<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM F-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
GRUPO IUSACELL, S.A. DE C.V.
f/k/a
NUEVO GRUPO IUSACELL, S.A. DE C.V.
(Exact Name of Registrant as Specified in Its Charter)
IUSACELL GROUP, INC.
(Translation of Registrant's Name Into English)
UNITED MEXICAN STATES
(State or other jurisdiction of NOT APPLICABLE
incorporation or organization) (I.R.S. Employer Identification No.)
PROLONGACION PASEO DE LA REFORMA 1236
COLONIA SANTA FE
DELEGACION CUAJIMALPA
05348 MEXICO, D.F., MEXICO
+ (525)109-4400
(Address and Telephone Number of Registrant's Principal Executive Offices)
---------------------------
CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
(212) 479-8220
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service of Process)
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WITH COPIES TO:
SARA HANKS, ESQ.
CLIFFORD CHANCE ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. ........................................................................[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ..............................................[X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ...............................[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ......................................................[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. .............................................[ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SECURITY(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt securities (3)........... 100%(2) $600,000,000(2) $158,400
Common stock, without
stated par value (3)(4).....
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act. Includes securities
initially offered outside the United States that may be sold or resold in
the United States. Securities are not being registered for the purpose of
sales outside the United States.
(2) Not specified as to each class of securities to be registered pursuant to
General Instruction II(C) of Form F-3. The proposed maximum offering
price per security will be determined from time to time in connection
with the issuance of the securities registered hereunder. The maximum
aggregate offering price will be such amount in U.S. dollars or the
equivalent thereof in foreign or composite currencies as shall result in
a maximum offering price for all securities of U.S.$600,000,000.
(3) American depositary shares evidenced by American Depositary Receipts
issuable upon deposit of the shares of common stock of Grupo Iusacell,
S.A. de C.V. registered hereby have been or will be registered under a
separate Registration Statement on Form F-6.
(4) Shares of common stock and American depositary shares may be issuable
upon conversion of convertible debt securities registered hereunder. No
separate consideration will be received for such shares of common stock
or American depositary shares.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
[COMPANY LOGO]
U.S.$600,000,000
GRUPO IUSACELL, S.A. DE C.V.
DEBT SECURITIES
COMMON STOCK
AMERICAN DEPOSITARY SHARES REPRESENTING COMMON STOCK
Grupo Iusacell, S.A. de C.V. may:
- sell debt securities to the public
- sell common stock to the public
- sell American depositary shares representing common stock to the
public
One or more of our shareholders may sell shares of our common stock or American
depositary shares representing common stock.
American depositary shares representing shares of our series V common stock are
listed on the New York Stock Exchange under the symbol CEL. Our series A and V
common stock are listed on the Mexican Stock Exchange.
INVESTING IN THESE SECURITIES INVOLVES SOME RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE [ ] OF OUR FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 1999, WHICH IS
INCORPORATED BY REFERENCE.
We will provide the specific terms of the securities in supplements to this
prospectus. The prospectus supplement will also contain the names of the
underwriters, dealers or agents involved in the sale of the securities, together
with any applicable commissions or discounts. You should read this prospectus
and any prospectus supplement carefully before you make a decision to invest.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
, 2000
<PAGE> 3
TABLE OF CONTENTS
PAGE
NO.
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About This Prospectus.......................................................i
Where You Can Find More Information.........................................1
Forward-Looking Statements..................................................1
Iusacell ...................................................................2
Use of Proceeds.............................................................3
Description of Securities that May be Offered...............................4
Description of the Debt Securities..........................................4
Plan of Distribution........................................................9
Legal Matters..............................................................10
Independent Accountants....................................................10
Experts ...................................................................10
Enforceability of Civil Liabilities........................................10
----------------------
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
United States Securities and Exchange Commission, which we refer to as the SEC
using the "shelf" registration process. Under the shelf registration process, we
may sell the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities that
can be offered. Each time we sell securities, we will provide prospective
investors with a prospectus supplement that will contain specific information
about the terms of the securities. The prospectus supplement may also add to or
update or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."
"NEW IUSACELL" AND "IUSACELL" MEAN GRUPO IUSACELL, S.A. DE C.V. THIS COMPANY WAS
FORMERLY KNOWN AS NUEVO GRUPO IUSACELL, S.A. DE C.V.
"OLD IUSACELL" MEANS GRUPO IUSACELL CELULAR, S.A. DE C.V. THIS COMPANY WAS
FORMERLY KNOWN AS GRUPO IUSACELL, S.A. DE C.V. NEW IUSACELL OWNS 99.9% OF THE
CAPITAL STOCK OF OLD IUSACELL.
Unless otherwise specified, all references to "U.S. dollars," "dollars," "U.S.$"
or "$" are to United States dollars, and references to "Ps." and "pesos" are to
Mexican pesos. We publish our financial statements in pesos that are adjusted to
reflect changes in purchasing power due to inflation. Thus, unless otherwise
specified, our financial data is presented in constant pesos of December 31,
1999 purchasing power. Amounts presented in this prospectus may not add up or
may be slightly inconsistent due to rounding.
