SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

 

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.1   (the “Issuer”)

(Name of Issuer)

Series B Shares of Common Stock (“Series B Shares”)

(Title of Class of Securities)

4005102 2

(CUSIP Number)

 

Empresas ICA, S.A.B. de C.V.

Mineria 145

Edificio Central

11800 Mexico City

Mexico

(5255) 5272-9991 x3664

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 6, 2007

(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 §§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 §240.13d-7 for other parties to whom copies are to be sent.

 

*       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 the following pages)

(Page 1 of 31)

_________________________

1 

Translation of Issuer’s Name: Central North Airport Group.

2             No CUSIP number exists for the underlying Shares, as the Shares are not traded in the United States. The CUSIP number 4005102 is only for the American Depositary Shares (“ADSs”) representing Shares.

 

 

 

 

 

 

 



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1

NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

Empresas ICA, S.A.B. de C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                          

(a) o

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Mexico

NUMBER OF SHARES

7

SOLE VOTING POWER

154,255,300 Series B Shares

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

36,812,000 Series B Shares

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

154,255,300 Series B Shares

WITH

10

SHARED DISPOSITIVE POWER

36,812,000 Series B Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

191,067,300 Series B Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                   o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.94% Series B Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

CO

 

 

 

 

 

 

 

 



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1

NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

Aeroinvest, S.A. de C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                          

(a) o

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Mexico

NUMBER OF SHARES

7

SOLE VOTING POWER

154,255,300 Series B Shares

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

36,812,000 Series B Shares

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

154,255,300 Series B Shares

WITH

10

SHARED DISPOSITIVE POWER

36,812,000 Series B Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

191,067,300 Series B Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                   o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.94% Series B Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

CO

 

 

 

 

 

 

 

 



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1

NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

Servicios de Tecnologia Aeroportuaria, S.A. de C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                          

(a) o

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Mexico

NUMBER OF SHARES

7

SOLE VOTING POWER

 

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

36,812,000 Series B Shares (See Item 5)

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

 

WITH

10

SHARED DISPOSITIVE POWER

36,812,000 Series B Shares (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,812,000 Series B Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                   o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.01% Series B Shares (See Item 5)

14

TYPE OF REPORTING PERSON*

CO

 

 

 

 

 

 

 

 



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Item 1.

Security and Issuer.

This statement relates to the Series B Shares of Common Stock (“Series B Shares”) of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Issuer”).

The address of the principal executive offices of the Issuer is Aeropuerto Internacional de Monterrey, Zona de Carga, Carretera Miguel Aleman, Km. 24, 66600 Apodaca, Nuevo Leon, Mexico.

 

Item 2.

Identity and Background.

Empresas ICA, S.A.B. de C.V. (“ICA”), Aeroinvest, S.A. de C.V. (“Aeroinvest”) and Servicios de Tecnologia Aeroportuaria, S.A. de C.V. (“SETA”) (each a “Reporting Person” and together the “Reporting Persons”) are filing this Schedule.

 

ICA is organized in Mexico. ICA’s principal lines of business are civil and industrial construction and engineering; housing development; and infrastructure operations, including airports, toll roads, and municipal services. ICA’s business address is Mineria No. 145, Edificio Central, 11800 Mexico City, Mexico.

 

Aeroinvest is organized in Mexico. Aeroinvest is a wholly owned subsidiary of ICA. Aeroinvest’s business address is Mineria No. 145, Edificio Central, 11800 Mexico, D.F., Mexico.

SETA is organized in Mexico. Aeroinvest owns 74.5% of the voting stock of SETA. SETA’s principal line of business is operating and providing technical assistance to the Issuer. SETA’s business address is Carretera Miguel Aleman Km. 24, Blvd. Aeropuerto y Aeropuerto Internacional de Monterrey, 66600 Apodaca, Nuevo Leon, Mexico. The remaining 25.5% of SETA’s voting stock is owned by Aeroports de Paris Management, S.A. (“ADPM”).

 

None of the Reporting Persons have, during the last five years, 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.

Since the initial public offering of the Issuer’s Series B Shares on November 29, 2006, the Reporting Persons have purchased an aggregate of 10,103,800 additional Series B Shares at an aggregate purchase price of Ps.402,674,178. The Reporting Persons used working capital to purchase the Series B Shares.

Item 4.

Purpose of Transaction.

On November 29, 2006, a Mexican trust established by Nacional Financiera, S.N.C. (“NAFIN”), acting pursuant to the instructions of the Mexican Ministry of Communications and Transportation, sold 48.02% of the Issuer’s outstanding capital stock

 

 

 

 

 

 

 



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through a global public offering of Series B Shares in the form of American Depositary Shares (“ADSs”) and Series B Shares concurrently in the United States and Mexico (the “IPO”). At the time of the IPO, Aeroinvest directly beneficially owned 141,120,000 Series B Shares and SETA directly beneficially owned 58,800,000 Series BB Shares. ICA, Aeroinvest and SETA reported their beneficial ownership of the Issuer’s B Shares on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2007. Since the IPO, ICA has directly acquired 13,135,300 Series B Shares as described in Item 3 above.

 

Aeroinvest, a wholly owned subsidiary of ICA, directly beneficially owns Series B Shares representing 38.56% of the capital stock of the Issuer and ordinary shares representing 74.5% of the capital stock of SETA, and as such Aeroinvest may be deemed to control the Issuer. ICA, through its ownership of all of the voting capital stock of Aeroinvest, may be deemed to control the Issuer through Aeroinvest.

Pursuant to the Issuer’s bylaws, SETA (as holder of the Issuer’s Series BB shares) has the right to present to the board of directors the name or names of the candidates for appointment as the Issuer’s chief executive officer, to appoint and remove half of the Issuer’s executive officers, which currently include its chief financial officer, chief operating officer and commercial director, to elect three members of the Issuer’s board of directors and to propose the appointment of at least one member of each of the Issuer’s committees. SETA (as holder of the Issuer’s Series BB shares) also has the right pursuant to the Issuer’s bylaws to veto certain actions requiring approval of the Issuer’s stockholders (including the payment of dividends, the amendment of the Issuer’s bylaws and the amendment of its right to appoint certain members of its senior management). Additionally, most matters voted on by the Issuer’s board of directors require the affirmative vote of the directors appointed by the holder of the Issuer’s Series BB shares. In the event of the termination of the technical assistance agreement between SETA and the Issuer, (the “Technical Assistance Agreement”), the Series BB shares would be converted into Series B Shares, resulting in the termination of all of SETA’s special rights. If at any time before June 14, 2015 SETA were to hold less than 7.65% of the Issuer’s capital stock in the form of Series BB shares, it would lose its veto rights (but its other special rights would be unaffected). If at any time after June 14, 2015 SETA were to hold less than 7.65% of the Issuer’s capital stock in the form of Series BB shares, such shares must be converted into Series B Shares, which would cause SETA to lose all of its special rights. As long as SETA retains at least 7.65% of the Issuer’s capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place. In addition, shareholders of SETA have allocated among themselves certain veto rights relating to the exercise by SETA of its veto and other rights.

