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. English translation of the Summary of the Resolutions
adopted at the Ordinary and Extraordinary Shareholders
Meeting of Desc, S.A. de C.V., held on March 8, 2004.
2. English translation of the Summary of the Resolutions
adopted at the Special Series C Shareholders Meeting of
Desc, S.A. de C.V., held on March 8, 2004.
3. English translation of the Resolutions adopted at the
General Ordinary and Extraordinary Shareholders Meeting of
Desc, S.A. de C.V., held on March 8, 2004.
Item 1
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[Desc logo]
SUMMARY OF THE RESOLUTIONS ADOPTED AT THE ORDINARY AND EXTRAORDINARY
SHAREHOLDERS' MEETING OF DESC, S.A. DE C.V., HELD ON MARCH 8, 2004.
I. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO RESTRUCTURE
THE SERIES OF SHARES OF THE CAPITAL STOCK, INCLUDING THE MANDATORY CONVERSION OF
ALL SERIES "C" SHARES INTO SERIES "B" SHARES AND THE CANCELLATION OF THE
REGISTRATION OF THE SERIES "C" SHARES IN THE MEXICAN NATIONAL REGISTRY OF
SECURITIES (REGISTRO NACIONAL DE VALORES).
I.1 For the purpose of simplifying the shareholding structure of the
company, and of granting full corporate rights to all shareholders of same, the
Shareholders Meeting unanimously resolved to approve mandatory conversion of all
Series "C" shares into Series "B" shares representing the capital stock of Desc,
S.A. de C.V., effective from and after the fifth business day immediately
following publication of the notice of conversion in two newspapers with
national circulation.
Note is made that the Special Series "C" Shareholders Meeting held this same
date approved the aforesaid conversion.
I.2 The conversion resolved above shall be done at one Series "C" share for
one Series "B" share.
I.3 In the case of shareholders who physically maintain their stock
certificates, the exchange of the certificates affected by the conversion
referred to in this section shall be done against delivery of the certificates
that are presently in circulation, on business days and times in the corporate
Treasury located at Paseo de los Tamarindos 400B, piso 27, Col. Bosques de la
Lomas, Mexico, Distrito Federal, from and after the fifth business day
immediately following publication of the notice of conversion in two newspapers
with national circulation until May 19, 2004, inclusive. The company shall
directly exchange the certificates deposited with the Securities Deposit
Institution (S.D. Indeval, S.A. de C.V., Institucion para el Deposito de
Valores), within such period. Notwithstanding the date fixed therefore, the
company shall continue performing the exchange of the share certificates as long
as these be presented to the Treasury of the company within the period
established by Article 1045 of the Commercial Code (Codigo de Comercio).
I.4 By virtue of the conversion of the total Series "C" shares into Series
"B" shares, the American Depositary Shares (ADS's) shall represent Series "B"
shares, and therefore, performance of all processing necessary for such purpose
was authorized.
Further, authorization was given to perform the updating of the registration of
the shares with the Securities Section of the National Securities Registry
(Registro Nacional de Valores) of the National Banking and Securities Commission
(Comision Nacional Bancaria y de Valores), and to request before said Commission
the cancellation of the registration of said Series "C" shares in the Mexican
National Registry of Securities (Registro Nacional de Valores), since the reason
for said registration will no longer exist.
I.5 It was resolved to authorize the Chairman and the Secretary of the
Board of Directors to, jointly or severally, publish the corresponding notices
regarding the mandatory conversion of shares, as well as the cancellation and
exchange of the stock certificates, in two newspapers with national circulation
and request that the notice required by Article 34, Section IV, subsection b) of
the General Provisions Applicable to Issuers of Securities and Other
Participants in the Securities Market be given.
II. VOLUNTARY CONVERSION OF SERIES "A" SHARES INTO SERIES "B" SHARES AND
VOLUNTARY CONVERSION OF SERIES "B" SHARES INTO SERIES "A" SHARES, AT THE REQUEST
OF INTERESTED SHAREHOLDERS IN EACH CASE UP TO THE AMOUNT DETERMINED, AS
APPROPRIATE, BY THE SHAREHOLDERS MEETING.
II.1 The Shareholders Meeting unanimously resolved that on request of the
corresponding shareholders, the Series "B" shares may be converted to Series "A"
shares, and the Series "A" shares may be converted to Series "B" shares, at one
for one.
The period for presentation of the requests for voluntary conversion commences
on the fifth business day immediately following publication of the notice of
conversion in two newspapers with national circulation and concludes on May 19,
2004.
II.2 In the case of shareholders who physically maintain their stock
certificates, the request for conversion and consequent exchange of the
corresponding certificates shall be done on business days and times in the
corporate Treasury located at Paseo de los Tamarindos 400B, piso 27, Col.