Unless otherwise provided, this prospectus contains translations of peso amounts
into U.S. dollars solely for the convenience of the reader based on the exchange
rate reported by the Federal Reserve Bank of New York as its noon buying rate
for pesos, which we refer to as the Noon Buying Rate, at December 31, 1999,
which was Ps.9.4800 per U.S.$1.00. These currency conversions should not be
construed as representations that the peso amounts actually represent such
dollar amounts. Additionally, these conversions should not be construed as
representations that these peso amounts have been, could have been or could be
converted into U.S. dollars at those or any other rates of exchange.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual and special reports and furnish other information with the SEC
from time to time. You may read and copy any document filed by us at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. In addition, some of our SEC filings are available to
the public over the Internet at the SEC's web site at http://www.sec.gov. In
addition, because the American depositary shares representing our series V
common stock, which we refer to as ADSs, are listed on the New York Stock
Exchange, reports and other information concerning us can also be inspected at
the office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered a part of this prospectus, and includes
the following:
- annual report on Form 20-F for the year ended December 31, 1999.
- all documents that we file in the future under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, any
future reports on Form 6-K that indicate they are incorporated
into this prospectus and any future annual reports on Form 20-F
that we file with the SEC until we sell all of the securities that
may be offered through this prospectus.
You should consider any statement in this prospectus or incorporated by
reference to be modified by any statement subsequently incorporated by reference
to the extent that subsequent statement modifies the prior statement.
We will provide without charge upon written or oral request a copy of any
document that is incorporated by reference in this prospectus, other than
exhibits that are not specifically incorporated by reference. These requests
should be directed to our Director of Investor Relations, at Prolongacion Paseo
de la Reforma 1236, Colonia Santa Fe, Delegacion Cuajimalpa, 05348 Mexico, D.F.,
telephone number + (525) 109-4400. You should rely only on the information
incorporated by reference or provided in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you with different
information.
FORWARD-LOOKING STATEMENTS
This prospectus contains projections of some financial data and discloses plans
and objectives for the future. This forward-looking information, as defined in
the United States Private Securities Litigation Reform Act of 1995, reflects our
views regarding future events and financial performance. Actual events and
results could differ materially from those projected in the forward-looking
statements as a result of the risk factors described above, as well as factors
discussed below.
The words "believe," "expect," "anticipate," "intend" and "plan" and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which in any event
speak only as of their dates. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise. The risk factors described in or incorporated into
this prospectus, and many other factors, could cause actual events and results
to differ materially from historical results or those anticipated.
If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, our actual results may vary materially from those
expected, estimated or projected. We do not undertake to update our
forward-looking statements or risk factors to reflect future events or
circumstances.
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IUSACELL
We are the second largest wireless telecommunications provider in Mexico with
more than 1.3 million cellular customers. We own and operate concessions for a
range of frequencies in the 800 MHz band used to provide cellular wireless
services in four contiguous regions in central Mexico, including Mexico City,
one of the world's most populous cities.
- Our cellular concessions cover regions representing approximately
68 million inhabitants, or 69% of Mexico's total population.
- Our cellular network makes services available in areas where
approximately 59 million people live, representing 88% of the
inhabitants of the regions where we provide cellular wireless
services and 61% of Mexico's total population.
Since August 1999, we have been offering digital coverage and services in all
areas where we provide cellular wireless services.
Since February 1997, we have been under the management control of subsidiaries
of Bell Atlantic Corporation. Bell Atlantic has invested approximately U.S.$1.2
billion since 1993 for its 40.2% economic and voting interest in our equity.
Today, Bell Atlantic personnel seconded to Iusacell and Bell Atlantic
consultants are integrally involved in defining and implementing our long-term
strategy and in managing day-to-day operations.
Since Bell Atlantic took control of our management in February 1997, our
cellular subscriber base has grown from approximately 245,000 to 1,322,798
subscribers at December 31, 1999. Of these subscribers, 352,288 were post-paid
contract customers who purchase cellular services pursuant to fixed term
contracts and the remaining 970,510 were customers who pay for their cellular
services in advance through the purchase of prepay calling cards. Approximately
207,000 of these prepay customers only receive incoming calls and cannot make
outgoing calls.
In addition to our core mobile wireless services, we also provide a wide range
of other telecommunications services, including long distance, paging, wireless
local telephony and data transmission.
----------------------
Our principal executive offices are located at Prolongacion Paseo de la Reforma
1236, Colonia Santa Fe, Delegacion Cuajimalpa, 05348, Mexico, D.F. Our telephone
number is + (525) 109-4400. Our internet website address is
http://www.iusacell.com.mx. Information contained in our website is not part of
this prospectus.
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USE OF PROCEEDS
Unless otherwise disclosed in the accompanying prospectus supplement, we will
use the net proceeds from the sale of securities to fund the business of
Iusacell and its subsidiaries.
The offering price of our debt securities, common stock and ADSs representing
common stock will be determined by market conditions.
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DESCRIPTION OF SECURITIES THAT MAY BE OFFERED
We may offer debt securities, common stock, ADSs representing common stock, or
any combination of the foregoing, either individually or as units consisting of
one or more securities. We may offer up to U.S.$600,000,000 worth of securities
under this prospectus. If securities are offered as units, we will describe the
terms of the units in a prospectus supplement. For a description of our common
stock or ADSs representing common stock, see our Annual Report on Form 20-F for
the year ended December 31, 1999.
