================================================================================
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, 1999
--------------
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 whether the registrant by furnishing the information
contained in this Form 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-___________.
NY2:\859876\01
<PAGE>
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: December 17, 1999 By /s/ Ernesto Vega Velasco
----------------- ----------------------------------
(Signature)*
Name: Ernesto Vega Velasco
Title: Chief Financial Officer
* Print the name and title under the signature of the signing officer.
2
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Item Page Number
---- -----------
<S> <C>
1. English translation of Minutes of Registrant's Extraordinary
Shareholders Meeting held on December 8, 1999, filed with
Mexico's CNBV................................................. 4
2. English translation of Inspector of Election Report filed with
Mexico's CNBV................................................. 7
3. Attendance list at Extraordinary Shareholders Meeting held on
December 8, 1999, filed with Mexico's CNBV.................... 8
</TABLE>
3
Exhibit 1
---------
At Mexico City, Federal District, at 12:00 hours on December 8, 1999, at Paseo
de los Tamarindos 400-B, Ground Floor, Fraccionamiento Bosques de las Lomas, the
shareholders and shareholder proxies of DESC, S.A. DE C.V., noted on the
attendance list which, duly signed by the inspectors of election, is attached to
the file of these minutes, met to hold a GENERAL EXTRAORDINARY SHAREHOLDERS
MEETING of said Company, called in execution of the resolution of the Board of
Directors adopted at its meeting of November 9, 1999, through publications made
in the newspapers Reforma, El Financiero, and El Economista on November 19,
1999, pursuant to Articles 182, 183, 186, and 187 of the General Law of
Commercial Companies and Clauses Fourteenth, Fifteenth and Sixteenth of the
corporate bylaws.
Messrs. Fernando Senderos Mestre, Chairman of the Board of Directors and Ernesto
Vega Velasco, Secretary of the Board also attended.
Pursuant to Clause Twenty-Third of the corporate bylaws, Mr. Fernando Senderos
Mestre, Chairman of the Board of Directors, presided at the Shareholders Meeting
and Mr. Ernesto Vega Velasco, who is Secretary of the Board, acted as Secretary.
Pursuant to Clause Twenty-Fourth of the corporate bylaws, the Chairman appointed
Messrs. Arturo D'Acosta Ruiz and Alberto M. Morett Lopez as Inspectors of
Election, who after accepting their offices, proceeded to prepare the attendance
list based on the admission cards and proxy letters exhibited, and certified
that 534,401,903 Series A and 494,579,659 Series B shares were duly represented,
of a total of 1,164,669,660 in both series which represent 88.35% of the
outstanding shares with full voting rights.
It is recorded that 71,413,676 Series C shares with limited vote were also
represented of a total of 317,260,765 outstanding, which represent 22.51% of the
total of said shares.
Thereafter, on request of the Chairman, the Secretary read the following
A G E N D A
I. PROPOSAL AND APPROVAL, AS APPLICABLE, OF THE MERGER OF THE
CORPORATION WITH THE SUBSIDIARY NAMED AGROBIOS, S.A. DE C.V., IN
WHICH DESC, S.A. DE C.V. SHALL BE THE SURVIVING COMPANY AND AGROBIOS,
S.A. DE C.V. THE MERGED COMPANY.
II. DESIGNATION OF DELEGATES WHO, AS APPROPRIATE, WILL FORMALIZE THE
RESOLUTIONS ADOPTED BY THE SHAREHOLDERS MEETING.
III. READING AND APPROVAL OF THE MINUTES OF THE SHAREHOLDERS MEETING.
4
<PAGE>
R E S O L U T I O N S
I. PROPOSAL AND APPROVAL, AS APPLICABLE, OF THE MERGER OF THE CORPORATION WITH
THE SUBSIDIARY NAMED AGROBIOS, S.A. DE C.V., IN WHICH DESC, S.A. DE C.V. SHALL
BE THE SURVIVING COMPANY AND AGROBIOS, S.A. DE C.V. THE MERGED COMPANY.
1. Due to the sell of the shares of Grupo Campi, S.A. de C.V. to Industrias
Bachoco, S.A. de C.V., and other transactions in the pork and branded food
products executed in the recent years, the Board of Directors of DESC, S.A. de
C.V. has considered convenient for the ease of operations of the Company to
reorganize the corporate structure of its food sector, merging Agrobios, S.A. de
C.V. into DESC, S.A. de C.V., being DESC, S.A. de C.V. the surviving company and
Agrobios, S.A. de C.V. disappearing, as merged company.