Under the terms of the Participation Agreement among the Issuer, the Mexican Ministry of Communications and Transportation, NAFIN, various concession companies, SETA, Constructoras ICA, S.A. de C.V. and Aeroports de Paris and Vinci, S.A. (the “Participation Agreement”) and the trust with Bancomext in which SETA has placed its shares (the “Bancomext Trust”), (i) SETA’s key partners, currently ADPM and Aeroinvest, are required jointly to maintain at least 51% ownership of SETA until June 14, 2015, (ii) Aeroinvest must maintain at least a 25.5% ownership interest in SETA until such date and (iii) ADPM must maintain at least a 10% ownership interest in SETA until such date. To the extent that a key partner acquires shares of SETA in excess of its above-referred interest, such additional interest

 

 

 

 

 

 

 



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may be sold without restriction. If SETA or any of its stockholders defaults on any obligation contained in the trust agreement, or if SETA defaults on any obligation contained in the Participation Agreement or the Technical Assistance Agreement, after specified notice and cure provisions, the Bancomext Trust provides that the trustee may sell 5% of the shares held in the trust and pay the proceeds of such sale to the Issuer as liquidated damages.

 

Pursuant to a consortium agreement entered into among ADPM and Aeroinvest on May 16, 2000 as amended and restated (the “Consortium Agreement”), the shareholders of SETA agreed that ADPM shall have the right to appoint one member of the Issuer’s board of directors and that Aeroinvest shall have the right to appoint up to three members of the Issuer’s board of directors, the third of whom must satisfy the independence criteria of the Sarbanes-Oxley Act of 2002. The right to appoint certain of the Issuer’s officers under the Consortium Agreement is allocated as follows: Aeroinvest shall appoint the Issuer’s chief executive officer, chief financial officer, human resources director (subject to the approval of ADPM) and general counsel; ADPM shall appoint the Issuer’s chief operating officer, the Issuer’s commercial director and the Issuer’s chief safety and quality control officer (subject to the approval of Aeroinvest).

 

Aeroinvest and ADPM have also agreed that:

 

 

 

Aeroinvest will select two members of the Issuer’s Audit Committee, one of whom must satisfy the independence criteria of the Sarbanes-Oxley Act of 2002; and

 

 

 

 

 

 

Aeroinvest and ADPM will jointly select at least one member of the Issuer’s Nominations Committee and Corporate Practices Committee.

 

The Consortium Agreement requires the unanimous vote of Aeroinvest and ADPM to approve: (i) the pledging or creation of a security interest in any of the Issuer’s shares held by SETA and the shares issued by SETA; (ii) any amendments to SETA’s bylaws or the SETA shareholders’ agreement; (iii) the Issuer’s merger, split, dissolution or liquidation; (iv) the amendment or termination of the Issuer’s bylaws, the Participation Agreement, the Technical Assistance Agreement, the technology transfer agreement or related ancillary agreements; (v) changes in the Issuer’s capital structure; (vi) the conversion of the Issuer’s Series BB shares into Series B Shares of the Issuer; and (vii) any sale or transfer of shares of SETA.

Under the Consortium Agreement, transfers by either of Aeroinvest or ADPM of its shares in SETA to an unaffiliated third party are subject to limited rights of first refusal in favor of the non-transferring shareholder, and such transfers by Aeroinvest are subject, under certain conditions, to tag-along rights in favor of ADPM. In addition, the Consortium Agreement includes put and call options in respect of shares of SETA held by Aeroinvest, whereby, from June 14, 2009 through the later of June 14, 2015 and the date that is six months following the termination of the Technical Assistance Agreement, under certain conditions, ADPM may require Aeroinvest to purchase all or a portion of shares of SETA held by ADPM, and in the event of the parties’ inability to resolve definitely a matter to be decided by the board of directors

 

 

 

 

 

 

 



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or shareholders of SETA, Aeroinvest may require ADPM to sell to Aeroinvest all or a portion of shares of SETA held by ADPM.

 

Except as disclosed in this Item 4, ICA has no plans or proposals that relate to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule. ICA may in the future acquire additional Series B Shares or other securities of the Issuer from the Issuer, in the open market, in privately-negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of the Series B Shares owned by ICA in one or more transactions and may consider and explore one or more corporate transactions involving the Issuer. ICA reserves the right to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule, to the extent deemed advisable by ICA.

 

Item 5.

Interest in Securities of the Issuer.

(a)                  The Reporting Persons have the following direct beneficial ownership interests in Series B Shares:

 

 

Series B Shares Owned Directly(1)

 

Number

% of Class

ICA(2)

0

0%

Aeroinvest(3)

154,255,300

41.93%

SETA(4)

36,812,000

10.01%

 

 

 

 

(1) All percentages are based on 367,865,500 Series B Shares outstanding as of November 15, 2007, which is comprised of 339,053,500 Series B Shares outstanding at that date plus 28,812,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares.

 

(2) Aeroinvest is a wholly-owned subsidiary of ICA and thus ICA may be deemed to indirectly beneficially own all Series B Shares directly beneficially owned by Aeroinvest.

 

(3) Aeroinvest directly beneficially owns 74.5% of SETA’s capital stock and thus may be deemed to indirectly beneficially own all of the Series B Shares and Series BB shares directly beneficially owned by SETA.

 

(4) Includes 28,812,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares.

 

(b)                  ICA has sole voting and dispositive power with respect to 154,255,300 Series B Shares, and shared voting and dispositive power with respect to 36,812,000 Series B Shares.

 

Aeroinvest has sole voting and dispositive power with respect to 154,255,300 Series B Shares and shared voting and dispositive power with respect to 36,812,000 Series B Shares.

 

 

 

 

 

 

 



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SETA, through its ownership of Series BB shares, is deemed to have shared voting and dispositive power with respect to 36,812,000 Series B Shares. Series BB shares directly beneficially owned by SETA are considered shared as to voting and dispositive power because SETA is 74.5% owned by Aeroinvest and 25.5% owned by ADPM.

 

On June 22, 2007, in connection with the refinancing described in Item 6 below, Aeroinvest, ADPM (which owns 25.5% of SETA), SETA, Banco Nacional de Comercio Exterior, S.N.C., Division Fiduciaria and Banca Multiple, J.P. Morgan Grupo Financiero, Division Fiduciaria entered into a voting agreement pursuant to which Aeroinvest agreed to vote the Series B Shares it owns directly in the same way SETA votes its Series B Shares at all ordinary and extraordinary shareholders meetings, subject to certain exceptions set forth in the agreement. An English translation of this agreement is filed as an exhibit hereto.

 

(c)                  All transactions in Series B Shares effected by the Reporting Persons during the past 60 days are listed in Schedule I hereto.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

The rules governing the original sale of the Issuer’s Series BB shares from the Mexican government in 2000 to SETA as part of the first stage of the Issuer’s privatization required required SETA, the Issuer and the Mexican Ministry of Communications and Transportation to enter into a Participation Agreement, which established the framework for certain related agreements, including the Technical Assistance Agreement and the Bancomext Trust.

The rules governing the sale of the Issuer’s Series BB shares to SETA also required that SETA place all of its Series BB shares in trust in order to guarantee SETA’s performance of its obligations under a Technical Assistance Agreement with the Issuer and SETA’s commitment to maintain its interest in the Issuer for a specified period of time. Accordingly, SETA has placed its shares in trust with Bancomext. Pursuant to the Issuer’s bylaws, the Technical Assistance Agreement, the Participation Agreement, and the Bancomext Trust, SETA was required to retain at least 51% of the Issuer’s shares until June 14, 2007, after which it is entitled to transfer up to one-eighth of this 51% during each year thereafter. The terms of the Bancomext Trust will be extended for an additional 15 years if, at the end of the initial 15-year term, SETA holds shares representing more than 10% of the Issuer’s capital stock. SETA may terminate the Bancomext Trust before the second 15-year term begins if: (i) SETA holds less than 10% of the Issuer’s capital stock at the end of the initial term; and (ii) the Technical Assistance Agreement has been terminated. If the Bancomext Trust is not terminated within the second 15-year term, SETA is required to instruct Bancomext to transfer the shares to a new trust. SETA is required to deposit in the trust any additional shares of the Issuer’s capital stock that it acquires.