DESCRIPTION OF THE DEBT SECURITIES
We may offer any combination of senior debt securities or subordinated debt
securities. Debt securities may be secured or unsecured general obligations of
Iusacell. Senior debt securities will rank above all subordinated indebtedness
and equal to all other indebtedness outstanding on the date of the prospectus
supplement (other than statutorily preferred obligations). Subordinated debt
securities will rank in right of payment below all other indebtedness
outstanding at or after the time issued, unless the other indebtedness provides
that it is not senior to the subordinated debt. We may issue the senior debt
securities and the subordinated debt securities under separate indentures
between us, as issuer, and the trustee or trustees identified in the prospectus
supplement. A copy of the form of each type of indenture has been or will be
filed as an exhibit to the registration statement of which this prospectus is a
part. A prospectus supplement will describe the particular terms of any debt
securities we may offer. The following summaries of the debt securities and the
indentures are not complete. We strongly urge you to read the indentures and the
description of the debt securities included in the prospectus supplement.
GENERAL
The debt securities will have terms that are consistent with the indentures.
Unless otherwise specified in the applicable prospectus supplement, senior debt
securities will be unsecured and unsubordinated obligations of Iusacell and will
rank equally with all our other unsecured and unsubordinated debt. Subordinated
debt securities will be paid only if all payments due under our senior
indebtedness, including any outstanding senior debt securities, have been made.
The indentures might not limit the amount of other debt that we may incur and
might not contain financial or similar restrictive covenants. The indentures
might not contain any provision to protect holders of debt securities against a
sudden or dramatic decline in our ability to pay our debt. We will have the
right to "reopen" a previous issue of a series of debt securities by issuing
additional debt securities of that series. The prospectus supplement will
describe the debt securities and the price or prices at which we will offer the
debt securities. The description will include:
- the title of the debt securities;
- any limit on the aggregate principal amount of such debt
securities or the series of which they are a part;
- the person to whom any interest on a debt security of the series
will be paid;
- the date or dates on which we must pay the principal;
- the rate or rates at which the debt securities will bear interest,
if any, the date or dates from which interest will accrue, and the
dates on which we must pay interest;
- the terms of any interest escrow arrangement;
- the place or places where we must pay the principal of and any
premium or interest on the debt securities;
- the terms and conditions on which we may redeem any debt security,
if at all;
- any obligation to redeem or purchase any debt securities, and the
terms and conditions on which we must do so;
- any provisions for the payment of additional amounts for taxes;
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- the denominations in which we may issue the debt securities;
- the manner in which we will determine the amount of principal of
or any premium or interest on the debt securities;
- the currency in which we will pay the principal of and any premium
or interest on the debt securities;
- the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;
- the amount that will be deemed to be the principal amount for any
purpose, including the principal amount that will be due and
payable upon maturity or that will be deemed to be outstanding as
of any date;
- if applicable, that the debt securities are defeasible;
- if applicable, the terms of any right to convert debt securities
into, or exchange debt securities for, common stock or other
securities or property;
- whether we will issue the debt securities in the form of one or
more global securities and, if so, the respective depositaries for
the global securities and the terms of the global securities;
- the subordination provisions that will apply to the subordinated
debt securities;
- any addition to or change in the events of default applicable to
the debt securities and any change in the right of the trustee or
the holders to declare the principal amount of any of such debt
securities due and payable; and
- any addition to or change in the covenants in the indentures.
We may sell the debt securities at a substantial discount below their stated
principal amount. We will describe special United States federal income tax and
Mexican tax considerations considerations, if any, applicable to debt securities
sold at an original issue discount in the prospectus supplement. An "original
issue discount security" is any debt security that provides for an amount less
than the principal amount to be due and payable upon the declaration of
acceleration of the maturity in accordance with the terms of the applicable
indenture. The prospectus supplement relating to any original issue discount
securities will describe the particular provisions relating to acceleration of
the maturity upon the occurrence of an event of default. In addition, we will
describe certain United States federal income tax, Mexican tax or other
considerations applicable to any debt securities that are denominated in a
currency or unit other than U.S. dollars in the applicable prospectus
supplement.
CONVERSION AND EXCHANGE RIGHTS
The prospectus supplement will describe, if applicable, the terms on which you
may convert debt securities into or exchange them for ADSs or common stock or
other securities or property. The conversion or exchange may be mandatory or may
be at your option. We will describe how the number of ADSs or common stock or
other securities or property to be received upon conversion or exchange would be
calculated.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Unless the prospectus supplement indicates otherwise, the following provisions
will apply to the subordinated debt securities. The indebtedness underlying the
subordinated debt securities will be payable only if all payments due under
senior indebtedness, including any outstanding senior debt securities, have been
made. If we distribute our assets to creditors upon any dissolution or
winding-up or liquidation or reorganization or in bankruptcy, insolvency,
receivership or similar proceedings, we must first pay all amounts due or to
become due on all senior indebtedness before we pay the principal of, or any
premium or interest on, the subordinated debt securities. In the event the
subordinated debt securities are accelerated because of an event of default, we
may not make any payment on the subordinated debt securities until we have paid
all senior indebtedness or the acceleration is rescinded. If the payment of
subordinated debt securities accelerates because of an event of default, we must
promptly notify holders of senior indebtedness of the acceleration. We may not
resume payments on the subordinated debt securities until
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the defaults are cured or waived or certain periods pass. If we experience a
bankruptcy, dissolution or reorganization, holders of senior indebtedness may
receive more, ratably, and holders of the subordinated debt securities may
receive less, ratably, than our other creditors. The indenture for subordinated
debt securities may not limit our ability to incur additional senior
indebtedness.
