================================================================================
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 May, 2005
GRUPO IUSACELL, S.A. de C.V.
-----------------------------------------------
(Translation of registrant's name into English)
Montes Urales 460
Col. Lomas de Chapultepec, Deleg. Miguel Hidalgo
11000, Mexico D.F.
------------------------------------------------
(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]
================================================================================
Documents Furnished By the Registrant
1. Press Release of the Registrant dated May 2, 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: May 2, 2005 /s/ Fernando Cabrera
---------------------
Name: Fernando Cabrera
Title: Attorney in fact
/s/ Jose Luis Riera
---------------------
Name: Jose Luis Riera
Title: Attorney in fact
GRUPO IUSACELL, S.A. DE C.V.: TRANSCRIPTION OF THE REPORT OF INDEPENDENT
ACCOUNTANTS
MEXICO CITY, May 2 /PRNewswire-FirstCall/ --
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of
Grupo Iusacell, S.A. de C.V.
(Subsidiary of Movil Access, S.A. de C.V.)
We have audited the consolidated balance sheet of Grupo Iusacell, S.A. de
C.V. and subsidiaries (the Company), as of December 31, 2004, and the related
consolidated statements of income, of changes in stockholders' equity and of
changes in financial position for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
The consolidated financial statements as of December 31, 2003, and for the
years ended December 31, 2003 and 2002, presented for comparison purposes
only, were audited by other independent accountants, whose report dated March
26, 2004, and for certain information April 19, 2004, expressed an unqualified
opinion on those statements, and included explanatory paragraphs describing
the following matters: 1) The Company adopted, in 2003, Statement C-8
"Intangible Assets" issued by the Mexican Institute of Public Accountants,
with the effects described in Note 4n. to the consolidated financial
statements; 2) The Company incurred in certain events of default related to
its debt originally issued at long-term, which entitled the creditors with the
right to request the immediate payment of the principal and interest; also,
one subsidiary of the Company was sued before a New York Court. Under these
circumstances, the Company classified its debt, originally issued at long-
term, as short-term liabilities, and as a result, current liabilities exceeded
current assets by Ps.10,300.9 millions (constant Mexican pesos of December 31,
2004); 3) The Company reported accumulated losses representing more than two
thirds of its capital stock, which, in accordance with Mexican law is a cause
of dissolution, and could be among the assumptions provided by the Concurso
Mercantil Law in Mexico and; 4) The circumstances described in numerals 2) and
3) above, raise substantial doubt about the Company's ability to continue as a
going concern. The consolidated financial statements did not include any
adjustments related to the recoverability and classification of the amounts
recorded as assets, and the amounts and classification of liabilities, deemed
necessary in the event the Company could not continue operating as a going
concern.
We conducted our audit in accordance with auditing standards generally
accepted in Mexico. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, and have been prepared in conformity with
accounting principles generally accepted in Mexico. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statements presentation. We believe that our
audit provides a reasonable basis for our opinion.
a) As more fully discussed in Notes 2 and 10 to the accompanying
consolidated financial statements, the Company has incurred in events of
default under the agreements and/or instruments governing the loans which
conform the Company's debt. Such events relate, mainly, to the failure in the
payment of the principal and the corresponding interest, to technical defaults
and non compliance of financial ratios, and to the change of control of the
Company that occurred when the former shareholders, Verizon Communications,
Inc. (Verizon) and Vodafone Group Plc. (Vodafone), sold the majority equity
shares to Movil Access, S.A. de C.V., as well as other defaults detailed in
such notes. These defaults entitled the creditors of most of the Company's
debt to request the immediate payment of principal and corresponding
accessories, in accordance with the executed agreements. As a result of the
above, and in conformity with accounting principles generally accepted in
Mexico, long-term debt, as described in Note 10 to the consolidated financial
statements, has been classified as short-term and, consequently, as of
December 31, 2004, current liabilities exceed current assets by Ps.11,068.6
million approximately. On January 14, 2004, a group of holders of the Secured
Senior Notes Due 2004, issued by the Company's main subsidiary, filed a
lawsuit in a New York Court against that subsidiary, for the immediate payment
of principal and interest; the lawsuit includes other aspects also described
in Notes 2 and 10 to the consolidated financial statements.
b) The Company has incurred accumulated losses as of December 31, 2004,
which have originated the total loss of the Company's capital stock, and a
deficit in its stockholders' equity at that date. The loss of capital stock,
in accordance with Mexican General Corporate Law, is cause of a possible
dissolution of the Company; furthermore, the Company might be instituted in a
reorganization proceeding under the Concurso Mercantil Law in Mexico.
These circumstances, in addition to the description in paragraph a) above,
raise substantial doubt about the Company's ability to continue as a going
concern, which will depend, among other factors, on its debt restructure
and/or, as the case may be, on obtaining or generating the additional
resources necessary to settle its obligations and to cover its operating
needs. The accompanying consolidated financial statements, due to the reasons
described in Note 4a. to such financial statements, have been prepared
considering that the Company will continue as a going concern and, in
consequence, do not include any adjustments related to the recoverability and
classification of the amounts recorded as assets, and the amounts and
classification of the liabilities, which might be deemed necessary in the
event the Company would enter a liquidation process.
c) In accordance with Note 4o. to the consolidated financial statements,
beginning in 2004, the Company adopted Statement C-15 "Impairment of the Value
of Long-Lived Assets and Disposal", issued by the Mexican Institute of Public
Accountants in order to value such assets.
In our opinion, the financial statements referred to in the first
paragraph present fairly, in all material respects, the consolidated financial
position of Grupo Iusacell, S.A. de C.V. and subsidiaries as of December 31,
2004, and the consolidated results of its operations, changes in its
consolidated stockholders' equity (deficit), and changes in its consolidated
financial position for the year then ended, in conformity with accounting
principles generally accepted in Mexico.
Despacho Freyssinier Morin, S.C.
CPC Jorge E. Santibanez Fajardo
Partner
Mexico City, Mexico
March 21, 2005
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 operate.
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- 05/02/2005
/CONTACT: Jose Luis Riera K., Chief Financial Officer, +011-5255-5109-
5927; or J.Victor Ferrer, Finance Manager, +011-5255-5109-5927,
vferrer@iusacell.com.mx, both of Grupo Iusacell/
/Web site: http://www.iusacell.com /
_