Aeroinvest entered into agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated to refinance its previously outstanding credit facilities in June 2007. The proceeds of the original credit facilities had been applied in part to finance Aeroinvest’s purchase of

 

 

 

 

 

 

 



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36.04% of the Issuer’s Series B Shares and an additional loan to SETA for SETA’s exercise of the option to acquire 2% of the Issuer’s Series B Shares. The refinancing consists of the issuance of the following series of notes by a Mexican trust, payable in U.S. dollars: (i) Ps. 2,125,000,000 aggregate principal amount of Series 2007-1 Class A Notes due 2017, (ii) Ps. 325,000,000 aggregate principal amount of Series 2007-1 Class B Notes due 2017, and (iii) Ps. 355,000,000 aggregate principal amount of Series 2007-1 Class C Notes due 2017. In connection with the Merrill Lynch refinancing, Aeroinvest has assigned its economic interests (including its right to receive dividends) with respect to its Series B Shares representing 36.04% of the Issuer’s capital stock as well as 74.5% of the Series A shares of SETA. The refinancing was approved at the extraordinary shareholders meeting of the Issuer held January 31, 2007.

Under the refinancing agreements, Aeroinvest is required to maintain at least its present ownership interest in the Issuer and SETA, majority control over the Issuer and its subsidiaries and a minimum interest expense to EBITDA ratio. The terms of the refinancing agreements require that Aeroinvest cause the Issuer to comply with numerous covenants, which include certain restrictions on the Issuer’s ability to create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions or otherwise change the Issuer’s business or make investments or capital expenditures outside of the master development plans. As a result, Aeroinvest would be required to obtain a waiver or amendment under the restructuring documents to permit the Issuer to undertake certain of these restricted actions, including the incurrence of any material amount of indebtedness, and there can be no assurances that such waivers or amendments would be obtained. In addition, Aeroinvest is required to cause the Issuer to distribute all of its available cash, subject to certain limitations, as quarterly dividends in accordance with its dividend policy, and is required to restrict the Issuer from making certain changes to the divided policy. If the Issuer does not distribute a minimum required amount of dividends on each dividend payment date, Aeroinvest will be in default under the refinancing documents. If Aeroinvest defaults on its obligations under the refinancing documents, the Issuer would be further restricted in the Issuer’s ability create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions or otherwise change its business or make investments or capital expenditures outside of the master development plans, Aeroinvest could lose its ability to vote its shares of the Issuer’s capital stock as well as its shares of SETA, and the trustee could in certain circumstances foreclose on the Series B Shares and is SETA shares held in trust.

As described above in Item 5(b), on June 22, 2007, in connection with the refinancing, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., Division Fiduciaria and Banca Multiple, J.P. Morgan Grupo Financiero, Division Fiduciaria entered into a voting agreement pursuant to which Aeroinvest agreed to vote its Series B Shares representing 36.04% of the Issuer’s capital stock in the same way SETA votes its shares of the Issuer’s capital stock at all ordinary and extraordinary shareholders meetings, subject to certain exceptions set forth in the agreement.  

 

Other than as disclosed in this Item, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any person with respect to Series B Shares.

 

 

 

 

 

 

 



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Item 7.

Material to be Filed as Exhibits

 

Exhibit 1

Joint Filing Agreement among ICA, Aeroinvest and SETA

 

Exhibit 2

Voting Agreement among Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., Division Fiduciaria and Banca Multiple, J.P. Morgan Grupo Financiero, Division Fuduciaria, English translation (incorporated by reference to the Issuer’s annual report on Form 20-F (File No. 001-33168) filed on July 2, 2007)

 

Exhibit 3

Participation Agreement among the Issuer, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreon, S.A. de C.V., Aeropuerto de San Luis Potosi, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V. and Aeropuerto de Zihuatanejo, S.A. de C.V. (collectively, the “Concession Companies”), SETA, Constructoras ICA, S.A. de C.V., Aeroports de Paris and Vinci, S.A., with the appearance of Bancomext, English translation (incorporated by reference to the Issuer’s registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006)

 

Exhibit 4

Amendment to Participation Agreement among the Issuer, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA, Constructoras ICA, S.A. de C.V. and Aeroports de Paris, with the appearance of Bancomext, English translation (incorporated by reference to the Issuer’s registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006)

 

Exhibit 5

Agreement entered into among NAFIN, Aeroinvest, SETA and the Mexican Federal Government through the Ministry of Communications and Transportation with respect to certain provisions of the Participation Agreement, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006)

 

Exhibit 6

Trust Agreement among the Issuer, Operadora Mexicana de Aeropuertos, S.A. de C.V. (now Servicios de Tecnologia Aeroportuaria, S.A. de C.V.), or SETA, and Banco Nacional de Comercio Exterior, S.N.C., Division Fiduciaria, or Bancomext, English translation (incorporated by reference to the Issuer’s registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006)

 

 

 

 

 

 

 



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Exhibit 7

Amendment to the Trust Agreement among the Issuer, SETA, and Bancomext, English translation (incorporated by reference to the Issuer’s registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006)

 

 

 

 

 

 

 

 



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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.

 

 

November 20, 2007

 

 

 

 

 

 

EMPRESAS ICA, S.A.B. DE C.V.

By: /s/ Luis Carlos Romandía García

 

Luis Carlos Romandía García

 

General Counsel

 

 

 

 

 

 

 

 



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Page 14 of 31

 

 

 

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.

 

 

November 20, 2007

 

 

 

 

 

 

AEROINVEST, S.A. DE C.V.

By: /s/ Bernardo Casas Godoy

 

Bernardo Casas Godoy

 

Legal Representative

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 15 of 31

 

 

 

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.

 

 

November 20, 2007

 

 

 

 

 

 

SERVICIOS DE TECNOLOGÍA AEROPORTUARIA S.A. DE C.V.

By: /s/ Ruben Gerardo Lopez Barrera

Ruben Gerardo Lopez Barrera

 

Legal Representative

 

 

 

 

 

 

 

By: /s/ Nicolas Etennie Marcel Claude

 

Nicolas Etennie Marcel Claude

 

Legal Representative

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 16 of 31

 

 

 

SCHEDULE I

 

In the past 60 days, the Reporting Persons effected the following transactions in Series B Shares on the Mexican Stock Exchange.