Bosques de la Lomas, Mexico, Distrito Federal from and after the fifth business
day immediately following publication of the notice of conversion in two
newspapers with national circulation until May 19, 2004, inclusive. The company
will receive the request of voluntary conversion and exchange the certificates
directly through the Securities Deposit Institution (S.D. Indeval, S.A. de C.V.,
Institucion para el Deposito de Valores), regarding the certificates deposited
with this institution, within such period. The aforesaid exchanges shall be done
against delivery of the certificates presently outstanding.
II.5 It was resolved to authorize the Chairman and the Secretary of the
Board of Directors to, jointly or severally, publish the corresponding notices
regarding the opportunity for exchange in two newspapers with national
circulation and request that the notice required by Article 34, Section IV,
subsection b) of the General Provisions Applicable to Issuers of Securities and
Other Participants in the Securities Market be given.
III. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO AMEND THE
BY-LAWS OF DESC, S.A. DE C.V:
III.1 It was unanimously resolved to amend Clause Sixth of the corporate
bylaws by reason of (i) the adjustments derived from the reduction of the
capital by $634,205.00 Mexican currency (SIX HUNDRED THIRTY-FOUR THOUSAND TWO
HUNDRED FIVE AND 00/100 PESOS, MEXICAN CURRENCY) resulting from cancellation of
48,785,000 Series "A" shares acquired by the company pursuant to Article 14-Bis
of the Securities Market Law (Ley del Mercado de Valores) resolved in the
Shareholders Meeting of November 29, 2001; and (ii) the conversion of shares
resolved in Item I of the Agenda.
The faculty of determining the amount of the fixed minimum capital was delegated
to the Board of Directors, as is the number of shares representing said capital
once the periods conclude for (i) the stock conversions resolved in Item II of
the Agenda, and (ii) the subscription of the capital increase. Consequently, the
faculty was also delegated of amending Clause Sixth of the corporate bylaws only
to reflect this information.
III.2 Primarily due to the restructuring of the stock series representing
the corporate capital resolved in Items I and II of the Agenda, it was
unanimously resolved to amend Clauses Fifth, Seventh, Tenth, Twelfth, and
Twentieth of the corporate bylaws.
IV. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO INCREASE
THE CAPITAL STOCK OF THE COMPANY.
IV.1 The Shareholders Meeting unanimously resolved to increase the capital
through cash contributions of the shareholders in the amount of
$2,738,158,752.00 Mexican currency (TWO BILLION SEVEN HUNDRED THIRTY-EIGHT
MILLION ONE HUNDRED FIFTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY-TWO AND 00/100
PESOS, MEXICAN CURRENCY), through issue of 912,719,584 (NINE HUNDRED TWELVE
MILLION SEVEN HUNDRED NINETEEN THOUSAND FIVE HUNDRED EIGHTY-FOUR) common,
registered shares without expression of par value.
IV.2 The subscription value of each of the shares issued pursuant to the
immediately preceding resolution shall be $3.00 Mexican currency (THREE AND
00/100 PESOS, MEXICAN CURRENCY).
IV.3 In exercise of the preferential right corresponding to them for
subscribing the shares issued to represent the capital increase decreed by this
Shareholders Meeting, each shareholder is entitled to subscribe two new shares
for each three that it presently holds.
The preferential right shall be exercised on the stock series in which each
shareholder is holder at the time of such exercise.
IV.4 Pursuant to the provisions of Article 132 of the General Law of
Commercial Companies, and Clause Ninth of the corporate bylaws, it was resolved
to publish the notice of the capital increase in the official gazette (Diario
Oficial de la Federacion) in order that the shareholders may exercise, as
applicable, the preferential right that corresponds to them to subscribe, in
proportion to the number of shares that they hold, the shares issued by virtue
of said increase within the period of fifteen calendar days counted from and
after publication of said notice.
If the shareholders subscribe the percentage that corresponds to them on the
decree of capital increase resolved in this Shareholders Meeting, they must make
full payment no later than the day on which the period of fifteen days to which
the preceding paragraph refers expires, from 9:30 to 17:30 hours at the offices
of the Company located at Paseo de los Tamarindos 400B, piso 27, col. Bosques de
las Lomas, Mexico, Distrito Federal. The shareholders whose certificates are
deposited with Securities Deposit Institution (S.D. Indeval, S.A. de C.V.,
Institucion para el Deposito de Valores), must make payment directly through
their securities broker.
