SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ___)1
Circuit City Stores, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Circuit City Common Stock, par value $0.50 per share ("Circuit City Shares")
--------------------------------------------------------------------------------
(Title of Class of Securities)
172737108
--------------------------------------------------------------------------------
(CUSIP Number)
December 18, 2002
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
(1) 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 the disclosures provided in a prior cover page.
The information required in 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. 172737108 Page 2 of 20 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Helu
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Carlos Slim Domit
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marco Antonio Slim Domit
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Slim Domit
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Maria Soumaya Slim Domit
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Vanessa Paola Slim Domit
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Johanna Monique Slim Domit
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Inmobiliaria Carso, S.A. de C.V.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Orient Star Holdings LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. Commercial Corp., S.A. de C.V.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Commercial LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,100,000 Circuit City Shares (See Item 4(c))
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8. SHARED DISPOSITIVE POWER
16,100,000 Circuit City Shares (See Item 4(c))
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,100,000 Circuit City Shares (See Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.662% (See Item 4(b))
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer:
Circuit City Stores, Inc.
(b) Address of Issuer's Principal Executive Offices:
9950 Mayland Drive
Richmond, VA 23233
Item 2.
(a) Name of Persons Filing:
This Statement is filed pursuant to Rule 13d-2(b) under the U.S.
Securities Exchange Act of 1934, as amended (the "Act"), by the
persons listed below (the "Reporting Persons").
(1)
Mr. Carlos Slim Helu, Mr. Carlos Slim Domit, Mr. Marco Antonio
Slim Domit, Mr. Patrick Slim Domit, Ms. Maria Soumaya Slim Domit,
Ms. Vanessa Paola Slim Domit and Ms. Johanna Monique Slim Domit
(collectively, the "Slim Family"). The members of the Slim Family
are beneficiaries of a Mexican trust which in turn owns all of
the outstanding voting securities of Inmobiliaria Carso, S.A. de
C.V. ("Inmobiliaria") and a majority of the outstanding voting
securities of U.S. Commercial Corp., S.A. de C.V. ("U.S.
Commercial").
(2)
Inmobiliaria is a holding company with interests in the real
estate industry, and is the sole member of Orient Star Holdings
LLC ("Orient Star"). U.S. Commercial is a holding company with
interests in retail companies, and is the sole member of
Commercial LLC ("Commercial").
(3)
Orient Star is a holding company with portfolio investments in
various companies. Commercial is a holding company with portfolio
investments in various companies.
(b) Address of Principal Business Office:
(i) The principal business address for each member of the Slim
Family is: Paseo de las Palmas 736 Colonia Lomas de Chapultepec
11000 Mexico D.F.
Mexico
(ii) Inmobiliaria's principal business address is:
Insurgentes Sur #3500, PB-4
Colonia Pena Pobre
14060 Mexico D.F.
Mexico
(iii) Orient Star's principal business address is:
1330 Post Oak Blvd Suite 2140
Houston Texas 77056
USA
(iv) U.S. Commercial's principal business address is:
Miguel de Cervantes Saavedra No. 255
Col. Ampliacion Granada
Mexico, D.F.
CP 11520
Mexico
(v) Commercial's principal business address is:
1330 Post Oak Blvd Suite 2140
Houston Texas 77056
USA
(c) Citizenship:
Each member of the Slim Family is a Mexican citizen. Inmobiliaria
is a sociedad anonima de capital variable organized under the
laws of the United Mexican States, and Orient Star is a Delaware
limited liability company. U.S. Commercial is a sociedad anonima
de capital variable organized under the laws of the United
Mexican States, and Commercial is a Delaware limited liability
company.
(d) Title of Class of Securities:
Circuit City Group Common Stock, par value $0.50 per share
(e) CUSIP Number:
172737108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a(n):
(a)
[_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [_] Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [_] Parent holding company or control person in accordance with
Rule 13d-1(b)(ii)(G).
(h) [_] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [_] Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [_] Group in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
As of the date of this filing, (i) Orient Star directly owns
7,670,000 Circuit City Shares, (ii) Inmobiliaria, as the sole
member of Orient Star, is deemed to beneficially own indirectly
the Circuit City Shares owned directly by Orient Star, and (iii)
the Slim Family, which indirectly owns all of the issued and
outstanding voting securities of Inmobiliaria, is deemed to
beneficially own indirectly the Circuit City Shares deemed
beneficially owned indirectly by Inmobiliaria and owned directly
by Orient Star.
As of the date of this filing, (i) Commercial directly owns
8,430,000 Circuit City Shares, (ii) U.S. Commercial, as the sole
member of Commercial, is deemed to beneficially own indirectly
the Circuit City Shares owned directly by Commercial, and (iii)
the Slim Family, which indirectly owns all of the issued and
outstanding voting securities of U.S. Commercial, is deemed to
beneficially own indirectly the Circuit City Shares deemed
beneficially owned indirectly by U.S. Commercial and owned
directly by Commercial.