 

Reporting Person

Type of Transaction

Trade Date

Number of Shares

Price Per Share

Aeroinvest

Purchase

October 3, 2007

1000

37.50

Aeroinvest

Purchase

October 3, 2007

1000

37.60

Aeroinvest

Purchase

October 3, 2007

1000

37.55

Aeroinvest

Purchase

October 3, 2007

1000

37.55

Aeroinvest

Purchase

October 3, 2007

20000

37.50

Aeroinvest

Purchase

October 3, 2007

1000

37.74

Aeroinvest

Purchase

October 3, 2007

1000

37.50

Aeroinvest

Purchase

October 4, 2007

2000

37.34

Aeroinvest

Purchase

October 4, 2007

2000

37.30

Aeroinvest

Purchase

October 4, 2007

2000

37.30

Aeroinvest

Purchase

October 4, 2007

2000

37.30

Aeroinvest

Purchase

October 4, 2007

100

37.49

Aeroinvest

Purchase

October 4, 2007

1000

37.50

Aeroinvest

Purchase

October 4, 2007

4300

37.50

Aeroinvest

Purchase

October 4, 2007

1800

37.67

Aeroinvest

Purchase

October 4, 2007

1600

37.70

Aeroinvest

Purchase

October 4, 2007

2100

37.70

Aeroinvest

Purchase

October 4, 2007

7100

37.70

Aeroinvest

Purchase

October 5, 2007

1600

37.35

Aeroinvest

Purchase

October 5, 2007

2400

37.35

Aeroinvest

Purchase

October 5, 2007

1600

37.48

Aeroinvest

Purchase

October 5, 2007

200

37.48

Aeroinvest

Purchase

October 5, 2007

2200

37.48

Aeroinvest

Purchase

October 5, 2007

4000

38.00

Aeroinvest

Purchase

October 5, 2007

1600

38.27

Aeroinvest

Purchase

October 5, 2007

2400

38.27

Aeroinvest

Purchase

October 5, 2007

10000

38.60

Aeroinvest

Purchase

October 8, 2007

2600

37.70

Aeroinvest

Purchase

October 8, 2007

2800

37.70

Aeroinvest

Purchase

October 8, 2007

4000

37.80

Aeroinvest

Purchase

October 8, 2007

300

37.80

Aeroinvest

Purchase

October 8, 2007

5600

37.80

Aeroinvest

Purchase

October 8, 2007

3000

37.80

Aeroinvest

Purchase

October 8, 2007

1600

37.80

Aeroinvest

Purchase

October 8, 2007

800

37.80

Aeroinvest

Purchase

October 8, 2007

1900

37.85

Aeroinvest

Purchase

October 8, 2007

800

37.80

Aeroinvest

Purchase

October 8, 2007

2600

37.80

Aeroinvest

Purchase

October 9, 2007

19900

38.30

Aeroinvest

Purchase

October 9, 2007

6100

38.30

Aeroinvest

Purchase

October 9, 2007

6400

38.30

Aeroinvest

Purchase

October 9, 2007

3200

38.30

Aeroinvest

Purchase

October 9, 2007

2400

38.30

Aeroinvest

Purchase

October 9, 2007

1900

38.30

Aeroinvest

Purchase

October 9, 2007

13000

38.35

Aeroinvest

Purchase

October 9, 2007

2000

38.35

Aeroinvest

Purchase

October 10, 2007

1000

39.00

Aeroinvest

Purchase

October 10, 2007

1600

39.00

Aeroinvest

Purchase

October 10, 2007

1500

39.00

Aeroinvest

Purchase

October 10, 2007

9000

39.00

Aeroinvest

Purchase

October 10, 2007

1000

39.00

Aeroinvest

Purchase

October 10, 2007

1500

39.10

Aeroinvest

Purchase

October 10, 2007

2500

39.10

Aeroinvest

Purchase

October 10, 2007

7900

39.10

Aeroinvest

Purchase

October 10, 2007

500

39.12

Aeroinvest

Purchase

October 10, 2007

2900

39.12

Aeroinvest

Purchase

October 10, 2007

27600

39.12

Aeroinvest

Purchase

October 10, 2007

3400

38.90

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 17 of 31

 

 

 

 

Aeroinvest

Purchase

October 10, 2007

3400

38.90

Aeroinvest

Purchase

October 10, 2007

1400

38.90

Aeroinvest

Purchase

October 10, 2007

22800

38.90

Aeroinvest

Purchase

October 10, 2007

1400

39.29

Aeroinvest

Purchase

October 10, 2007

1000

39.30

Aeroinvest

Purchase

October 10, 2007

28600

39.30

Aeroinvest

Purchase

October 11, 2007

1000

39.40

Aeroinvest

Purchase

October 11, 2007

8900

39.40

Aeroinvest

Purchase

October 11, 2007

100

39.40

Aeroinvest

Purchase

October 11, 2007

9700

39.40

Aeroinvest

Purchase

October 11, 2007

5300

39.40

Aeroinvest

Purchase

October 11, 2007

600

39.39

Aeroinvest

Purchase

October 11, 2007

2300

39.40

Aeroinvest

Purchase

October 11, 2007

600

39.40

Aeroinvest

Purchase

October 11, 2007

17100

39.40

Aeroinvest

Purchase

October 11, 2007

600

39.39

Aeroinvest

Purchase

October 11, 2007

600

39.39

Aeroinvest

Purchase

October 11, 2007

3000

39.39

Aeroinvest

Purchase

October 11, 2007

600

39.39

Aeroinvest

Purchase

October 11, 2007

100

39.39

Aeroinvest

Purchase

October 11, 2007

9500

39.39

Aeroinvest

Purchase

October 11, 2007

700

39.50

Aeroinvest

Purchase

October 11, 2007

5000

39.50

Aeroinvest

Purchase

October 11, 2007

20000

39.55

Aeroinvest

Purchase

October 11, 2007

1500

39.55

Aeroinvest

Purchase

October 11, 2007

7700

39.50

Aeroinvest

Purchase

October 11, 2007

1600

39.50

Aeroinvest

Purchase

October 11, 2007

5000

39.46

Aeroinvest

Purchase

October 11, 2007

5000

39.46

Aeroinvest

Purchase

October 11, 2007

13500

39.45

Aeroinvest

Purchase

October 11, 2007

1600

38.80

Aeroinvest

Purchase

October 12, 2007

300

39.05

Aeroinvest

Purchase

October 12, 2007

300

39.05

Aeroinvest

Purchase

October 12, 2007

1600

39.05

Aeroinvest

Purchase

October 12, 2007

7800

39.05

Aeroinvest

Purchase

October 12, 2007

3500

39.02

Aeroinvest

Purchase

October 12, 2007

11200

39.80

Aeroinvest

Purchase

October 12, 2007

200

39.87

Aeroinvest

Purchase

October 12, 2007

900

39.90

Aeroinvest

Purchase

October 12, 2007

500

39.90

Aeroinvest

Purchase

October 12, 2007

300

39.90

Aeroinvest

Purchase

October 12, 2007

1600

39.90

Aeroinvest

Purchase

October 12, 2007

3400

39.90

Aeroinvest

Purchase

October 12, 2007

600

39.90

Aeroinvest

Purchase

October 12, 2007

300

39.90

Aeroinvest

Purchase

October 12, 2007

7200

39.90

Aeroinvest

Purchase

October 12, 2007

600

39.89

Aeroinvest

Purchase

October 12, 2007

300

39.90

Aeroinvest

Purchase

October 12, 2007

14100

39.90

Aeroinvest

Purchase

October 12, 2007

300

39.80

Aeroinvest

Purchase

October 12, 2007

3400

39.80

Aeroinvest

Purchase

October 12, 2007

100

39.80

Aeroinvest

Purchase

October 12, 2007

10000

39.80

Aeroinvest

Purchase

October 12, 2007

700

39.80

Aeroinvest

Purchase

October 12, 2007

300

39.80

Aeroinvest

Purchase

October 12, 2007

3000

39.80

Aeroinvest

Purchase

October 12, 2007

300

39.80

Aeroinvest

Purchase

October 12, 2007

300

39.80

Aeroinvest

Purchase

October 12, 2007

300

39.80

Aeroinvest

Purchase

October 12, 2007

100

39.80

Aeroinvest

Purchase

October 12, 2007

6200

39.85

Aeroinvest

Purchase

October 12, 2007

20000

39.85

Aeroinvest

Purchase

October 12, 2007

300

39.85

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 18 of 31

 