GLOBAL SECURITIES
The debt securities may be represented, in whole or in part, by one or more
global securities that will have an aggregate principal amount equal to that of
the debt securities. Each global security will be registered in the name of a
depositary identified in the prospectus supplement. We will deposit the global
security with the depositary or a custodian, and the global security will bear a
legend regarding the restrictions on exchanges and registration of transfer. No
global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole or in part may be
registered, in the name of any person other than the depositary or any nominee
of the depositary unless the depositary has notified us that it is unwilling or
unable to continue as depositary or an event of default occurs and continues
with respect to the debt securities. The depositary will determine how all
securities issued in exchange for a global security will be registered. As long
as the depositary or its nominee is the registered holder of a global security,
the depositary or the nominee will be considered the sole owner and holder of
the global security and the underlying debt securities. Except as stated above,
owners of beneficial interests in a global security will not be entitled to have
the global security or any debt security registered in their names, will not
receive physical delivery of certificated debt securities and will not be
considered to be the owners or holders of the global security or underlying debt
securities.
We will make all payments of principal, premium and interest on a global
security to the depositary or its nominee. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. These laws may prevent you from transferring your
beneficial interests in a global security. Only institutions that have accounts
with the depositary or its nominee and persons that hold beneficial interests
through the depositary or its nominee may own beneficial interests in a global
security. The depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of debt securities represented
by the global security to the accounts of its participants.
Ownership of beneficial interests in a global security will be shown only on,
and the transfer of those ownership interests will be effected only through,
records maintained by the depositary or any such participant. The policies and
procedures of the depositary may govern payments, transfers, exchanges and
others matters relating to beneficial interests in a global security. We and the
applicable trustee assume no responsibility or liability for any aspect of the
depositary's or any participant's records relating to, or for payments made on
account of, beneficial interests in a global security.
PAYMENT AND PAYING AGENTS
Unless otherwise stated in the prospectus supplement, we will pay principal of
and any premium or interest on a debt security to the person in whose name the
debt security is registered at the close of business on the regular record date
for such interest. Unless otherwise stated in the prospectus supplement, we will
pay principal of and any premium or interest on the debt securities at the
office of our designated paying agent, except we may pay interest by check
mailed to the address of the person entitled to the payment. Unless we state
otherwise in the prospectus supplement, the corporate trust office of the
trustee will be the paying agent for the debt securities. Any other paying
agents we designate for the debt securities of a particular series will be named
in the prospectus supplement. We may designate additional paying agents, rescind
the designation of any paying agent or approve a change in the office through
which any paying agent acts, but we must maintain a paying agent in each place
of payment for the debt securities. The paying agent will return to us all money
we pay to it for the payment of the principal, premium or interest on any debt
security that remains unclaimed for a specified period. The holder thereafter
may look only to us for payment.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Under the terms of the indentures, we may not consolidate with or merge into any
other person, in a transaction in which we are not the surviving corporation, or
convey, transfer or lease our properties and assets substantially as an entirety
to, any person, unless:
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<PAGE> 10
- the successor is a corporation, limited liability company,
partnership, trust or other entity organized and existing under
the laws of Mexico, the United States or any state thereof or any
other country recognized by the United States and assumes our
obligations under the debt securities and the indentures;
- immediately after the transaction, no event of default occurs and
continues; and
- we meet certain other conditions.
EVENTS OF DEFAULT
Each of the following will constitute an event of default under each indenture:
- failure to pay principal of or any premium on any debt security
when due;
- failure to pay any interest on any debt security when due,
continued for a specified number of days;
- failure to deposit any sinking fund payment, when due;
- failure to perform any other covenant in the indenture that
continues for a specified number of days after written notice has
been given by the trustee, or the holders of a specified
percentage in aggregate principal amount of the debt securities of
that series;
- certain events in bankruptcy, insolvency or reorganization of
Iusacell; and
- any other event of default specified in the prospectus supplement.
An event of default of one series of debt securities is not necessarily an event
of default for any other series of debt securities. If an event of default,
other than an event of default as a result of certain events of bankruptcy,
insolvency or reorganization, occurs and continues, either the trustee or the
holders of a specified percentage in aggregate principal amount of the
outstanding securities of that series may declare the principal amount of the
debt securities of that series to be immediately due and payable. If an event of
default occurs as a result of certain events of bankruptcy, insolvency or
reorganization, the principal amount of all the debt securities of that series
automatically will become immediately due and payable. The holders of a majority
in aggregate principal amount of the outstanding securities of that series may,
under certain circumstances, rescind and annul the acceleration if all events of
default, other than the nonpayment of accelerated principal, have been cured or
waived. Except for certain duties in case of an event of default, the trustee
will not be obligated to exercise any of its rights or powers at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. If they provide this indemnification, the holders of a
majority in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series. No holder of
a debt security of any series may institute any proceeding with respect to the
indentures, or for the appointment of a receiver or a trustee, or for any other
remedy, unless:
- the holder has previously given the trustee written notice of a
continuing event of default;
- the holders of a specified percentage in aggregate principal
amount of the outstanding securities of that series have made a
written request, and the holders have offered reasonable indemnity
to the trustee to institute the proceeding; and
- the trustee has failed to institute the proceeding, and has not
received a direction inconsistent with the request within a
specified number of days.
Each indenture will include a covenant requiring our officers to furnish to the
trustee annually a statement as to whether, to their knowledge, we are in
default under the indenture and, if so, specifying all such known defaults.
