UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March , 2004
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Commission File Number: 001-13196
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DESC, S.A. DE C.V.
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(Translation of registrant's name into English)
PASEO DE LOS TAMARINDOS 400-B, BOSQUES DE LAS LOMAS, 05120 MEXICO, D.F., MEXICO
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F __
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___________
The following is included in this report on Form 6-K:
Item
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1. Press Release, dated March 8, 2004, announcing Resolutions
Adopted at Registrant's Shareholders Meetings
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Item 1
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[Desc Logo]
Contacts:
In Mexico: In New York:
Arturo D'Acosta Ruiz Maria Barona
Marisol Vazquez Mellado Melanie Carpenter
Jorge Padilla Ezeta Phone: 212-406-3690
Tel: 5255-5261-8044 desc@i-advize.com
jorge.padilla@desc.com.mx
www.desc.com.mx
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DESC ANNOUNCES RESOLUTIONS ADOPTED AT ITS
SHAREHOLDERS MEETINGS
Mexico City, March 8, 2004.- DESC, S.A. de C.V. (NYSE: DES; BMV: DESC) announced
that the following resolutions were adopted by the applicable shareholders at
Desc's Special Shareholders Meeting and General Ordinary and Extraordinary
Shareholders Meeting, which were held today:
1) Approval of the mandatory conversion of all the issued and outstanding
series "C" shares into series "B" shares and the cancellation of the
corresponding registration of the series "C" shares in the Mexican
National Registry of Securities (Registro Nacional de Valores). This
resolution will be effective on March 16, 2004. Starting on such date,
Desc's American Depositary Shares (ADSs), which are registered with
the U.S. Securities and Exchange Commission and trade on the New York
Stock Exchange, Inc., will represent 20 series "B" shares.
2) Approval of the voluntary conversion of series "A" shares into series
"B" shares and the voluntary conversion of series "B" shares into
series "A" shares, which conversions will be at the request of
shareholders. The series "A" shares have not been, and will not be,
registered under the United States Securities Act of 1933, as amended,
nor under the securities laws of any jurisdiction outside of Mexico.
Accordingly, the voluntary conversion will be offered solely in Mexico
and shareholders of Desc in the United States will not be permitted to
participate in the voluntary conversion.
3) Approval of the amendment to Desc's by-laws to, among other things,
eliminate the foreign ownership restrictions on the series "B" shares.
4) Approval of an increase of Desc's capital stock of approximately 2.738
billion pesos (approximately US $248 million) by issuing 912,719,584
shares of common stock. As a result of the capital increase, holders
of
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o series "A" shares will be entitled to subscribe for two series "A"
shares for every 3 series "A" shares they own;
o series "B" shares will be entitled to subscribe for two series "B"
shares for every 3 "B" series shares they own; and
o ADSs will be entitled to subscribe for 0.6667 ADS for each ADS such
shareholder owns. Fractional ADSs will not be issued, and
subscriptions will be rounded down to the next whole ADS. As a result,
holders of ADSs will need to own at least two ADSs in order to receive
one whole ADS.
o The subscription price is 3.00 pesos per share.
With respect to the capital increase, Desc entered into a Stock Subscription
Cooperation Agreement with Inversora Bursatil, S.A. de C.V., Casa de Bolsa,
Grupo Financiero Inbursa. Subject to certain conditions, this Agreement
establishes that, if shareholders do not subscribe for all of the shares
resulting from the capital increase, Desc will offer and Inbursa (on its own or
through third parties) will subscribe for such unsubscribed shares up to $2
billion pesos, at the same price of 3.00 pesos per share.
The rights to subscribe for additional shares are offered solely in Mexico. The
exercise of these rights may be restricted by applicable law in jurisdictions
outside Mexico. The company has made it clear that the subscription rights
offered or sold have not been and will not be registered in the US under the
Securities Act of 1933, as amended. This rights offering is made for the
securities of a Mexican company. The offer is subject to the disclosure
requirements of a Mexican company that are different from those of the United
States.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in
Mexico, and some or all of its officers and directors may be residents of
Mexico. You may not be able to sue a foreign company or its officers or
directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment.
DESC, S.A. de C.V. (NYSE: DES; BMV: DESC) is one of the largest industrial
groups in Mexico, with 2003 sales of approximately US$ 2 billion and nearly
14,000 employees, which through its subsidiaries is a leader in the Automobile
Parts, Chemical, Food and Property sectors.
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This press release contains forward-looking statements (pursuant to the Private
Securities Litigation Reform Act of 1995) which reflect the current opinions of
DESC's management regarding future events. The words "anticipate," "believe,"
"expect," "hope," "have the intention of," "might," "plan," "should" and similar
expressions generally indicate comments on expectations. These comments are
subject to risks, uncertainties and changing circumstances. The final results
may be materially different from current expectations due to several factors,
which include, but are not limited to, global and local changes in politics, the
economy, business, competition, market and regulatory factors, cyclical trends
in the automobile parts and chemical sectors; as well as other factors that are
highlighted under the title "Risk Factors" on the annual Form 20F report
submitted by DESC to the US Securities and Exchange Commission. DESC has no
obligation whatsoever to update these comments on expectations. Any comment on
expectations is valid only on the date on which it is made.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Desc, S.A. de C.V.
(Registrant)
Date: March 8, 2004 By /s/ Arturo D'Acosta Ruiz
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(Signature)
Name: Arturo D'Acosta Ruiz
Title: Chief Financial Officer
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