 

 

 

Aeroinvest

Purchase

October 12, 2007

1000

39.85

Aeroinvest

Purchase

October 12, 2007

1500

39.90

Aeroinvest

Purchase

October 12, 2007

3000

39.94

Aeroinvest

Purchase

October 12, 2007

10000

39.95

Aeroinvest

Purchase

October 12, 2007

10000

39.99

Aeroinvest

Purchase

October 12, 2007

800

39.95

Aeroinvest

Purchase

October 12, 2007

1200

39.95

Aeroinvest

Purchase

October 12, 2007

200

39.95

Aeroinvest

Purchase

October 15, 2007

10000

40.10

Aeroinvest

Purchase

October 15, 2007

800

40.10

Aeroinvest

Purchase

October 15, 2007

3700

40.10

Aeroinvest

Purchase

October 15, 2007

1600

40.10

Aeroinvest

Purchase

October 15, 2007

600

40.10

Aeroinvest

Purchase

October 15, 2007

1600

40.10

Aeroinvest

Purchase

October 15, 2007

600

40.10

Aeroinvest

Purchase

October 15, 2007

600

40.10

Aeroinvest

Purchase

October 15, 2007

500

40.10

Aeroinvest

Purchase

October 15, 2007

9300

40.10

Aeroinvest

Purchase

October 15, 2007

1600

40.10

Aeroinvest

Purchase

October 15, 2007

1600

40.10

Aeroinvest

Purchase

October 15, 2007

1600

40.10

Aeroinvest

Purchase

October 15, 2007

600

40.10

Aeroinvest

Purchase

October 15, 2007

600

40.10

Aeroinvest

Purchase

October 15, 2007

4700

40.10

Aeroinvest

Purchase

October 15, 2007

15100

40.10

Aeroinvest

Purchase

October 15, 2007

4100

40.10

Aeroinvest

Purchase

October 15, 2007

200

40.10

Aeroinvest

Purchase

October 15, 2007

200

40.10

Aeroinvest

Purchase

October 15, 2007

400

40.20

Aeroinvest

Purchase

October 15, 2007

20000

39.99

Aeroinvest

Purchase

October 15, 2007

400

39.90

Aeroinvest

Purchase

October 15, 2007

1200

39.90

Aeroinvest

Purchase

October 15, 2007

10000

39.90

Aeroinvest

Purchase

October 15, 2007

1200

39.90

Aeroinvest

Purchase

October 15, 2007

600

39.90

Aeroinvest

Purchase

October 16, 2007

600

40.60

Aeroinvest

Purchase

October 16, 2007

2400

40.79

Aeroinvest

Purchase

October 16, 2007

5000

40.80

Aeroinvest

Purchase

October 16, 2007

1600

40.80

Aeroinvest

Purchase

October 16, 2007

600

40.80

Aeroinvest

Purchase

October 16, 2007

600

40.80

Aeroinvest

Purchase

October 16, 2007

300

40.80

Aeroinvest

Purchase

October 16, 2007

900

40.80

Aeroinvest

Purchase

October 16, 2007

100

41.16

Aeroinvest

Purchase

October 16, 2007

5000

41.15

Aeroinvest

Purchase

October 16, 2007

5000

41.15

Aeroinvest

Purchase

October 16, 2007

600

41.15

Aeroinvest

Purchase

October 16, 2007

5300

41.16

Aeroinvest

Purchase

October 16, 2007

3000

41.20

Aeroinvest

Purchase

October 16, 2007

1000

41.24

Aeroinvest

Purchase

October 16, 2007

5200

41.25

Aeroinvest

Purchase

October 16, 2007

2000

41.25

Aeroinvest

Purchase

October 16, 2007

3000

41.25

Aeroinvest

Purchase

October 16, 2007

5500

41.25

Aeroinvest

Purchase

October 16, 2007

300

41.25

Aeroinvest

Purchase

October 16, 2007

4100

41.16

Aeroinvest

Purchase

October 16, 2007

19900

41.16

Aeroinvest

Purchase

October 17, 2007

100

41.19

Aeroinvest

Purchase

October 17, 2007

1200

41.19

Aeroinvest

Purchase

October 17, 2007

3200

41.19

Aeroinvest

Purchase

October 17, 2007

1600

41.19

Aeroinvest

Purchase

October 17, 2007

1600

41.19

Aeroinvest

Purchase

October 17, 2007

1600

41.19

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 19 of 31

 

 

 

 