2. Taking into consideration the above mentioned recommendation of the Board of
Directors, the merger of DESC, S.A. de C.V. with Agrobios, S.A. de C.V., is
approved, DESC, S.A. de C.V. being the surviving company and Agrobios, S.A. de
C.V. disappearing, as merged company.
3. Approval is given for the merger resolved in the preceding paragraph to be
done based on the balance sheet of the corporation as of November 30, 1999, and
the balance sheet of Agrobios, S.A. de C.V., also as of said date.
4. By virtue of that resolved above, it is resolved to adopt the following
merger resolution:
MERGER AGREEMENT
Pursuant to Article 223 of the General Law of Commercial Companies, the merger
of DESC, S.A. de C.V. and its subsidiary named Agrobios, S.A. de C.V., is
approved, in accordance with the following bases:
a) In the merger DESC, S.A. de C.V., has the status of surviving company, and
Agrobios, S.A. de C.V., that of merged company, and thus DESC, S.A. de C.V. will
survive and Agrobios, S.A. de C.V. be extinguished.
b) The merger shall have full effect between the parties on December 8, 1999. As
a consequence of the merger, Agrobios, S.A. de C.V. immediately transfers its
full assets and liabilities to DESC, S.A. de C.V., which absorbs all such assets
and liabilities of Agrobios, S.A. de C.V., under universal title, with all
property, rights, and other assets that correspond to present to Agrobios, S.A.
de C.V. and assumes charge of all of its debts, obligations, and other
liabilities.
c) Given that the other shareholder in Agrobios, S.A. de C.V., has stated that
it has no interest in participating in the capital stock of the surviving
company, it is reimbursed the amount of $28.40 (TWENTY EIGHT AND 40/100 PESOS,
MEXICAN CURRENCY) for 4 shares that it owns in Agrobios, S.A. de C.V.,
representing 0.01% of the capital stock of the latter.
5
<PAGE>
d) As a consequence of the payment referred to in the preceding paragraph, and
given that DESC, S.A. de C.V. is the owner of the remaining 99.99% capital stock
in Agrobios, S.A. de C.V., DESC, S.A. de C.V. does not increase its capital by
reason of the merger.
e) The corporate bylaws of DESC, S.A. de C.V., remain in effect in the same
terms as they presently exist.
f) The balance sheets of DESC, S.A. de C.V. and of Agrobios, S.A. de C.V., both
as of November 30, 1999, serve as base for the resolved merger.
5. Pursuant to Article 223 of the General Law of Commercial Companies, the
balance sheets of the Corporation and of Agrobios, S.A. de C.V. as of November
30, 1999, submitted in this Shareholders Meeting, shall be published one time
only in the Diario Oficial de la Federacion, as shall the merger agreement
signed by any of the special delegates designated by this Shareholders Meeting.
6. The merger does not in any way affect the composition of the Board of
Directors, Executive Committee, or the appointments of the Statutory Auditors
and attorneys-in-fact of DESC, S.A. de C.V., who are hereby ratified for all
relevant effects.
II. DESIGNATION OF DELEGATES WHO, AS APPROPRIATE, WILL FORMALIZE THE RESOLUTIONS
ADOPTED BY THE SHAREHOLDERS MEETING.
Messrs. Fernando Senderos Mestre, Ernesto Vega Velasco, Arturo D'Acosta Ruiz,
and Ramon F. Estrada Rivero are appointed as delegates of this Shareholders
Meeting, in order that they may, jointly or separately, undertake the acts
necessary to formalize and perform the resolutions adopted by this Shareholders
Meeting, including without limitation the notice to the Federal Antitrust
Commission, and carry out the protocolling of these minutes in relevant part,
signing the respective public instrument, and themselves, or through a third
person, process the recording hereof in the Public Registry of Commerce.
III. READING AND APPROVAL OF THE MINUTES OF THE SHAREHOLDERS MEETING.
These minutes are approved in all of their terms as prepared and read by the
Secretary and the Chairman and the Secretary are authorized to sign them for the
record. The Shareholders Meeting adjourned at 12:40 hours.
FERNANDO SENDEROS MESTRE ERNESTO VEGA VELASCO
C H A I R M A N S E C R E T A R Y
6
Exhibit 2
---------
GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
REPORT OF INSPECTOR'S OF ELECTION
The undersigned, in accordance with the appointment of the Chairman of the
General Extraordinary Shareholders Meeting of DESC, S.A. DE C.V., certified that
we have done the inspection of the admission cards and proxy letters exhibited
and after the completion of the attendance list of the shareholders and their
representatives present in this Meeting, certified that the following shares
were represented as follows:
Series "A" 534,401,903
Series "B" 494,579,659
Series "C" 71,413,676 with limited vote
Therefore, 1,028,981,562 shares with full voting rights of DESC, S.A. DE C.V.
were present, of a total of 1,164,669,660, which represent 88.35% of such
capital with full voting rights (Series "A" and "B").
