UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Grupo Iusacell, S.A. de C.V.
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(Name of Issuer)
Series V Common Stock, without stated par value
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(Title of Class of Securities)
40050B100**
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(CUSIP Number)
Dennis Daugherty, Esq.
Vodafone Americas Region
2999 Oak Road, 10th Floor
Walnut Creek, California 94597
(925) 210-3900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 27, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
** This CUSIP number is for the American Depositary Shares (the "ADSs")
of the Issuer each of which represents 100 shares of Series V Common
Stock of the Issuer. This filing is being made with respect to the
Series V Common Stock not the ADSs.
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CUSIP NO. 40050B100
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vodafone Americas B.V. ("Vodafone Americas")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 339,617,555 (See Item 5)
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 339,617,555
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,617,555 shares (See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
Excludes 76,799,607 shares or 8.53% of Series V Common Stock of the
Issuer (See Item 5).
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.7%
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14. TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
No changes.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by amending Exhibit 1 by deleting "Robert
Nicolas Barr (British) Managing Director" in the list of directors and executive
officers of Vodafone Americas and inserting "Paul Stephenson (British) Managing
Director"; and by adding "John Gordon St-Clair Buchanan (British) Director" and
"Vittorio Amedeo Colao (Italian) Director" to the list of directors and
executive officers of Vodafone Group.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No changes.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j)
Item 4 is hereby amended by deleting the final paragraph of Item 4 in
its entirety and replacing it with the following paragraphs:
"Vodafone Americas is continually evaluating and reviewing its present and
future interest in and intentions with respect to the Issuer and the Issuer's
business affairs, financial position and prospects. Based on such evaluation and
review, as well as the respective objectives of Vodafone Americas, Vodafone
Group and the Issuer, other business opportunities available to Vodafone
Americas or Vodafone Group, general economic and industry conditions, and other
factors that Vodafone Americas may deem relevant, Vodafone Americas may consider
from time to time various courses of action of the types described in clauses
(a) through (j) of Item 4 of Schedule 13D.
On May 27, 2003, Vodafone Group issued a press release in which it noted that
the Issuer's financial performance continued to deteriorate in the year despite
a modest increase in its customer base and management's efforts to restructure
the business through substantial headcount reductions and tight cost and cash
management. Vodafone Group also noted that in order to alleviate certain of the
resulting financial pressures, the Issuer began a debt restructuring effort in
December 2002 and in May 2003, secured a temporary waiver related to its US$266
million secured bank credit facility. The Issuer will continue to work with its
financial advisor to restructure the terms and payment schedules of its various
debt agreements and instruments. It is likely that the Issuer will require
additional funding in order to grow its operations. However, there is no
assurance that such funding could be obtained at all or, if obtainable, on terms
which would be acceptable to the Issuer.
As a result of the Issuer's deteriorating financial performance, Vodafone Group
has written off its investment in the Issuer and Vodafone Americas is currently
considering its options with respect to its investment, including disposal."
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
No change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 5 Excerpt of Vodafone Group plc Press Release dated May
27, 2003 with respect to Grupo Iusacell, S.A. de C.V.
and Vodafone America's Disclosure in Item 4 to this
Schedule 13D/A
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: May 27, 2003
VODAFONE AMERICAS B.V.
By: /s/ Erik de Rijk
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Name: Erik de Rijk
Title: Director
By: /s/ Jan de Geus
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Name: Jan de Geus
Title: Direcotr