Aeroinvest

Purchase

October 17, 2007

1600

41.19

Aeroinvest

Purchase

October 17, 2007

3600

41.19

Aeroinvest

Purchase

October 17, 2007

12900

41.20

Aeroinvest

Purchase

October 17, 2007

500

41.19

Aeroinvest

Purchase

October 17, 2007

4700

41.19

Aeroinvest

Purchase

October 17, 2007

5300

41.19

Aeroinvest

Purchase

October 17, 2007

10000

41.19

Aeroinvest

Purchase

October 17, 2007

12100

41.35

Aeroinvest

Purchase

October 17, 2007

2000

41.29

Aeroinvest

Purchase

October 17, 2007

1000

41.30

Aeroinvest

Purchase

October 17, 2007

400

41.38

Aeroinvest

Purchase

October 17, 2007

16600

41.38

Aeroinvest

Purchase

October 17, 2007

10700

41.30

Aeroinvest

Purchase

October 17, 2007

4800

41.35

Aeroinvest

Purchase

October 17, 2007

2400

41.41

Aeroinvest

Purchase

October 17, 2007

3200

41.75

Aeroinvest

Purchase

October 17, 2007

3000

41.75

Aeroinvest

Purchase

October 17, 2007

1700

41.75

Aeroinvest

Purchase

October 17, 2007

1700

41.75

Aeroinvest

Purchase

October 17, 2007

400

41.75

Aeroinvest

Purchase

October 17, 2007

5000

41.75

Aeroinvest

Purchase

October 17, 2007

3000

41.75

Aeroinvest

Purchase

October 17, 2007

6400

41.75

Aeroinvest

Purchase

October 17, 2007

3000

41.75

Aeroinvest

Purchase

October 17, 2007

2600

41.75

Aeroinvest

Purchase

October 17, 2007

3800

41.75

Aeroinvest

Purchase

October 17, 2007

6400

41.75

Aeroinvest

Purchase

October 17, 2007

19800

41.75

Aeroinvest

Purchase

October 17, 2007

10000

41.90

Aeroinvest

Purchase

October 17, 2007

51000

41.90

Aeroinvest

Purchase

October 26, 2007

1400

39.25

Aeroinvest

Purchase

October 26, 2007

20000

39.49

Aeroinvest

Purchase

October 26, 2007

10000

39.49

Aeroinvest

Purchase

October 26, 2007

29900

39.80

Aeroinvest

Purchase

October 26, 2007

100

39.80

Aeroinvest

Purchase

October 26, 2007

18600

39.80

Aeroinvest

Purchase

October 26, 2007

10000

40.00

Aeroinvest

Purchase

October 26, 2007

10000

40.00

Aeroinvest

Purchase

October 26, 2007

1300

40.00

Aeroinvest

Purchase

October 26, 2007

11300

40.10

Aeroinvest

Purchase

October 26, 2007

8700

40.00

Aeroinvest

Purchase

October 26, 2007

8700

40.00

Aeroinvest

Purchase

October 26, 2007

2300

40.00

Aeroinvest

Purchase

October 26, 2007

6400

40.00

Aeroinvest

Purchase

October 26, 2007

1700

40.00

Aeroinvest

Purchase

October 26, 2007

600

40.10

Aeroinvest

Purchase

October 26, 2007

8000

40.10

Aeroinvest

Purchase

October 29, 2007

1700

41.00

Aeroinvest

Purchase

October 29, 2007

23200

41.00

Aeroinvest

Purchase

October 29, 2007

100

41.00

Aeroinvest

Purchase

October 29, 2007

25000

41.00

Aeroinvest

Purchase

October 29, 2007

13200

40.90

Aeroinvest

Purchase

October 29, 2007

1600

40.90

Aeroinvest

Purchase

October 29, 2007

10200

40.90

Aeroinvest

Purchase

October 29, 2007

6400

40.72

Aeroinvest

Purchase

October 29, 2007

8000

40.72

Aeroinvest

Purchase

October 29, 2007

9000

40.72

Aeroinvest

Purchase

October 29, 2007

1600

40.72

Aeroinvest

Purchase

October 29, 2007

700

41.25

Aeroinvest

Purchase

October 29, 2007

6300

41.35

Aeroinvest

Purchase

October 29, 2007

10500

41.50

Aeroinvest

Purchase

October 29, 2007

9500

41.50

Aeroinvest

Purchase

October 29, 2007

10500

41.50

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 20 of 31

 

 

 

 

Aeroinvest

Purchase

October 29, 2007

3200

41.50

Aeroinvest

Purchase

October 29, 2007

9300

41.50

Aeroinvest

Purchase

October 29, 2007

600

40.72

Aeroinvest

Purchase

October 30, 2007

100

40.00

Aeroinvest

Purchase

October 30, 2007

1000

40.00

Aeroinvest

Purchase

October 30, 2007

3200

40.20

Aeroinvest

Purchase

October 30, 2007

1600

40.20

Aeroinvest

Purchase

October 30, 2007

1100

40.20

Aeroinvest

Purchase

October 30, 2007

3200

40.20

Aeroinvest

Purchase

October 30, 2007

15900

40.20

Aeroinvest

Purchase

October 30, 2007

9200

40.20

Aeroinvest

Purchase

October 30, 2007

23800

40.10

Aeroinvest

Purchase

October 30, 2007

2000

40.10

Aeroinvest

Purchase

October 30, 2007

100

40.09

Aeroinvest

Purchase

October 30, 2007

1100

40.09

Aeroinvest

Purchase

October 30, 2007

12900

40.10

Aeroinvest

Purchase

October 30, 2007

1200

40.10

Aeroinvest

Purchase

October 30, 2007

4700

40.10

Aeroinvest

Purchase

October 30, 2007

14100

40.11

Aeroinvest

Purchase

October 30, 2007

4800

40.11

Aeroinvest

Purchase

October 30, 2007

9300

40.11

Aeroinvest

Purchase

October 30, 2007

14100

40.11

Aeroinvest

Purchase

October 30, 2007

11600

40.11

Aeroinvest

Purchase

October 30, 2007

65000

40.20

Aeroinvest

Purchase

October 30, 2007

136100

40.20

Aeroinvest

Purchase

October 30, 2007

1800

40.46

Aeroinvest

Purchase

October 30, 2007

1100

40.46

Aeroinvest

Purchase

October 30, 2007

900

40.46

Aeroinvest

Purchase

October 30, 2007

200

40.46

Aeroinvest

Purchase

October 30, 2007

1700

40.50

Aeroinvest

Purchase

October 30, 2007

25100

40.50

Aeroinvest

Purchase

October 31, 2007

40000

40.50

Aeroinvest

Purchase

October 31, 2007

1600

40.20

Aeroinvest

Purchase

October 31, 2007

2400

40.20

Aeroinvest

Purchase

October 31, 2007

30000

40.30

Aeroinvest

Purchase

October 31, 2007

10000

40.28

Aeroinvest

Purchase

October 31, 2007

1300

40.31

Aeroinvest

Purchase

October 31, 2007

3200

40.31

Aeroinvest

Purchase

October 31, 2007

11500

40.31

Aeroinvest

Purchase

October 31, 2007

4000

40.31

Aeroinvest

Purchase

October 31, 2007

14800

40.30

Aeroinvest

Purchase

October 31, 2007

1200

40.30

Aeroinvest

Purchase

October 31, 2007

1000

40.30

Aeroinvest

Purchase

October 31, 2007

19000

40.30

Aeroinvest

Purchase

October 31, 2007

10100

40.30

Aeroinvest

Purchase

October 31, 2007

9900

40.30

Aeroinvest

Purchase

October 31, 2007

20000

40.30

Aeroinvest

Purchase

October 31, 2007

1600

39.75

Aeroinvest

Purchase

October 31, 2007

14400

39.75

Aeroinvest

Purchase

October 31, 2007

5000

39.90

Aeroinvest

Purchase

October 31, 2007

9000

39.90

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

20400

40.00

Aeroinvest

Purchase

October 31, 2007

1600

39.75

Aeroinvest

Purchase

October 31, 2007

32000

39.75

Aeroinvest

Purchase

October 31, 2007

1600

39.75

Aeroinvest

Purchase

October 31, 2007

1600

39.75

Aeroinvest

Purchase

October 31, 2007

1600

39.75

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 21 of 31

 

 

 

 

