Shares he owns directly and the 835,400 vested
options held by Mr. Sada pursuant to Vitro's Stock Option Plan.
Mrs. Sada directly beneficially owns 2,570,884 Shares. Mr. Federico Sada Jr.
directly beneficially owns 242 Shares. Ms. Sada directly beneficially owns 242
Shares. Mr. Mauricio Sada directly beneficially owns 7,153 Shares. The Reporting
Group beneficially own, as a group, an aggregate of 30,052,765 Shares, which
represents 7.8% of the total outstanding Shares.
Mr. Sada's mother, Mrs. Maria Nelly Gonzalez de Sada, together with Mr.
Sada's siblings, Mr. Adrian Sada Gonzalez, Ms. Alejandra Sada Gonzalez and Mrs.
Maria Nelly Sada de Yarte, their spouses and children own an aggregate of
73,958,286 Shares, representing 19.1% of the total outstanding Shares. Mr.
Adrian Sada Gonzalez is currently the Chairman of the Board of Directors of
Vitro. 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. 4 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. 4 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. 4 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. 4 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. 4 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/ Federico Sada Gonzalez
Federico Sada Gonzalez
by /s/ Liliana Melo de Sada
Liliana Melo de Sada
by /s/ Federico Sada Melo
Federico Sada Melo
by /s/ Liliana Sada Melo
Liliana Sada Melo
by /s/ Mauricio Sada Melo
Mauricio Sada Melo
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