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MODIFICATION AND WAIVER
We and the trustee may amend the indentures with the consent of the holders of a
majority in aggregate principal amount of the outstanding securities of each
series affected by the amendment. However, to the extent discussed in the
prospectus supplement, without the consent of each holder, we may not make any
amendment that would:
- change the stated maturity of the principal of, or any installment
of principal or interest on, any debt security;
- reduce the principal, premium or interest on any debt security;
- reduce the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of
the maturity;
- change the place or currency of payment of principal, premium or
interest on any debt security;
- impair the right to enforce any payment on any debt security;
- in the case of subordinated debt securities, modify the
subordination provisions in a manner materially adverse to their
holders;
- in the case of debt securities that are convertible or
exchangeable into other securities of Iusacell, adversely affect
the right of holders to convert or exchange any of the debt
securities;
- reduce the percentage in principal amount of outstanding
securities of any series for which the holders' consent is
required;
- reduce the percentage in principal amount of outstanding
securities of any series necessary for waiver of compliance with
certain provisions of the indentures or for waiver of certain
defaults; or
- modify provisions with respect to modification and waiver.
The holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may waive, on behalf of the holders of all debt
securities of that series, our compliance with certain restrictive provisions of
the indentures. The holders of a majority in principal amount of the outstanding
debt securities of any series may waive any past default under the indenture
with respect to debt securities of that series, except a default in the payment
of principal of an premium, if any, or interest on any debt security of that
series or in respect of a covenant or provision of the indenture that cannot be
amended without each holder's consent. Except in certain limited circumstances,
we may set any day as a record date for the purpose of determining the holders
of outstanding securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the indentures. In certain limited
circumstances, the trustee may set a record date for action by holders. To be
effective, the action must be taken by holders of the requisite principal amount
of such debt securities within a specified period following the record date.
DEFEASANCE AND COVENANT DEFEASANCE
To the extent stated in the prospectus supplement, we may elect to apply the
provisions relating to defeasance and discharge of indebtedness, or to
defeasance of certain restrictive covenants in the indentures, to the debt
securities of any series.
NOTICES
We will mail notices to holders of debt securities at the addresses that appear
in the security register.
TITLE
We may treat the person in whose name a debt security is registered as the
absolute owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
8
<PAGE> 12
PLAN OF DISTRIBUTION
We may sell the securities through underwriters or dealers, through agents, or
directly to one or more purchasers. The applicable prospectus supplement will
describe the terms of the offering of the securities, including:
- the name or names of any underwriters, if any;
- the purchase price of the securities and the proceeds we will
receive from the sale;
- any underwriting discounts and other items constituting
underwriters compensation;
- any public offering price;
- any discounts or concessions allowed or reallowed or paid to
dealers; and
- any securities exchange or market on which the securities may be
listed.
Only underwriters named in the prospectus supplement are underwriters of the
securities offered by the prospectus supplement. If underwriters are used in the
sale, they will acquire the securities for their own account and may resell them
from time to time in one or more transactions at a fixed public offering price
or at varying prices determined at the time of sale.
We may offer the securities to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Subject to certain conditions, the underwriters will be obligated to purchase
all the securities of the series offered by the prospectus supplement. Any
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may change from time to time.
We may sell securities directly or through agents we designate from time to
time. We will name any agent involved in the offering and sale of securities and
we will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, an agent will act
on a best efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of
institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification against certain
civil liabilities, including liabilities under the Securities Act of 1933, or
contribution with respect to payments that the agents or underwriters may make
with respect to such liabilities.
Agents and underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities we offer other than certain common stock held in our treasury
will be new issues of securities with no established trading market.
Any underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets for any
securities.
9
<PAGE> 13
LEGAL MATTERS
The legality of the securities will be passed upon by Clifford Chance Rogers &
Wells LLP, New York, New York, special United States counsel to Iusacell with
respect to matters of New York law and United States federal law, and by De
Ovando y Martinez del Campo, S.C., Mexico D.F., Mexico, special Mexican counsel
to Iusacell with respect to matters of Mexican law. As to all matters of Mexican
law, Clifford Chance Rogers & Wells LLP will rely on the opinion of De Ovando y
Martinez del Campo, S.C. As to all matters of New York law and United States
federal law, De Ovando y Martinez del Campo, S.C. will rely on the opinion of
Clifford Chance Rogers & Wells LLP. All statements of Mexican law in this
prospectus have been passed upon by, and are made upon the authority of, De
Ovando y Martinez del Campo, S.C. Certain legal matters as to United States law
relating to the securities will be passed upon for the underwriters, if any, by
the counsel named in the applicable prospectus supplement. Certain legal matters
as to Mexican law will be passed upon for the underwriters, if any, by the
counsel named in the applicable prospectus supplement.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements of Iusacell and its subsidiaries as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999 incorporated by reference in the registration statement and
this prospectus from Iusacell's annual report on Form 20-F for the year ended
December 31, 1999 have been audited by PricewaterhouseCoopers, independent
auditors, as stated in their reports which are incorporated herein by reference
and are so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
EXPERTS
The description of the appraisal of Iusacell's prior analog telecommunications
network incorporated by reference in the registration statement and in this
prospectus from Iusacell's annual report on Form 20-F for the year ended
December 31, 1999 has been prepared by Consultores y Valuadores de Empresas,
S.C., an international property appraiser, as indicated in their appraisal
report. The description of the appraisal is included in reliance upon such
report and information given on the authority of the firm as experts in property
valuation.