(b) Percent of Class:
The Circuit City Shares beneficially owned by the Reporting
Persons constitute approximately 7.662% of the issued and
outstanding Circuit City Shares (based on the total number of
Circuit City Shares issued and outstanding as stated in the most
recently available filing with the Securities and Exchange
Commission).
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote:
16,100,000 Circuit City Shares
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to direct the disposition of:
16,100,000 Circuit City Shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. The
Powers of Attorney dated March 5, 2001 and Joint Filing Agreement
dated March 5, 2001, filed as exhibits to the Schedule 13G filed
by The Slim Family, Inmobiliaria Carso, S.A. de C.V. and Orient
Star Holdings LLC with the Securities and Exchange Commission on
March 12, 2001 are hereby incorporated by reference.
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.
Carlos Slim Helu
-------------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes Acra
-----------------------
------------------------------- Eduardo Valdes Acra
Attorney-in-Fact
Marco Antonio Slim Domit December 26, 2002
-------------------------------
Patrick Slim Domit
-------------------------------
Maria Soumaya Slim Domit
-------------------------------
Vanessa Paola Slim Domit
-------------------------------
Johanna Monique Slim Domit
-------------------------------
INMOBILIARIA CARSO, S.A. DE C.V.
-------------------------------
By: Alejandro Escoto Cano;
Title: Attorney, in Fact
ORIENT STAR HOLDINGS LLC
-------------------------------
By: James M. Nakfoor
Title: Manager
U.S. COMMERCIAL CORP., S.A. DE C.V.
-------------------------------
By: A. Eduardo Peralta Rosado
Title: Attorney-in-Fact
COMMERCIAL LLC
------------------------------
By: James M. Nakfoor
Title: Manager
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eduardo Valdes
Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for it and in its name, place and stead and on its behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its
ownership (direct or otherwise) of any securities of Circuit City Stores, Inc.,
a Virginia corporation, and any and all amendments thereto and any other
document relating thereto (including any joint filing agreement) (collectively,
the "Filings"), and to file on its behalf any such Filings required to be filed
pursuant to the United States Securities Exchange Act of 1934, as amended, with
the United States Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as it might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof, and this power of attorney shall be irrevocable until December 31, 2005.
December 24, 2002 U.S. COMMERCIAL CORP., S.A. DE C.V.
By: /s/ A. Eduardo Peralta Rosado
-----------------------------
Name: A. Eduardo Peralta Rosado
Title: Attorney-in-fact
December 24, 2002 U.S. COMMERCIAL CORP., S.A. DE C.V.
By: /s/ Jose de Jesus Gallardo D.
-----------------------------
Name: Jose de Jesus Gallardo D.
Title: Attorney-in-fact
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eduardo Valdes
Acra and Rafael Robles Miaja, and each of them singly, as its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for it and in its name, place and stead and on its behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G relating to its
ownership (direct or otherwise) of any securities of Circuit City Stores, Inc.,
a Virginia corporation, and any and all amendments thereto and any other
document relating thereto (including any joint filing agreement) (collectively,
the "Filings"), and to file on its behalf any such Filings required to be filed
pursuant to the United States Securities Exchange Act of 1934, as amended, with
the United States Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as it might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof, and this power of attorney shall be irrevocable until December 31, 2005.
December 24, 2002 COMMERCIAL LLC
By: /s/ James M. Nakfoor
--------------------
Name: James M. Nakfoor
Title: Manager
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 24th day of December 2002, by and among Carlos Slim Helu, Carlos Slim
Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit,
Vanessa Paola Slim Domit, Johanna Monique Slim Domit, U.S. Commercial Corp.,
S.A. de C.V. and Commercial LLC.
Each of the parties hereto hereby agrees to prepare jointly and file timely
(or otherwise to deliver as appropriate) all filings on any Form 3, 4 or 5 or
Schedule 13D or 13G relating to its ownership (direct or otherwise) of any
securities of Circuit City Stores, Inc., a Virginia corporation, and any and all
amendments thereto and any other document relating thereto (collectively, the
"Filings") required to be filed by it pursuant to the United States Securities
Exchange Act of 1934, as amended. Each party to this Agreement further agrees
and covenants to the other parties that it will fully cooperate with such other
parties in the preparation and timely filing (and other delivery) of such
Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Carlos Slim Helu
-------------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes Acra
-----------------------
------------------------------- Eduardo Valdes Acra
Attorney-in-Fact
Marco Antonio Slim Domit December 24, 2002
-------------------------------
Patrick Slim Domit
-------------------------------
Maria Soumaya Slim Domit
-------------------------------
Vanessa Paola Slim Domit
-------------------------------
Johanna Monique Slim Domit
-------------------------------
U.S. COMMERCIAL CORP., S.A. DE C.V.
-------------------------------
By: A. Eduardo Peralta Rosado
Title: Attorney-in-Fact
COMMERCIAL LLC
-------------------------------
By: James M. Nakfoor
Title: Manager