WASHINGTON, D.C. 20549
VITRO, S.A.B. de
C.V.
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 ssss 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. L
NOTE:
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss 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 Trevino and Mrs. Gonzalez de 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).
CUSIP No. 928502 30 1
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1
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Names of Reporting Persons
Adrian Sada Trevino
IRS Identification Nos. of Above Persons
(entities only)
Not Applicable (natural person)
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) y
(b) L
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
Not Applicable
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5
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Check if Disclosure of Legal Proceedings is
Required
Pursuant to Items 2(d) or 2(e) L
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6
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Citizenship or Place of Organization
United Mexican States
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Number
of Shares Beneficially Owned by Each Reporting Person with
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7
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Sole Voting Power
10,605,041 common shares *
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
10,605,041 common shares *
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each
Reporting Person
10,605,041 common shares *
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12
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Check if the Aggregate Amount in Row (11)
Excludes
Certain Shares (See Instructions) y
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13
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Percent of Class Represented by Amount in Row
(11)
3.1%
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14
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Type of Reporting Person (See Instructions)
IN
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* Includes 6,748,800 common shares held in the form of ADSs
and 90,400 vested options held by Mr. Sada pursuant to Vitro's Stock Option
Plan.
CUSIP No. 928502 30 1
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1
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Names of Reporting Persons
Maria Nelly Gonzalez de Sada
IRS Identification Nos. of Above Persons
(entities only)
Not Applicable (natural person)
|
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) y
(b) L
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3
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SEC Use Only
|
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4
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Source of Funds (See Instructions)
Not Applicable
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5
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Check if Disclosure of Legal Proceedings is
Required
Pursuant to Items 2(d) or 2(e) L
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6
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Citizenship or Place of Organization
United Mexican States
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|
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Number
of Shares Beneficially Owned by Each Reporting Person with
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7
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Sole Voting Power
7,150,011 common shares
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8
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Shared Voting Power
0
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|
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9
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Sole Dispositive Power
7,150,011 common shares
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10
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Shared Dispositive Power
0
|
|
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11
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Aggregate Amount Beneficially Owned by Each
Reporting Person
7,150,011 common shares
|
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes
Certain Shares (See Instructions) y
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13
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Percent of Class Represented by Amount in Row
(11)
2.1%
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14
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Type of Reporting Person (See Instructions)
IN
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Item 1.
Security and Issuer.
This 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 Trevino and Mrs. Gonzalez de Sada
(the "Reporting Group") on June 29, 2001 (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 by (i) Mr.
Adrian Sada Trevino, a citizen of the United Mexican States ("Mr. Sada"),
and (ii) Mrs. Maria Nelly Gonzalez de Sada, a citizen of the United Mexican
States ("Mrs. Sada"). Mr. Sada and Mrs. Sada are husband and wife.
Mr. Sada has
been a member of the Board of Directors of Vitro since 1969. From 1972 to
1991, Mr. Sada was the Chairman of the Board of Directors of Vitro. Mr.
Sada is currently the Honorary Chairman of the Board of Directors of Vitro
and Chairman of the Board of Fundacion Martinez Sada, a charitable
organization. Mrs. Sada has no present occupation. Mr. and Mrs. Sada's
business address is Avenida Ricardo Margain No. 400, Col. Valle del
Campestre, 66265, San Pedro Garza Garcia, Nuevo Leon, Mexico.
(d), (e)
During the last five years, neither Mr. Sada nor Mrs. Sada 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.
In December, 2007, Mr. Sada and Mrs. Sada gave as a gift
to their children an aggregate of 10,000,000 shares (2,500,000 shares to
each of their four children).
Item 4.
Purpose of Transaction.
The Shares
that are the subject of this Amendment No. 5 to Schedule 13D are an
aggregate of 10,000,000 Shares that were given by Mr. Sada and Mrs. Sada as
a gift to their four Children.
Mr. and Mrs.
Sada may acquire additional Shares (or ADSs), dispose of some or all of
their Shares (or ADSs) or consider entering into corporate transactions
involving Vitro. Mr. and Mrs. Sada's future activities 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). Neither Mr.
Sada nor Mrs. Sada have 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.
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.
and Mrs. Sada beneficially own an aggregate of 17,755,052 Shares, which
represents 5.2% of the total outstanding Shares. The 10,605,041 Shares owned
by Mr. Sada include vested options held by Mr. Sada pursuant to Vitro's
Stock Option Plan to acquire 90,400 Shares and 6,748,800 Shares owned by
Mr. Sada held in the form of ADSs.
Mr. and Mrs. Sada's Children (Mr. Adrian Sada Gonzalez,
Mr. Federico Sada Gonzalez, Ms. Alejandra Sada Gonzalez and Mrs. Maria Nelly
Sada de Yarte), their Children's spouses and their grandchildren own an
aggregate of 86,346,520 Shares, representing 25.3% of the total outstanding
Shares. Mr. Adrian Sada Gonzalez is currently the Chairman of the Board of
Directors of Vitro. Mr. Federico Sada Gonzalez is currently the Chief
Executive Officer of Vitro and a member of the Board of Directors of Vitro. Mr. and Mrs. Sada disclaim beneficial ownership of the Shares owned by their
Children, their Children's spouses and their grandchildren.
(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 Mr. Sada or Mrs. Sada, 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 Mr. Sada and
Mrs. Sada.
(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: February 8, 2008
by /s/
Adrian Sada Trevino
Adrian Sada Trevino
by /s/
Maria Nelly Gonzalez de Sada
Maria Nelly Gonzalez de Sada