ENFORCEABILITY OF CIVIL LIABILITIES
Iusacell is incorporated with limited liability in Mexico and substantially all
of its assets are located in Mexico. In addition, the majority of the directors
and officers of Iusacell and some of the experts named in this prospectus reside
outside the United States (principally in Mexico) and all or a significant
portion of the assets of those persons and of Iusacell are located outside the
United States. As a result, it may not be possible for investors to effect
service of process upon such persons within the United States or to enforce
against such persons Iusacell judgments obtained in the courts of the United
States, including without limitation, judgments predicated upon the civil
liability provisions of the federal securities laws of the United States.
Iusacell has been advised by De Ovando y Martinez del Campo, S.C., its special
Mexican counsel, that there is doubt as to the enforceability in original
actions in Mexican courts of liabilities predicated solely upon United States
federal securities laws and as to the enforceability in Mexican courts of
judgments of United States courts obtained in actions predicated upon the civil
liability provisions of the United States federal securities laws. As a result,
because substantially all of the assets of Iusacell are located in Mexico,
holders of Iusacell securities may effectively be required to pursue in Mexico,
under Mexican law, any claims they may have against Iusacell.
10
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of the securities to
be registered hereunder, all of which will be paid by us, will be substantially
as follows (all amounts are estimated except the Securities and Exchange
Commission registration fee):
<TABLE>
<CAPTION>
ITEM AMOUNT
- ---- ------
- ------------------------------------------------------------------ -----------------------
<S> <C>
Securities and Exchange Commission registration fee............... $[ ]
Accounting fees and expenses...................................... *
Trustee fees...................................................... *
Rating agency fees................................................ *
Legal fees and expenses........................................... *
Transfer agent fees and expenses.................................. *
Printing and engraving expenses................................... *
Miscellaneous expenses............................................ *
-----------------------
Total $ *
-----------------------
</TABLE>
- -------------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Mexican law, when an officer of a corporation acts within the scope of his
authority, the corporation will answer for any resulting liabilities or
expenses.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------------------- --------------------------------------------------------------------------------
<S> <C>
1.1* Proposed Form of Underwriting Agreement.
4.1* Form of Indenture.
5.1 Opinion of Clifford Chance Rogers & Wells LLP.
5.2 Opinion of De Ovando y Martinez del Campo, S.C.
23.1 Consent of Clifford Chance Rogers & Wells LLP (included in Exhibit 5.1).
23.2 Consent of De Ovando y Martinez del Campo, S.C. (included in Exhibit 5.2).
23.3 Consent of PricewaterhouseCoopers, S.C., Independent Auditors.
23.4 Consent of Consultores y Valuadores de Empresas, S.C., an international property
appraiser.
24.1* Powers of attorney (included on the signature pages hereof).
25.1* Statement of eligibility of trustee.
</TABLE>
- --------------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes the following:
II-1
<PAGE> 15
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Regulation S-X at the start
of any delayed offering or throughout a continuous offering unless such
financial statements or information are contained in periodic reports
filed with or furnished to the Securities and Exchange Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Trust Indenture Act.
II-2
<PAGE> 16
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Grupo Iusacell, S.A. de C.V. certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-3
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Mexico, Mexico, on
March 22, 2000.
GRUPO IUSACELL, S.A. DE C.V.
By: /S/ WILLIAM S. ROBERTS
-------------------------
William S. Roberts
Executive Vice President, Finance and Audit, and
Chief Financial Officer
By: /S/ RUBEN G. PERLMUTTER
--------------------------
Ruben G. Perlmutter
Vice President, Mergers and Acquisitions, and
General Counsel
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned directors and officers of Grupo Iusacell, S.A. de C.V., do
hereby constitute and appoint William S. Roberts, Executive Vice President,
Finance and Audit, and Chief Financial Officer, Ruben G. Perlmutter, Vice
President, Mergers and Acquisitions, and General Counsel, Ian C. Muir, Director,
Investor Relations, Adolfo Alaniz Ramirez, Legal Director, and Norma Urzua
Villasenor, Secretary, and each of them, our true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution in each of them,
to do any and all acts and things in our respective names and on our respective
behalves in the capacities indicated below that William S. Roberts, Ruben G.
Perlmutter, Ian C. Muir, Adolfo Alaniz Ramirez and Norma Urzua Villasenor, or
any one of them, may deem necessary or advisable to enable Grupo Iusacell, S.A.
de C.V. to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this registration statement, including specifically, but not
limited to, power and authority to sign for us in our respective names in the
capacities indicated below any and all amendments (including post-effective
amendments) hereto and to file the same, with all exhibits thereto and other
documents therewith, with the Securities and Exchange Commission; and we do
hereby ratify and confirm all that William S. Roberts, Ruben G. Perlmutter, Ian
C. Muir, Adolfo Alaniz Ramirez and Norma Urzua Villasenor, or any of them, shall
do or cause to be done by virtue hereof.
