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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 __ June, 2005
GRUPO IUSACELL, S.A. de C.V.
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(Translation of registrant's name into English)
Montes Urales 460
Col. Lomas de Chapultepec, Deleg. Miguel Hidalgo
11000, Mexico D.F.
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will fill annual reports
under cover of Form 20-F or Form 40-F: Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g-3-2(b) under the Securities and Exchange Act of
1934. Yes [ ] No [X]
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Documents Furnished By the Registrant
1. Press Release of the Registrant dated June 1, 2005
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRUPO IUSACELL, S.A. DE C.V.
Date: June 1, 2005 /s/ Fernando Cabrera
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Name: Fernando Cabrera
Title: Attorney in fact
/s/ Jose Luis Riera
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Name: Jose Luis Riera
Title: Attorney in fact
SHAREHOLDERS' MEETING APPROVES TERMINATION OF AMERICAN
DEPOSITARY RECEIPTS PROGRAM
MEXICO CITY, June 1 /PRNewswire-FirstCall/ -- Grupo Iusacell, S.A. de C.V.,
(BMV: CEL, NYSE: CEL), announced today that the Extraordinary Shareholders'
Meeting held today approved, by the vote of 96.70% of the Company's shares
represented by minority shareholders, MovilAccess SA de CV and Ricardo B.
Salinas, the termination of the American Depositary Receipts (ADRs) program that
the Company has in the United States, which ADRs are listed in the New York
Stock Exchange (NYSE).
The Shareholders' Meeting made the decision after making an analysis and
discussing the costs and benefits of continuing with the ADR program in the
capital markets in the United States. Among other factors, the shareholders
based their decision on the limited activity of the shares of the Company in the
U.S. capital markets.
The shareholders considered that the Mexican capital markets have become a
strong source for peso financings, with lower costs for the Company compared
with the ADR program, at the same time offering high levels of liquidity to
investors.
The Company believes that the Mexican Stock Market Exchange offers a legal
framework that emphasizes protection of all shareholders.
In order to implement the resolution of the Shareholders' Meeting, the
Company will immediately notify the NYSE and The Bank of New York of the
resolution to terminate the ADR program, and move to amend the ADR Deposit
Agreement to reduce to 60 days the period for exchanging ADRs for shares, which
The Bank of New York will notify to the ADR holders.
The trading of the ADRs will continue for the next 90 days from the date on
which The Bank of New York notifies to the ADR holders of the termination of the
ADR program. In addition, during such period, ADR holders may continue to
exchange ADRs for shares, which trade on the Mexican Stock Exchange.
We anticipate that after the 90-day period, the NYSE will suspend trading of
the ADRs. We also anticipate that the NYSE will request the delisting of the
ADRs to the United States Securities and Exchange Commission (SEC), and the ADR
holders will have 60 days to exchange their ADRs for shares. ADR holders should
contact their brokers to carry out this exchange.
Upon the expiration of the 60-day period, The Bank of New York will have the
right to sell the shares underlying any untendered ADRs and distribute the
proceeds of the sale to holders.
In the event that there were less than 300 United States resident
shareholders, the Company would have the ability to request the deregistration
of the Company's securities in the United States.
The Company noted that the registration with the SEC and the listing with
the NYSE are separate and independent. Therefore, the Company will comply with
its reporting obligations with the SEC for as long as it remains registered with
such authority.
The Company believes that this decision taken by its Shareholders does not
affect in any form the negotiations with creditors that have been taking place,
and reiterates its commitment to reach a comprehensive restructuring agreement
as soon as possible.
About Iusacell
Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a wireless
cellular and PCS service provider in Mexico encompassing a total of
approximately 92 million POPs, representing approximately 90% of the country's
total population. Independent of the negotiations towards the restructuring of
its debt, Iusacell reinforces its commitment with customers, employees and
suppliers and guarantees the highest quality standards in its daily operations
offering more and better voice communication and data services through
state-of-the-art technology, such as its new 3G network, throughout all of the
regions in which it operates.
Legal Disclaimer
Grupo Iusacell, S.A. de C.V. quarterly reports and all other written
materials may from time to time contain statements about expected future events
and financial results that are forward-looking and subject to risks and
uncertainties. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Discussion of factors that may affect future
results is contained in our filings with the Securities and Exchange Commission.
SOURCE Grupo Iusacell, S.A. de C.V.
-0- 06/01/2005
/CONTACT: Jose Luis Riera K., Chief Financial Officer, or J.Victor
Ferrer, Finance Manager, vferrer@iusacell.com.mx, both of Grupo Iusacell, S.A.
de C.V., +5255-5109-5927/
/Web site: http://www.iusacell.com /