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 November, 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:\855431\01\$C1Z01!.DOC\41150.0012
<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 2, 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
Sequential
Item Page Number
---- -----------
1. English translation of press release announcing Extraordinary
Meeting of Shareholders of Registrant to be held on
December 8, 1999................................................. 4
2. English translation of notice of Extraordinary Meeting of
Shareholders of Registrant to be held on December 8, 1999
(ed. note: C Shares are not entitled to vote at this meeting).... 5
3. Press release announcing capacity expansion at Registrant's
cast aluminum wheel plant........................................ 6
3
Exhibit 1
[DESC LOGO]
DESC, S.A. DE C.V.
NOTICE
Pursuant to articles 180, 182, 183, 186 and 187 of the General Corporations Law,
the Corporate By-laws and to the resolution of the Board of Directors, the
shareholders of DESC, S.A. DE C.V. are hereby called to the GENERAL
EXTRAORDINARY SHAREHOLDERS MEETING, to be held at 12:00 noon on December 8,
1999, in the Auditorium located at Arco Torre I, Ground Floor, of the business
center Arcos Bosques Corporativo, with its address at Paseo de los Tamarindos
No. 400-B, Fracc. Bosques de las Lomas, Mexico, D.F. 05120, to discharge the
following:
A G E N D A
I. PROPOSAL AND APPROVAL, IF APPROPRIATE , OF THE MERGER OF THE COMPANY
AND ITS SUBSIDIARY, AGROBIOS, S.A. DE C.V., BEING DESC, S.A. DE C.V.
THE SURVIVING ENTITY AND AGROBIOS, S.A. DE C.V. THE MERGED COMPANY
II. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE
MEETING.
III. READING AND APPROVAL OF THE MINUTES OF THE MEETING.
The shareholders are reminded that in order to attend the Meeting, they must
deposit in the Secretariat of the Corporation, located at Paseo de los
Tamarindos, No. 400-B, 28th floor, Fracc. Bosques de las Lomas, Mexico, D.F.
05120, at least one day prior the date set for the Meeting, their stock
certificates or a certificate issued by a credit institution or a brokerage
house, evidencing deposit of their stock certificates. The admission cards shall
be delivered against the delivery of said stock or deposit certificates. The
shareholders may attend personally or be represented by an attorney-in-fact,
appointed by a simple letter proxy.
Mexico, D.F., November 19, 1999
ERNESTO VEGA VELASCO
SECRETARY OF THE BOARD OF DIRECTORS
4
[DESC LOGO]
Exhibit 2
FOR IMMEDIATE RELEASE
Contact: DESC
Arturo D' Acosta Ruiz
Mariana Alvarez Neder
011 525 261 8000
[email protected]
or
CITIGATE DEWE ROGERSON
Mikhal Stein
305 381 6500
[email protected]
DESC, S.A. DE C.V., ANNOUNCES GENERAL
-------------------------------------
EXTRAORDINARY SHAREHOLDERS MEETING
----------------------------------
Mexico City, Mexico, November 19, 1999 - Desc, S. A. de C.V. (BMV: DESC; NYSE:
DES) today announced that an Extraordinary General Shareholders' Meeting will
take place on December 8th, 1999 in the Company Headquarters.
The subject of this Shareholders Meeting is to consider the merger of Agrobios
S.A. de C.V., the food sector subsidiary of Desc into Desc, so that Desc will
acquire all Agrobios assets.
This proposed merger is a result of the restructuring taking place in the
Company's food sector. Further details will be available once the transaction
has taken place.
DESC S.A. DE C.V.
PASEO DE LOS TAMARINDOS 400-B
BOSQUES DE LAS LOMAS
05120 MEXICO D.F.
WWW.DESC.COM.MX
5
[Desc Logo]
Exhibit 3
FOR IMMEDIATE RELEASE
Contact: DESC
Arturo D'Acosta Ruiz
Mariana Alvarez Neder
011 525 261 8000
[email protected]
- or -
CITIGATE DEWE ROGERSON
Mikhal Stein
305 381 6500
[email protected]
DESC, S.A. DE C.V., WILL EXPAND CAPACITY AT THEIR CAST
------------------------------------------------------
ALUMINUM WHEEL PLANT IN CHIHUAHUA
---------------------------------
MEXICO CITY, Mexico, November 30, 1999 -- DESC, S.A. de
C.V. (NYSE: DES; BMV: DESC) today announced that through Unik S.A. de C.V. its
wholly owned autopartes subsidiary and Unik's partner Hayes Lemmerz
International (NYSE: HAZ) will expand capacity at their cast aluminum wheel
plant in Chihuahua, Mexico.
The $23 million expansion will be completed in 2001 and
will result in an increase in annual production from 300,000 to 1.2 million cast
aluminum wheels.
This additional capacity will provide Hayes Lemmerz and
Unik an opportunity to meet expected demand for world-class aluminum wheels and
to increase their market share in the NAFTA region. Also for Unik "Adding
capacity in Mexico is the latest milestone in our continuing effort to serve our
global customers. This expansion will bring the most advanced casting technology
to produce world class quality products," said Emilio Mendoza, Chief Executive
Officer of Unik S.A. de C.V.
DESC S.A. DE C.V.
PASEO DEL LOS TAMARINDOS 400-B
BOSQUES DE LAS LOMAS
05120 MEXICO D.F.
WWW.DESC.COM.MX
6