PODER-MANDATO Y FIRMAS
Nosotros, los abajo firmantes consejeros y ejecutivos de Grupo Iusacell, S.A. de
C.V., otorgamos poder especial en cuanto a derecho se refiere y designamos a
William S. Roberts, Vice Presidente Ejecutivo de Finanzas y Auditoria y
Ejecutivo Financiero Principal, a Ruben G. Perlmutter, Vice Presidente de
Fusiones y Adquisiciones y Juridico, Ian C. Muir, Director de Relaciones con
Inversionistas, Adolfo Alaniz Ramirez, Director Juridico y Norma Urzua
Villasenor, Secretaria, para que ellos, o cualquiera de ellos, actuen como
nuestros apoderados y mandatarios, con plenos poderes de sustitucion y
delegacion para que realicen todos y cualesquiera actos, por cuenta y a nombre
nuestro en el caracter que se indica mas adelante, que William S. Roberts, Ruben
G. Perlmutter, Ian C. Muir, Adolfo Alaniz Ramirez y Norma Urzua Villasenor, o
cualquiera de ellos, consideren necesario o conveniente para los fines de que
Grupo Iusacell, S.A. de C.V. cumpla con todos los requisitos del "Securities Act
of 1933," segun texto vigente, y todas las normas, reglamentos y requisitos del
"Securities and Exchange Commission," en relacion con esta Declaracion de
Registro, incluyendo especificamente, pero no limitado a, poder y autorizacion
para firmar por todos y cada uno de nosotros en el caracter indicado mas
adelante, todas y cada una de las enmiendas a la Declaracion de Registro
(incluyendo enmiendas posteriores a la aceptacion por la autoridad mencionada) y
para que interpongan y registren la Declaracion de Registro, con todos sus
anexos y otra documentacion necesaria por ante el "Securities and Exchange
Commission"; y en el presente acto ratificamos y confirmamos todos los actos que
William S. Roberts, Ruben G. Perlmutter, Ian C. Muir, Adolfo Alaniz Ramirez y
Norma Urzua Villasenor, o cualquiera de ellos, realicen por virtud del presente
poder.
S-1
<PAGE> 17
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ THOMAS A. BARTLETT Chief Executive Officer (Principal Executive
- --------------------------- Officer) and Director March 22, 2000
Thomas A. Bartlett
/S/ FULVIO V. DEL VALLE President, Director General and Director March 22, 2000
- --------------------------
Fulvio V. del Valle
/S/ WILLIAM S. ROBERTS Executive Vice President, Finance and Audit, and March 22, 2000
- ------------------------- Chief Financial Officer (Principal Financial and
William S. Roberts Accounting Officer)
/S/ LAWRENCE T. BABBIO, JR. Chairman of the Board of Directors March 22, 2000
- ------------------------------
Lawrence T. Babbio, Jr.
Director ________, 2000
- ------------------------------------
Carlos Peralta Quintero
Director ________, 2000
- ------------------------------------
Ernesto Canales Santos
/S/ MARY CUMMINGS Director March 22, 2000
- --------------------
John Chynoweth
By Mary Cummings, Alternate Director
Director ________, 2000
- ------------------------------------
Jose Ramon Elizondo Anaya
Director ________, 2000
- ------------------------------------
Rodolfo Garcia Muriel
/S/ LUIS FELIPE GONZALEZ MUNOZ Director March 22, 2000
- ---------------------------------
Luis Felipe Gonzalez Munoz
/S/ STEPHEN B. HEIMANN Director March 22, 2000
- -------------------------
Stephen B. Heimann
/S/ FERNANDO DE OVANDO Director March 22, 2000
- -------------------------
Fernando de Ovando
/S/ DENNIS F. STRIGL Director March 22, 2000
- -----------------------
Dennis F. Strigl
</TABLE>
S-2
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By: /S/ DONALD J. PUGLISI Authorized Representative in the United States of March 22, 2000
------------------------ Grupo Iusacell, S.A. de C.V.
Donald J. Puglisi
</TABLE>
S-3
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------------- ---------------------------------------------------------------------------
<S> <C>
1.1* Proposed Form of Underwriting Agreement.
4.1* Form of Indenture.
5.1 Opinion of Clifford Chance Rogers & Wells LLP.
5.2 Opinion of De Ovando y Martinez del Campo, S.C.
23.1 Consent of Clifford Chance Rogers & Wells LLP (included in Exhibit 5.1).
23.2 Consent of De Ovando y Martinez del Campo, S.C. (included in Exhibit 5.2).
23.3 Consent of PricewaterhouseCoopers, S.C, Independent Auditors.
23.4 Consent of Consultores y Valuadores de Empresas, S.C.
24.1* Powers of attorney (included on the signature pages hereof).
25.1* Statement of eligibility of trustee.
</TABLE>
- ---------------------------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act.
E-1
<PAGE> 1
[CLIFFORD CHANCE ROGERS & WELLS LLP LETTERHEAD]
March 22, 2000
Grupo Iusacell, S.A. de C.V.
Prolongacion Paseo de la Reforma 1236
Colonia Santa Fe
Delegacion Cuajimalpa
05348 Mexico, D.F., Mexico
Ladies and Gentlemen:
We have acted as special New York counsel to Grupo Iusacell, S.A. de C.V., a
Mexican corporation (the "Company"), and in such capacity we have assisted in
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
Registration Statement on Form F-3 (the "Registration Statement") being filed
with respect to the contemplated issuance by the Company from time to time of up
to U.S. $600,000,000 aggregate public offering price of (i) debt securities;
(ii) common stock or; (iii) American Depositary Shares representing common
stock.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
purposes of this opinion.