Mexico, D.F., December 8, 1999.
Sincerely,
/s/ Arturo D'Acosta Ruiz /s/ Alberto Morett Lopez
- ------------------------------- -------------------------------
ARTURO D'ACOSTA RUIZ ALBERTO MORETT LOPEZ
7
Exhibit 3
---------
DESC, S.A. DE C.V.
ATTENDANCE LIST AT EXTRAORDINARY SHAREHOLDERS MEETING
HELD ON DECEMBER 8, 1999 AT PASEO DE LOS TAMARINDOS 400 - B,
BOSQUES DE LAS LOMAS, 05120 MEXICO, D.F.
<TABLE>
<CAPTION>
PASS NO.
NAME SERIES "A" SERIES "B" SERIES "C" TOTAL SIGNATURE
<S> <C> <C> <C> <C> <C>
1 EUGENIO HUERTA ROMERO 5,000 5,000 /s/ (illegible)
---------------
2 IXE CASA DE BOLSA, S.A. DE C.V. 242,000 712,000 116,650 1,070,650 /s/ (illegible)
---------------
3 CASA DE BOLSA SANTANDER 351,745,597 260,137,337 31,636,452 643,519,386 /s/ (illegible)
MEXICANO, S.A. DE C.V. ---------------
4 IGNACIO RUIZ BARRA 92,500 104,370 196,870 /s/ (illegible)
---------------
5 GRUPO BURSATIL MEXICANO, S.A. 115,005 1,160,632 111,180 1,386,817 /s/ (illegible)
DE C.V. ---------------
6 INVERSORA BURSATIL, S.A. DE C.V. 11,334,195 12,654,649 17,987,645 41,976,489 /s/ (illegible)
---------------
7 NACIONAL FINANCIERA, S.N.C. 44,962,250 6,155,000 12,826,200 63,943,450 /s/ (illegible)
---------------
8 BANCOMER, S.A. 356,795 1,727,366 277,430 2,361,591 /s/ (illegible)
---------------
9 CARLOS MAISTERRENA FERNANDEZ Y/0
CARLOS MAISTERRENA SADA 35,000 35,000 70,000 /s/ (illegible)
---------------
10 VALORES FINAMEX, S.A. DE C.V. 23,405 480,405 159,151 662,961
---------------
11 CASA DE BOLSA BANCOMER, S.A. DE C.V. 29,965 376,445 107,435 513,845
---------------
12 BITAL BANCO INTERNACIONAL, S.A. 135 500,135 25 500295 /s/ (illegible)
---------------
13 CASA DE BOLSA BITAL, S.A. DE C.V. 10,190 2,271,345 626,740 2,908,275 /s/ (illegible)
---------------
14 OPERADORA DE BOLSA SERFIN, 4,127,465 5,284,276 851,731 10,263,472
S.A. DE C.V. ---------------
15 CASA DE BOLSA INVERLAT, S.A. 7,946,300 13,564,154 764,245 22,274,699
DE C.V. ---------------
16 ACCIONES Y VALORES DE 357,000 357,000 /s/ (illegible)
MEXICO, S.A. DE C.V. ---------------
17 NACIONAL FINANCIERA, S.N.C. 51,878,066 191,942,543 243,820,609 /s/ (illegible)
(FIDEICOMIS NAFIN) ---------------
18 CASA DE BOLSA BBV - PROBURSA, 89,440 5,035,625 34,455 5,159,520 /s/ (illegible)
S.A. DE C.V. ---------------
19 IGNACIO RUIZ BARRA 30,000 85,000 225 115,225 /s/ (illegible)
---------------
20 BANCO NACIONAL DE MEXICO, S.A. 64,540,730 11,806,027 7,657,304 84,004,061 /s/ (illegible)
---------------
21 ARTURO D'ACOSTA RUIZ Y/O 9,000,000 9,000,000 /s/ (illegible)
ALBERTO M. MORE ---------------
546,529,038 514,284,939 73,296,238 1,134,110,215
</TABLE>
The undersigned, Secretary of the Board of Desc, S.A. de C.V. certifies that the
attached is a true copy of the original.
Mexico, D.F., December 8, 1999
/s/ Ernesto Vega Velasco
------------------------
Ernesto Vega Velasco
Secretary