Aeroinvest

Purchase

October 31, 2007

1600

39.75

Aeroinvest

Purchase

October 31, 2007

20000

40.03

Aeroinvest

Purchase

October 31, 2007

10000

40.03

Aeroinvest

Purchase

October 31, 2007

1600

39.95

Aeroinvest

Purchase

October 31, 2007

13400

40.02

Aeroinvest

Purchase

October 31, 2007

20000

40.02

Aeroinvest

Purchase

October 31, 2007

200

40.10

Aeroinvest

Purchase

October 31, 2007

26400

40.10

Aeroinvest

Purchase

October 31, 2007

1600

40.10

Aeroinvest

Purchase

October 31, 2007

1600

40.10

Aeroinvest

Purchase

October 31, 2007

11200

40.10

Aeroinvest

Purchase

October 31, 2007

1600

40.10

Aeroinvest

Purchase

October 31, 2007

1600

40.10

Aeroinvest

Purchase

October 31, 2007

15000

40.10

Aeroinvest

Purchase

October 31, 2007

26400

40.25

Aeroinvest

Purchase

October 31, 2007

25000

40.15

Aeroinvest

Purchase

October 31, 2007

800

40.10

Aeroinvest

Purchase

October 31, 2007

200

40.10

Aeroinvest

Purchase

October 31, 2007

16000

40.10

Aeroinvest

Purchase

October 31, 2007

3800

40.10

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

1600

40.00

Aeroinvest

Purchase

October 31, 2007

20400

40.20

Aeroinvest

Purchase

October 31, 2007

6000

40.20

Aeroinvest

Purchase

October 31, 2007

18500

40.30

Aeroinvest

Purchase

October 31, 2007

11500

40.30

Aeroinvest

Purchase

October 31, 2007

12700

40.26

Aeroinvest

Purchase

October 31, 2007

25700

40.26

Aeroinvest

Purchase

October 31, 2007

20000

40.22

Aeroinvest

Purchase

October 31, 2007

26400

40.25

Aeroinvest

Purchase

October 31, 2007

7400

40.25

Aeroinvest

Purchase

October 31, 2007

16800

40.28

Aeroinvest

Purchase

October 31, 2007

3200

40.28

Aeroinvest

Purchase

October 31, 2007

16800

40.29

Aeroinvest

Purchase

October 31, 2007

20000

40.28

Aeroinvest

Purchase

October 31, 2007

15000

40.28

Aeroinvest

Purchase

October 31, 2007

1200

40.10

Aeroinvest

Purchase

October 31, 2007

10000

40.20

Aeroinvest

Purchase

October 31, 2007

800

40.20

Aeroinvest

Purchase

October 31, 2007

9000

40.20

Aeroinvest

Purchase

October 31, 2007

29100

40.45

Aeroinvest

Purchase

October 31, 2007

10000

40.49

Aeroinvest

Purchase

October 31, 2007

10000

40.50

Aeroinvest

Purchase

October 31, 2007

10000

40.50

Aeroinvest

Purchase

October 31, 2007

1000

40.99

Aeroinvest

Purchase

October 31, 2007

1500

41.00

Aeroinvest

Purchase

October 31, 2007

700

41.00

Aeroinvest

Purchase

October 31, 2007

26400

41.00

Aeroinvest

Purchase

October 31, 2007

400

41.00

Aeroinvest

Purchase

October 31, 2007

1500

41.00

Aeroinvest

Purchase

October 31, 2007

1900

41.00

Aeroinvest

Purchase

October 31, 2007

46600

41.00

Aeroinvest

Purchase

October 31, 2007

3300

41.00

Aeroinvest

Purchase

November 1, 2007

2700

40.30

Aeroinvest

Purchase

November 1, 2007

1600

40.30

Aeroinvest

Purchase

November 1, 2007

1600

40.30

Aeroinvest

Purchase

November 1, 2007

1600

40.30

Aeroinvest

Purchase

November 1, 2007

3200

40.30

Aeroinvest

Purchase

November 1, 2007

2200

40.30

Aeroinvest

Purchase

November 1, 2007

20000

40.35

Aeroinvest

Purchase

November 1, 2007

1600

40.35

Aeroinvest

Purchase

November 1, 2007

1600

40.35

Aeroinvest

Purchase

November 1, 2007

1600

40.35

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 22 of 31

 

 

 

 

Aeroinvest

Purchase

November 1, 2007

3200

40.35

Aeroinvest

Purchase

November 1, 2007

8600

40.35

Aeroinvest

Purchase

November 1, 2007

1600

40.35

Aeroinvest

Purchase

November 1, 2007

1800

40.35

Aeroinvest

Purchase

November 1, 2007

26300

40.35

Aeroinvest

Purchase

November 1, 2007

1600

40.70

Aeroinvest

Purchase

November 1, 2007

1600

40.70

Aeroinvest

Purchase

November 1, 2007

9600

40.90

Aeroinvest

Purchase

November 1, 2007

3200

40.90

Aeroinvest

Purchase

November 1, 2007

800

40.90

Aeroinvest

Purchase

November 1, 2007

20600

41.00

Aeroinvest

Purchase

November 1, 2007

19400

41.00

Aeroinvest

Purchase

November 1, 2007

700

41.00

Aeroinvest

Purchase

November 1, 2007

5700

41.00

Aeroinvest

Purchase

November 1, 2007

1200

41.00

Aeroinvest

Purchase

November 1, 2007

4400

41.00

Aeroinvest

Purchase

November 1, 2007

3100

41.00

Aeroinvest

Purchase

November 1, 2007

1600

41.00

Aeroinvest

Purchase

November 1, 2007

7700

41.00

Aeroinvest

Purchase

November 1, 2007

2900

41.00

Aeroinvest

Purchase

November 1, 2007

1600

41.00

Aeroinvest

Purchase

November 1, 2007

3200

41.00

Aeroinvest

Purchase

November 1, 2007

1600

41.00

Aeroinvest

Purchase

November 1, 2007

6400

41.00

Aeroinvest

Purchase

November 1, 2007

1600

41.00

Aeroinvest

Purchase

November 1, 2007

2700

41.00

Aeroinvest

Purchase

November 1, 2007

29300

41.10

Aeroinvest

Purchase

November 1, 2007

5000

41.10

Aeroinvest

Purchase

November 1, 2007

5000

41.10

Aeroinvest

Purchase

November 1, 2007

5000

41.10

Aeroinvest

Purchase

November 1, 2007

5000

41.10

Aeroinvest

Purchase

November 1, 2007

28800

41.20

Aeroinvest

Purchase

November 1, 2007

4700

41.25

Aeroinvest

Purchase

November 1, 2007

200

41.25

Aeroinvest

Purchase

November 1, 2007

400

41.25

Aeroinvest

Purchase

November 1, 2007

29700

41.25

Aeroinvest

Purchase

November 1, 2007

700

41.10

Aeroinvest

Purchase

November 1, 2007

1200

41.10

Aeroinvest

Purchase

November 1, 2007

1900

41.10

Aeroinvest

Purchase

November 1, 2007

1600

41.10

Aeroinvest

Purchase

November 1, 2007

200

41.10

Aeroinvest

Purchase

November 1, 2007

5000

41.25

Aeroinvest

Purchase

November 1, 2007

8500

41.25

Aeroinvest

Purchase

November 1, 2007

14400

41.25

Aeroinvest

Purchase

November 1, 2007

10000

41.25

Aeroinvest

Purchase

November 1, 2007

22100

41.25

Aeroinvest

Purchase

November 1, 2007

1900

41.25

Aeroinvest

Purchase

November 1, 2007

3200

41.25

Aeroinvest

Purchase

November 1, 2007

16200

41.25

Aeroinvest

Purchase

November 1, 2007

3700

41.25

Aeroinvest

Purchase

November 1, 2007

3100

41.20

Aeroinvest

Purchase

November 1, 2007

1600

41.20

Aeroinvest

Purchase

November 1, 2007

1600

41.20

Aeroinvest

Purchase

November 1, 2007

1600

41.20

Aeroinvest

Purchase

November 1, 2007

4800

41.20

Aeroinvest

Purchase

November 1, 2007

3200

41.20

Aeroinvest

Purchase

November 1, 2007

3200

41.20

Aeroinvest

Purchase

November 1, 2007

5000

41.20

Aeroinvest

Purchase

November 1, 2007

900

41.20

Aeroinvest

Purchase

November 1, 2007

700

41.10

Aeroinvest

Purchase

November 1, 2007

3200

41.10

Aeroinvest

Purchase

November 1, 2007

1600

41.10

Aeroinvest

Purchase

November 1, 2007

15800

41.10

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 23 of 31

 

 

 

 