On the basis of the foregoing, we are of the opinion that when the specific
terms of a particular debt security have been duly authorized by the Board of
Directors of the Company and established in accordance with an Indenture and
such debt security has been duly executed, authenticated, issued for value and
delivered in accordance with an Indenture, such debt security will be a binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by general principles of
equity.
We are members of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York and the federal laws of the United
States of America. To the extent that the foregoing opinion expresses
conclusions as to matters of the laws of Mexico, we have, with your permission
and without any independent investigation, relied on the opinion of De Ovando y
Martinez del Campo, S.C.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the heading "Legal Matters." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
<PAGE> 2
[CLIFFORD CHANCE ROGERS & WELLS LLP LETTERHEAD]
Grupo Iusacell, S.A. de C.V. Page 2
March 22, 2000
This opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without our prior written consent.
Very truly yours,
CLIFFORD CHANCE ROGERS & WELLS LLP
<PAGE> 1
Exhibit 5.2
[LETTERHEAD]
March 22, 2000
Grupo Iusacell, S.A. de C.V.
Prolongacion Paseo de la Reforma 1236
Colonia Santa Fe
Delegacion Cuajimaipa
05348 Mexico, D.F.,
Mexico
Ladies and Gentlemen:
We have acted as special Mexican counsel to Grupo Iusacell, S.A. de C.V.
(formerly Nuevo Grupo Iusacell, S.A. de C.V.), a Mexican corporation (the
"Company"), and in such capacity we have assisted the Company in the
preparation of the Company's Registration Statement on Form F-3 (the
"Registration Statement") being filed with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the contemplated issuance by the Company
from time to time of up to U.S. $600,000,000 maximum aggregate offering price
of (i) debt securities; (ii) common stock of the Company (the "Common Stock");
or (iii) American Depositary Shares representing Common Stock.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Company's
bylaws (estatutos sociales) and such corporate records, agreements, documents
and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made
such inquiries of such officers and representatives, as we have deemed relevant
and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to
all questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company and have relied upon the relevant
facts stated therein.
Based on the foregoing, and subject to the qualifications stated herein, we are
of the opinion that when (i) the specific terms of a particular debt security
have been duly authorized by the Board of Directors of the Company and
established in accordance with an indenture (and assuming such terms will not
be contrary to Mexican law) and such debt security has been duly executed,
authenticated, issued for value and delivered in accordance with an indenture,
such debt security will be a binding obligation of the Company, enforceable
against the Company in
<PAGE> 2
Grupo Iusacell, S.A. de C.V. Page 2
March 22, 2000
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity, and (ii) a new issuance of Common Stock is approved by
the shareholders' meeting of the Company to represent a capital increase of the
Company and (x) the Company's shareholders have waived their preferential
rights to subscribe to such new issuance or have allowed such preferential
rights to lapse in accordance with Mexican law, and (y) and such Common Stock
has been registered in the Securities and Special Sections of the National
Registry for Securities and Intermediaries of the Mexican National Banking and
Securities Commission, such new Common Stock in respect of which no preferential
rights were exercised may be offered for subscription outside of Mexico by the
Company in the terms authorized by its shareholders' meeting or its estatutos
sociales, and such Common Stock shall have been duly authorized and, when
issued, subscribed and paid for in the manner authorized by the shareholders'
meeting of the Company and contemplated by a supplement to the Registration
Statement, will have been validly issued and will be fully paid and
non-assessable.
No opinion is given herein with respect to any laws other than the federal laws
of Mexico. This opinion shall be governed by and construed in accordance with
the federal laws of Mexico. To the extent that the foregoing opinion may
express conclusions as to matters of the laws of the State of New York, we
have, with your permission and without any independent investigation, relied on
the opinion of even date herewith of Clifford Chance Rogers & Wells, LLP.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name therein under the heading "Legal
Matters." In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
This opinion is rendered solely to you in connection with the above matters.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent in each
instance.
Very truly yours,
/s/ De Ovando y Martinez del Campo, S.C.
De Ovando y Martinez del Campo, S.C.
By: Ana Maria Fernandez R.
<PAGE> 1
[PRICEWATERHOUSECOOPERS LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form F-3 of
Nuevo Grupo Iusacell S.A. de C.V. of our report dated February 29, 2000, except
with respect to the matters discussed in Notes 20 and 21 which is as of March
16, 2000, relating to the financial statements and financial statement schedule
of Nuevo Grupo Iusacell, S.A. de C.V. and subsidiaries (successor to Grupo
Iusacell S.A. de C.V. and subsidiaries), which appear in such Registration
Statement. We also consent to the reference to us under the heading
"Independent Accountants" in such Registration Statement.
PricewaterhouseCoopers
By: Juan Manuel Ferron Solis
Mexico City, D.F., Mexico
March 21, 2000
<PAGE> 1
Exhibit 23.4
[CONSULTORES Y VALUADORES DE EMPRESAS, S.C. LETTERHEAD]
CONSENT OF APPRAISERS
We consent to the inclusion in this Registration Statement on Form F-3 of our
reports dated October 31, 1997, relating to the appraisal of the analog
telecommunications network of Grupo Iusacell, S.A. de C.V., and subsidiaries,
which appear in such Registration Statement. We also consent to the references
to our firm under the caption "Experts".
Consultores y Valuadores de Empresas, S.C.
By: Javier Arias
/s/ Javier Arias
Mexico City, D.F., Mexico
March 21, 2000