IV.5 If the decreed capital increase has not been fully subscribed by the
shareholders in the terms of the foregoing resolutions, the Board of Directors
shall determine the form and terms on which the portion which is released from
the preferential right must be subscribed, but said shares may not be offered at
a price lower than $3.00 Mexican currency (THREE AND 00/100 PESOS, MEXICAN
CURRENCY) per share, pursuant to the Agreement on Collaboration on Subscription
of Shares entered into by the company and Inversora Bursatil, S.A. de C.V., Casa
de Bolsa, Grupo Financiero Inbursa dated February 17, 2004.
IV.6 It was resolved to record that, upon wholly subscribing and paying the
912,719,584 (NINE HUNDRED TWELVE MILLION SEVEN HUNDRED NINETEEN THOUSAND FIVE
HUNDRED EIGHTY-FOUR) shares derived from the capital increase decreed by this
Shareholders Meeting, the paid capital of the Company shall be represented by
2,281'798,960 common, registered shares without expression of par value.
IV.7 The shareholders resolved to ratify Agreement on Collaboration on
Subscription of Shares entered into by the company and Inversora Bursatil, S.A.
de C.V., Casa de Bolsa, Grupo Financiero Inbursa dated February 17, 2004.
IV.8 For due execution of the resolutions approved in this Shareholder
Meeting, the broadest faculties were delegated to the Board of Directors of the
Company to freely determine the procedures, form, terms, conditions and periods
on which the operations considered in the resolutions of this Shareholders
Meeting be performed, as applicable, and to adopt, amend and/or add to all
resolutions and agreements, and to perform all actions for such purpose that it
may deem necessary or convenient, appoint delegates, and grant the
authorizations and powers of attorney required for realization of the acts and
signature of the documents relating to the aforesaid resolutions.
V. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE
MEETING.
Messrs. Fernando Senderos Mestre, Ernesto Vega Velasco, Juan Marco Gutierrez
Wanless, Arturo D'Acosta Ruiz, Ramon F. Estrada Rivero and Fabiola G. Quezada
Nieto were appointed as Delegates of this Shareholders Meeting in order that,
jointly or separately, they perform the acts necessary to formalize and comply
with the resolutions adopted by this Shareholders Meeting, and carry out the
notarization of these minutes in relevant part, signing the relevant Public
Instrument, and processing, themselves or through a third party, the
registration thereof with the Public Registry of Commerce.
VI. READING AND APPROVAL OF THE SHAREHOLDERS MEETING MINUTES.
The minutes were approved in full, as prepared and read by the Secretary, and
the Chairman, the Secretary and the Statutory Examiner were authorized to sign
them for the record.
Item 2
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[Desc logo]
SUMMARY OF THE RESOLUTIONS ADOPTED AT THE SPECIAL SERIES "C"
SHAREHOLDERS' MEETING OF DESC, S.A. DE C.V., HELD ON MARCH 8, 2004.
I. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO RESTRUCTURE
THE SERIES OF SHARES OF THE CAPITAL STOCK, INCLUDING THE MANDATORY CONVERSION OF
ALL SERIES "C" SHARES INTO SERIES "B" SHARES AND THE CANCELLATION OF THE
REGISTRATION OF THE SERIES "C" SHARES IN THE MEXICAN NATIONAL REGISTRY OF
SECURITIES (REGISTRO NACIONAL DE VALORES).
I.1 For the purpose of simplifying the shareholding structure of the
company, and of granting full corporate rights to all shareholders of same, the
Shareholders Meeting unanimously resolved to approve mandatory conversion of all
Series "C" shares into Series "B" shares representing the capital stock of Desc,
S.A. de C.V., effective from and after the fifth business day immediately
following publication of the notice of conversion in two newspapers with
national circulation.
I.2 The conversion resolved above shall be done at one Series "C" share for
one Series "B" share.
I.3 It shall be proposed to the General Ordinary and Extraordinary
Shareholders Meeting held on this same date that in the case of shareholders who
physically maintain their stock certificates, the exchange of the certificates
affected by the conversion referred to in this section shall be done against
delivery of the certificates that are presently in circulation, on business days
and times in the corporate Treasury located at Paseo de los Tamarindos 400B,
piso 27, Col. Bosques de la Lomas, Mexico, Distrito Federal, from and after the
fifth business day immediately following publication of the notice of conversion
in two newspapers with national circulation until May 19, 2004, inclusive. The
company shall directly exchange the certificates deposited with the Securities
Deposit Institution (S.D. Indeval, S.A. de C.V., Institucion para el Deposito de
Valores), within such period. Notwithstanding the date fixed therefore, the
company shall continue performing the exchange of the share certificates as long
as these be presented to the Treasury of the company within the period
established by Article 1045 of the Commercial Code (Codigo de Comercio).
1.4 By virtue of the conversion of the total Series "C" shares into Series
"B" shares, and if same would approved by the said General Shareholders Meeting,
the American Depositary Shares (ADS's) shall represent Series "B" shares.
