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 April , 2004
---------------------
Commission File Number: 001-13196
-----------------
DESC, S.A. DE C.V.
----------------------------------------------
(Translation of registrant's name into English)
PASEO DE LOS TAMARINDOS 400-B, BOSQUES DE LAS LOMAS, 05120 MEXICO, D.F., MEXICO
--------------------------------------------------------------------------------
(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
--- ---
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
----
1. Notice to the Stockholders, dated April 2, 2004, regarding
Registrant's Annual Shareholders Meeting
2
Item 1
NOTICE REGARDING THE
PRINCIPAL PROPOSALS TO BE SUBMITTED FOR THE CONSIDERATION OF
THE SHAREHOLDERS OF DESC, S.A. DE C.V. ("DESC") AT THE
ANNUAL GENERAL ORDINARY SHAREHOLDERS MEETING OF DESC
("SHAREHOLDERS' MEETING") TO BE HELD ON APRIL 26, 2004
I. PRESENTATION OF THE REPORT OF THE BOARD OF DIRECTORS, AS PROVIDED IN ARTICLE
172 OF THE MEXICAN GENERAL CORPORATIONS LAW, AND THE REPORT OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS, REGARDING THE FISCAL YEAR ENDED DECEMBER
31, 2003 ("FY 2003"), AND RESOLUTIONS REGARDING SUCH REPORTS.
These items will be presented at the Shareholders' Meeting.
II. RATIFICATION OF THE ACTIONS UNDERTAKEN BY THE BOARD OF DIRECTORS AND THE
BOARD COMMITTEES DURING FY 2003.
Based principally on the documents referred in the first item above, Desc's
shareholders will vote on the ratification of the actions undertaken by the
Board of Directors and the Board Committees during FY 2003.
III. DISCUSSION, APPROVAL OR MODIFICATION, IF APPROPRIATE, OF THE FINANCIAL
STATEMENTS OF DESC AS OF DECEMBER 31, 2003, WITH THE PRIOR READING OF THE REPORT
OF THE STATUTORY EXAMINER.
These items will be presented at the Shareholders' Meeting.
IV. RESOLUTIONS ON THE APPLICATION OF RESULTS.
The shareholders of Desc will be asked to approve at the Shareholders' Meeting
the application of Desc's net loss for FY 2003, which is equal to pesos
$2,240,386,163.23 (Mexican Currency), against Desc's Accumulated Profit Account.
V. ELECTION OR REELECTION, AS THE CASE MAY BE, OF THE MEMBERS OF THE BOARD OF
DIRECTORS, AS WELL AS THE BOARD'S COMMITTEE MEMBERS, AND OF THE STATUTORY
EXAMINERS.
a) The following persons are the nominees for election as the Proprietary
Directors of Desc:
3
SERIES "A" DIRECTORS
FERNANDO SENDEROS MESTRE
CARLOS GOMEZ Y GOMEZ
ERNESTO VEGA VELASCO
ALBERTO BAILLERES GONZALEZ
FEDERICO FERNANDEZ SENDEROS
PABLO JOSE CERVANTES BELAUSTEGUIGOITIA
SERIES "B" DIRECTORS
RUBEN AGUILAR MONTEVERDE
VALENTIN DIEZ MORODO
CARLOS GONZALEZ ZABALEGUI
PRUDENCIO LOPEZ MARTINEZ
LUIS TELLEZ KUENZLER
Each director is elected for a term of one year, ending at the next
annual meeting of our shareholders, and until his or her successor is
elected and qualifies, subject to earlier removal.
b) The following directors are nominees for election as members of the
Board of Directors' Committees:
EVALUATION AND COMPENSATION COMMITTEE
ERNESTO VEGA VELASCO CHAIRMAN
CARLOS GONZALEZ ZABALEGUI
VALENTIN DIEZ MORODO
AUDIT COMMITTEE
PRUDENCIO LOPEZ MARTINEZ CHAIRMAN
RUBEN AGUILAR MONTEVERDE
ERNESTO VEGA VELASCO
FINANCE AND PLANNING COMMITTEE
FERNANDO SENDEROS MESTRE CHAIRMAN
CARLOS GOMEZ Y GOMEZ
FEDERICO FERNANDEZ SENDEROS
ERNESTO VEGA VELASCO
4
c) The reelection of MESSRS. JOSE MANUEL CANAL HERNANDO and DANIEL DEL
BARRIO BURGOS, as Statutory Auditor and Alternate Statutory Auditor,
respectively, will be submitted for the consideration of Desc's
shareholders at the Shareholders' Meeting.
d) The dissolution of the Executive Committee will be submitted for the
consideration of Desc's shareholders at the Shareholders' Meeting. If
this proposal is approved, the Chief Executive Officer of Desc will
assume the duties of the Executive Committee.
VI. RESOLUTION ON THE COMPENSATION TO THE DIRECTORS AND THE STATUTORY
EXAMINERS.
It will be proposed that the members of the Board of Directors, and the
Statutory Auditors, whether or not Alternates, of DESC, S.A. de C.V., receive a
fee of pesos $25,000.00, Mexican Currency (TWENTY-FIVE THOUSAND AND 00/100
PESOS, MEXICAN CURRENCY) for each meeting of the Board of Directors that they
attend, and for each meeting that they attend of the Evaluation and
Compensation, Audit, and Finance and Planning Committees.
VII. REPORT OF THE BOARD OF DIRECTORS, AS PROVIDED IN ARTICLE 60, SECTION III OF
THE GENERAL RULES APPLICABLE TO STOCK ISSUERS AND OTHER PARTICIPANTS OF THE
STOCK MARKET ISSUED BY THE MEXICAN BANKING AND SECURITIES COMMISSION.
As required by Article 60, Section III of the General Provisions Applicable to
Stock Issuers and Other Participants in the Stock Market issued by the Mexican
National Banking and Securities Commission, Desc will report that it did not
repurchase any of its shares during FY 2003.
VIII. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE
SHAREHOLDERS' 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 will be proposed as Delegates of this Shareholders Meeting to,
jointly or severally, perform the acts necessary to formalize and effectuate the
resolutions adopted at the Shareholders' Meeting, including, without limitation,
having the minutes formalized by a Notary Public and recording the minutes with
the Mexican Public Registry of Commerce.
IX. READING AND APPROVAL OF THE MINUTES OF THE SHAREHOLDERS' MEETING.
This item will be presented at the Shareholders' Meeting.
6
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.
-------------------------------------
(Registrant)
Date: April 15, 2004 By /s/ Arturo D'Acosta Ruiz
--------------------------- ----------------------------------
Name: Arturo D'Acosta Ruiz
Title: Chief Financial Officer
7