Aeroinvest

Purchase

November 1, 2007

1500

41.30

Aeroinvest

Purchase

November 1, 2007

2500

41.30

Aeroinvest

Purchase

November 1, 2007

1200

41.30

Aeroinvest

Purchase

November 1, 2007

2500

41.30

Aeroinvest

Purchase

November 1, 2007

2500

41.30

Aeroinvest

Purchase

November 1, 2007

2200

41.30

Aeroinvest

Purchase

November 1, 2007

16000

41.30

Aeroinvest

Purchase

November 1, 2007

1200

41.30

Aeroinvest

Purchase

November 1, 2007

2500

41.30

Aeroinvest

Purchase

November 1, 2007

700

41.30

Aeroinvest

Purchase

November 1, 2007

2500

41.30

Aeroinvest

Purchase

November 1, 2007

2500

41.30

Aeroinvest

Purchase

November 1, 2007

12200

41.30

Aeroinvest

Purchase

November 1, 2007

28700

41.35

Aeroinvest

Purchase

November 1, 2007

30000

41.35

Aeroinvest

Purchase

November 1, 2007

30000

41.35

Aeroinvest

Purchase

November 1, 2007

11300

41.35

Aeroinvest

Purchase

November 1, 2007

18700

41.35

Aeroinvest

Purchase

November 5, 2007

1400

41.00

Aeroinvest

Purchase

November 5, 2007

1600

41.00

Aeroinvest

Purchase

November 5, 2007

1400

41.00

Aeroinvest

Purchase

November 5, 2007

600

41.00

Aeroinvest

Purchase

November 5, 2007

1100

41.00

Aeroinvest

Purchase

November 5, 2007

1600

41.00

Aeroinvest

Purchase

November 5, 2007

800

41.00

Aeroinvest

Purchase

November 5, 2007

3200

41.00

Aeroinvest

Purchase

November 5, 2007

13300

41.00

Aeroinvest

Purchase

November 5, 2007

25000

41.00

Aeroinvest

Purchase

November 5, 2007

3000

40.99

Aeroinvest

Purchase

November 5, 2007

97000

41.00

Aeroinvest

Purchase

November 5, 2007

15200

41.00

Aeroinvest

Purchase

November 5, 2007

2000

41.00

Aeroinvest

Purchase

November 5, 2007

14500

41.00

Aeroinvest

Purchase

November 5, 2007

18300

40.95

Aeroinvest

Purchase

November 5, 2007

1000

41.50

Aeroinvest

Purchase

November 5, 2007

1600

41.50

Aeroinvest

Purchase

November 5, 2007

1600

41.50

Aeroinvest

Purchase

November 5, 2007

1600

41.50

Aeroinvest

Purchase

November 5, 2007

24000

41.50

Aeroinvest

Purchase

November 5, 2007

200

41.50

Aeroinvest

Purchase

November 5, 2007

19800

41.50

Aeroinvest

Purchase

November 5, 2007

3000

41.50

Aeroinvest

Purchase

November 5, 2007

7200

41.50

Aeroinvest

Purchase

November 5, 2007

200

41.48

Aeroinvest

Purchase

November 5, 2007

2800

41.48

Aeroinvest

Purchase

November 5, 2007

27000

41.50

Aeroinvest

Purchase

November 5, 2007

17000

41.40

Aeroinvest

Purchase

November 5, 2007

13000

41.40

Aeroinvest

Purchase

November 5, 2007

20000

41.40

Aeroinvest

Purchase

November 5, 2007

3800

41.40

Aeroinvest

Purchase

November 5, 2007

2400

41.40

Aeroinvest

Purchase

November 5, 2007

800

41.40

Aeroinvest

Purchase

November 5, 2007

800

41.40

Aeroinvest

Purchase

November 5, 2007

2200

41.40

Aeroinvest

Purchase

November 5, 2007

1100

41.40

Aeroinvest

Purchase

November 5, 2007

1600

41.40

Aeroinvest

Purchase

November 5, 2007

20000

41.40

Aeroinvest

Purchase

November 5, 2007

1600

41.40

Aeroinvest

Purchase

November 5, 2007

5700

41.40

Aeroinvest

Purchase

November 5, 2007

10000

41.35

Aeroinvest

Purchase

November 5, 2007

10000

41.35

Aeroinvest

Purchase

November 5, 2007

26000

41.20

Aeroinvest

Purchase

November 5, 2007

4000

41.20

 

 

 

 

 

 

 

 



CUSIP No.     Not Applicable

13D

Page 24 of 31

 

 

 

 

Aeroinvest

Purchase

November 5, 2007

18400

41.17

Aeroinvest

Purchase

November 5, 2007

200

41.19

Aeroinvest

Purchase

November 5, 2007

3600

41.19

Aeroinvest

Purchase

November 5, 2007

2200

41.20

Aeroinvest

Purchase

November 5, 2007

5600

41.20

Aeroinvest

Purchase

November 5, 2007

1600

41.20

Aeroinvest

Purchase

November 5, 2007

1600

41.20

Aeroinvest

Purchase

November 5, 2007

1600

41.20

Aeroinvest

Purchase

November 5, 2007

1600

41.20

Aeroinvest

Purchase

November 5, 2007

2500

41.20

Aeroinvest

Purchase

November 5, 2007

1600

41.20

Aeroinvest

Purchase

November 5, 2007

14500

41.20

Aeroinvest

Purchase

November 5, 2007

1600

41.10

Aeroinvest

Purchase

November 5, 2007

6400

41.10

Aeroinvest

Purchase

November 5, 2007

1600

41.10

Aeroinvest

Purchase

November 5, 2007

6400

41.10

Aeroinvest

Purchase

November 5, 2007

1600

41.10

Aeroinvest

Purchase

November 5, 2007

1600

41.10

Aeroinvest

Purchase

November 5, 2007

1600

41.10

Aeroinvest

Purchase

November 5, 2007

9600

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

6400

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

1600

41.15

Aeroinvest

Purchase

November 5, 2007

2800

41.15

Aeroinvest

Purchase

November 5, 2007

6800

41.13

Aeroinvest

Purchase

November 5, 2007

4800

41.15

Aeroinvest

Purchase

November 5, 2007

2400

41.15

Aeroinvest

Purchase

November 5, 2007

800

41.15

Aeroinvest

Purchase

November 5, 2007

4000

41.15

Aeroinvest

Purchase

November 5, 2007

3200

41.15

Aeroinvest

Purchase

November 5, 2007

800

41.15

Aeroinvest

Purchase

November 5, 2007

800

41.15

Aeroinvest

Purchase

November 5, 2007

800

41.15

Aeroinvest

Purchase

November 5, 2007

5600

41.15

Aeroinvest

Purchase

November 5, 2007

800

41.13

Aeroinvest

Purchase

November 5, 2007

800

41.13

Aeroinvest

Purchase

November 5, 2007

4800

41.13

Aeroinvest

Purchase

November 5, 2007

1600

41.13

Aeroinvest

Purchase

November 5, 2007

1600

41.13

Aeroinvest

Purchase

November 5, 2007

400

41.13

Aeroinvest

Purchase

November 5, 2007

1400

41.13

Aeroinvest

Purchase

November 5, 2007

8600

41.13

Aeroinvest

Purchase

November 5, 2007

10000

41.13

Aeroinvest

Purchase

November 5, 2007

800

41.10

Aeroinvest

Purchase

November 5, 2007

800

41.10

Aeroinvest

Purchase

November 5, 2007

2400

41.10

Aeroinvest

Purchase

November 5, 2007

200

41.10

Aeroinvest

Purchase

November 5, 2007

600

41.10

Aeroinvest

Purchase

November 5, 2007

4400

41.10

Aeroinvest

Purchase

November 5, 2007

17600

41.10

Aeroinvest

Purchase

November 5, 2007

7400

41.10

Aeroinvest

Purchase

November 5, 2007

81700

40.95

Aeroinvest

Purchase

November 5, 2007

60000

40.87

Aeroinvest

Purchase

November 5, 2007

15900

40.80

Aeroinvest

Purchase

November 5, 2007

700

40.80

Aeroinvest

Purchase

November 5, 2007

800

40.80

Aeroinvest

Purchase

November 5, 2007

100

40.86

Aeroinvest

Purchase

November 5, 2007

10800

40.86