Further, authorization was given to perform the updating of the registration of
the shares with the Securities Section of the National Securities Registry
(Registro Nacional de Valores) of the National Banking and Securities Commission
(Comision Nacional Bancaria y de Valores), and to request before said Commission
the cancellation of the registration of said Series "C" shares in the Mexican
National Registry of Securities (Registro Nacional de Valores), since the reason
for said registration will no longer exist.
I.5 It was resolved to authorize the Chairman and the Secretary of the
Board of Directors to, jointly or severally, publish the corresponding notices
regarding the mandatory conversion of shares, as well as the cancellation and
exchange of the stock certificates, in two newspapers with national circulation
and request that the notice required by Article 34, Section IV, subsection b) of
the General Provisions Applicable to Issuers of Securities and Other
Participants in the Securities Market be given.
II. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.
Messrs. Fernando Senderos Mestre, Ernesto Vega Velasco, Juan Marco Gutierrez
Wanless, Arturo D'Acosta Ruiz, Ramon F. Estrada Rivero and Fabiola G. Quezada
Nieto were appointed as Delegates of this Shareholders Meeting in order that,
jointly or separately, they perform the acts necessary to formalize and comply
with the resolutions adopted by this Shareholders Meeting, and carry out the
notarization of these minutes in relevant part, signing the relevant Public
Instrument, and processing, themselves or through a third party, the
registration thereof with the Public Registry of Commerce.
III. READING AND APPROVAL OF THE SHAREHOLDERS MEETING MINUTES.
The minutes were approved in full, as prepared and read by the Secretary, and
the Chairman, the Secretary and the Statutory Examiner were authorized to sign
them for the record.
Item 3
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[Desc logo]
NOTICE TO SHAREHOLDERS
Desc, S.A. de C.V.
The General Ordinary and Extraordinary Shareholders Meeting of DESC, S.A. de
C.V. (DESC), held on March 8, 2004 resolved, among other items:
1. The mandatory conversion of all Series "C" shares into Series "B" shares
representing the capital stock of DESC, effective from and after the fifth
business day immediately following publication of this notice of conversion.
The conversion abovementioned shall be done at one Series "C" share for one
Series "B" share.
In the case of shareholders who physically maintain their stock certificates,
the exchange of the certificates affected by the conversion aforementioned shall
be done against delivery of the certificates that are presently in circulation,
on business days and times in the corporate Treasury located at Paseo de los
Tamarindos 400B, piso 27, Col. Bosques de Ia Lomas, Mexico, Distrito Federal,
from and after the fifth business day immediately following publication of this
notice of conversion until May 19, 2004, inclusive. The company shall directly
exchange the certificates deposited with S.D. Indeval, S.A. de C.V., lnstituciOn
para el DepOsito de Valores (Securities Deposit Institution) within such period.
Notwithstanding the date fixed therefore, the company shall continue performing
the exchange of the share certificates as long as these be presented to the
Treasury of the company within the period established by Article 1045 of the
Commercial Code.
By virtue of the conversion of the total Series "C" shares into Series "B"
shares, the American Depositary Shares traded on the New York Stock Exchange,
Inc., will represent Series "B" shares.
2. The voluntary conversion of Series "A" shares into Series "B" shares, and
voluntary conversion of Series "B" shares into Series "A" shares, at one for
one, per request of the corresponding shareholders.
The period for presentation of the requests for voluntary conversion commences
on the fifth business day immediately following publication of this notice of
conversion and concludes on May 19, 2004.
In the case of shareholders who physically maintain their stock certificates,
the request for conversion and consequent exchange of the corresponding
certificates shall be done on business days and times in the corporate Treasury
located at Paseo de los Tamarindos 400B, piso 27, Col. Bosques de Ia Lomas,
Mexico, Distrito Federal, from and after the fifth business day immediately
following publication of this notice of conversion until May 19, 2004,
inclusive. The company will receive the request of voluntary conversion and
exchange the certificates directly through S.D. Indeval, S.A. de C.V.,
lnstitucion para el Deposito de Valores (Securities Deposit Institution),
regarding the certificates deposited with this institution, within such period.
The aforesaid exchanges shall be done against delivery of the certificates
presently outstanding.
The series "A" shares have not been, and will not be, registered under the
securities laws of any jurisdiction outside of Mexico. Accordingly, the
voluntary conversion will be exercised solely in Mexico by shareholders of DESC.
Mexico City, Federal District, March 8th, 2004.
/s/ Ernesto Vega Velasco
SECRETARY OF THE BOARD OF DIRECTORS
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.
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(Registrant)
Date: March 9, 2004 By /s/ Arturo D'Acosta Ruiz
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(Signature)
Name: Arturo D'Acosta Ruiz
Title: Chief Financial Officer