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 December, 2003
GRUPO IUSACELL, S.A. de C.V.
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(Translation of registrant's name into English)
Prol. Paseo de la Reforma 1236
Col. Santa Fe, Deleg. Cuajimalpa
05438, 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|
Documents Furnished By the Registrant
1. Notice of Share Exchange dated December 11, 2003
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: December 12, 2003 /s/ Jose Ingacio Morales Elcoro
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Name: Jose Ignacio Morales Elcoro
Title: Attorney in fact
/s/ Jose Luis Riera Kinkel
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Name: Jose Luis Riera Kinkel
Title: Attorney in fact
[LOGO] IUSACELL
Valora tu espacio.
Investor Contacts
Jose Luis Riera K.
Chief Financial Officer
5255-5109-5927
Carlos J. Moctezuma
Head of Investor Relations
5255-5109-5759
carlos.moctezuma@iusacell.com.mx
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Grupo Iusacell, S.A. de C.V. Share Exchange Notice
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In accordance with the General Extraordinary and Ordinary Shareholders'
resolution of Grupo Iusacell, S.A. de C.V. adopted on October 17th 2003, notice
is hereby given to all shareholders of Grupo Iusacell, S.A. de C.V. and to all
holders of American Depositary Receipts traded outside of Mexico that, on
December 19, 2003, all Series "A" and "V" shares currently outstanding will be
exchanged before S.D. Indeval, S.A. de C. V. for common, ordinary, registered
shares with no par value and full voting rights, at a ratio of 20 (twenty)
Series "A" and/or "V" shares for 1 (one) new common, ordinary, registered share
with no par value and full voting rights.
In addition, with respect to those holders of Series "A" or "V" whose
shares cannot be exchanged to a whole new common ordinary share, Grupo Iusacell,
S.A. de C.V. will pay off such Series "A" or "V" shares at a price equal to the
opening market price on October 17th 2003 for each of the Series "A" or "V"
shares.
The exchange described in this notice is subject to obtaining the required
approvals from the Mexican National Securities and Banking Commission.
Mexico, Federal District at December 11th 2003
Grupo Iusacell, S.A. de C. V.
Fernando Jose Cabrera Garcia
Secretary Non-Member of the Board of Directors
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About Iusacell
Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a wireless
cellular and PCS service provider in seven of Mexico's nine regions, including
Mexico City, Guadalajara, Monterrey, Tijuana, Acapulco, Puebla, Leon and Merida.
The Company's service regions encompass a total of approximately 92 million
POPs, representing approximately 90% of the country's total population.
This press release contains 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.