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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 , 2000
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DESC, S.A. DE C.V.
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(Translation of registrant's name into English)
PASEO DE LOS TAMARINDOS 400-B, BOSQUES DE LAS LOMAS, 05120 MEXICO, D.F., MEXICO
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(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-___________.
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NY2:\896848\02\J80G02!.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.
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(Registrant)
Date: April 5, 2000 By: /s/ Ernesto Vega Velasco
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(Signature)*
Name: Ernesto Vega Velasco
Title: Chief Financial Officer
* Print the name and title under the signature of the signing officer.
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<PAGE>
EXHIBIT INDEX
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Sequential
Item Page Number
---- -----------
1. Press Release announcing the Registrant's Preliminary
First Quarter Unaudited Results for the Quarter ended
March 31, 2000.......................................... 4
2. Notice of Annual Shareholders Meeting of Registrant
to be held on April 27, 2000............................ 6
3
EXHIBIT 1
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[DESC LOGO] [THOMSON FINANCIAL
INVESTOR RELATIONS
LOGO]
DESC ANNOUNCES PRELIMINARY FIGURES ESTIMATED FOR THE
----------------------------------------------------
FIRST QUARTER OF 2000
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Mexico City April 5, 2000 - DESC, S.A. de C.V. (the "Company") (NYSE: DES; BMV:
DESC) announces preliminary figures for the first quarter ended March 31, 2000.
In order to keep the market and its shareholders informed, Desc will publish its
preliminary figures every quarter. The following are preliminary figures for the
quarter ended March 31, 2000.
DESC, S.A. DE C.V.
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(In millions of US dollars)
<TABLE>
<CAPTION>
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
UNIK GIRSA AGROBIOS DINE CONSOLIDATED
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
<S> <C> <C> <C> <C> <C>
SALES $ 275 $ 175 $ 78 $ 15 $ 543
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
OPERATING INCOME 44 9 2 2 57
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
OPERATING MARGIN 16.2% 5.2% 2.0% 17.0% 10.4%
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
EBITDA $ 59 $ 15 $ 6 $ 5 $ 85
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
- ----------------------------------- ----------- ------------- --------------------- ------------- ------------------------
</TABLE>
Note: Figures US dollars for Sales, Operating Income and EBITDA are calculated
using monthly figures incurred in pesos divided by the average monthly exchange
rate.
GENERAL OVERVIEW
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>> The exchange rate continued its appreciation during the quarter,
negatively affecting some of the businesses
>> Food figures do not include the poultry business sold during December
1999.
>> The Company expects to reach its estimate figures for 2000, despite
lower first quarter results.
UNIK (Autoparts)
Continue with strong sales both in the export market as well as domestically.
During the quarter we reached record production levels.
GIRSA (Chemicals and diversified products)
Beginning the first quarter of the Year 2000, the petrochemical and diversified
products businesses will be presented in a single sector which maintains the
same administration as before.
This sector has been under pressure due to the increase in raw material prices
and the gap that exists to transfer these increases to the final prices.
Production levels, however, remain high.
AGROBIOS (food)
During the quarter, lower sales volumes were registered, particularly during
January due to the cyclical nature of this sector; this situation affected
operating margin in branded products business. Also, restructuring charges were
registered.
4
<PAGE>
DINE (Real Estate)
The sector's performance is similar to the year before, however, closing process
operations are expected to show good results during the following quarters.
CONTACTS:
<TABLE>
<CAPTION>
- ------------------------------ ----------------------------------------- ------------------------------- --------------------------
<S> <C> <C> <C>
Arturo D'Acosta Ruiz Alejandro de la Barreda Alex Cancio, Peter Firestein Webpage
Corporate Treasury Director Corporate Manager Investor Relations Thomson Financial Investor www.desc.com.mx
525 261 80 00 ext 2830 525 261 8000 ext 2813 Relations ---------------
[email protected]
- ------------------------------ ----------------------------------------- ------------------------------- --------------------------
</TABLE>
Statements included in this report regarding the Company's business outlook and
anticipated financial and operating results, regarding the Company's growth
potential, constitute forward-looking statements and are based on management
expectations regarding the future of the Company. These expectations are highly
dependent on changes in the market, general economic performance of the home
country, industry and international markets, therefore they are subject to
change.
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EXHIBIT 2
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[DESC LOGO] [THOMSON FINANCIAL
INVESTOR RELATIONS
LOGO]
DESC, S.A. DE C.V.
N O T I C E
Pursuant to articles 181, 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 ANNUAL GENERAL
ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING, to be held at 12:00 noon on
April 27, 2000, in the Auditorium located at Arco Torre I, Ground Floor, of the
business center Arcos Bosques Corporativo, with its address at Paseo de
Tamarindos No. 400-B, Fracc. Bosques de las Lomas, Mexico, D.F. 05120, to
discharge the following:
A G E N D A
I. PRESENTATION OF THE REPORT OF THE BOARD OF DIRECTORS, AS PROVIDED IN
ARTICLE 172 OF THE GENERAL CORPORATIONS LAW, AS WELL AS OF THE REPORTS
REQUIRED BY PARAGRAPH 2.4 OF THE FIRST SECTION OF RULE (CIRCULAR) 11-14
OF THE NATIONAL BANKING AND SECURITIES COMMISSION, REGARDING THE FISCAL
YEAR ENDED DECEMBER 31, 1999 AND RESOLUTIONS REGARDING S.UCH REPORTS
II. RATIFICATION OF THE ACTIONS UNDERTAKEN BY THE BOARD OF DIRECTORS AND
THE EXECUTIVE COMMISSION DURING SAID FISCAL YEAR.
III. DISCUSSION, APPROVAL OR MODIFICATION, IF APPROPRIATE, OF THE FINANCIAL
STATEMENTS OF THE CORPORATION AT DECEMBER 31, 1999, WITH THE PRIOR
READING OF THE REPORT OF THE STATUTORY EXAMINER.
IV. RESOLUTIONS ON THE APPLICATION OF RESULTS AND PROPOSAL AND APPROVAL, IF
APPROPRIATE, OF THE PAYMENT OF A CASH DIVIDEND EQUAL TO 27 MEXICAN
CENTS PER EACH OF THE CURRENTLY OUTSTANDING SHARES.
V. PROPOSAL AND APPROVAL, IF APPROPRIATE, OF A RESOLUTION TO AMEND THE
BY-LAWS OF THE CORPORATION, IN ORDER TO BASICALLY ADEQUATE SUCH TO THE
CODE OF CORPORATE GOVERNANCE.
VI. ELECTION OR REELECTION, AS THE CASE MAY BE, OF THE MEMBERS OF THE BOARD
OF DIRECTORS, AS WELL AS THE BOARD COMMITTEE MEMBERS, AND THE STATUTORY
EXAMINERS.
VII. RESOLUTION ON THE COMPENSATION TO THE DIRECTORS AND THE STATUTORY
EXAMINERS.
VIII. PROPOSAL AND APPROVAL, IF APPROPRIATE, OF A RESOLUTION TO INCREASE THE
AMOUNT OF THE STOCK REPURCHASE RESERVE OF THE CORPORATION, AS WELL AS
THE AMOUNT OF THE CAPITAL STOCK THAT MAY TO BE AFFECTED FOR SUCH
PURPOSE.
IX. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE
MEETING.
X. READING AND APPROVAL OF THE MINUTES OF THIS 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., April 6, 2000
ERNESTO VEGA VELASCO
SECRETARY OF THE BOARD OF DIRECTORS
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