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
----------------------------
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:\909256\03\JHL403!.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: May 5, 2000 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. Press Release announcing first quarter results for the
period ended March 31, 2000, together with comparative
figures for the prior year period ............................. 4
2. Press Release announcing resolutions of registrant's
general ordinary and extraordinary shareholders meeting
held April 27, 2000 ........................................... 15
3
EXHIBIT 1
[Desc Logo]
FOR IMMEDIATE RELEASE
DESC ANNOUNCES FIRST QUARTER RESULTS FOR THE PERIOD ENDED MARCH 31, 2000
------------------------------------------------------------------------
Mexico City, April 26, 2000 - DESC, S.A. de C.V. ("Desc" or the "Company")
(NYSE: DES; BMV: DESC), announced today its results of operations for the first
quarter ended March 31, 2000.
DESC SA. DE CV. AND SUBSIDIARIES
--------------------------------
Figures in millions of pesos (Ps.) and dollars (US$)
<TABLE>
<CAPTION>
- ------------------------------ --------------------- --------------------- ----------------------
1Q00 1Q99(3) CHANGE %
- ------------------------------ --------------------- --------------------- ----------------------
<S> <C> <C> <C>
Sales (Ps.) 5,248 5,819 -9.8%
- ------------------------------ --------------------- --------------------- ----------------------
Sales (US$)(1) 556 527 5.3%
- ------------------------------ --------------------- --------------------- ----------------------
Exports(2) 243 220 10.4%
- ------------------------------ --------------------- --------------------- ----------------------
Operating Income (Ps.) (1) 580 771 -24.8%
- ------------------------------ --------------------- --------------------- ----------------------
Operating Income (US$) 62 70 -12.4%
- ------------------------------ --------------------- --------------------- ----------------------
Operating Margin 11.1% 13.3% --
- ------------------------------ --------------------- --------------------- ----------------------
EBITDA (Ps.) 838 1,050 -20.2%
- ------------------------------ --------------------- --------------------- ----------------------
EBITDA (US$)(1) 89 95 -6.5%
- ------------------------------ --------------------- --------------------- ----------------------
Net Income (Ps.) 425 857 -50.4%
- ------------------------------ --------------------- --------------------- ----------------------
Net Income (US$)(1) 45 79 -42.7%
- ------------------------------ --------------------- --------------------- ----------------------
</TABLE>
(1) Figures in U.S. dollars for Sales, Operating Income, EBITDA and Net
Income are calculated using monthly figures in current pesos divided by
the average monthly exchange rate.
(2) Exports are calculated based on invoices for dollar-denominated sales.
(3) 1999 figures include the poultry business (Campi was sold during
December 1999) and are thus not comparable; within the food section
figures are presented without consolidating poultry results.
SALES
- -----
For the quarter ended March 31, 2000, total sales increased 5.3% versus the same
quarter of last year to US$556 million from US$527 million. This result is due
primarily to improved volumes in the autoparts business (Unik) and chemicals
(Girsa).
4
<PAGE>
SALES BREAKDOWN (TOTAL US $556 MILLION)
NET SALES, 1Q2000
[Pie chart showing net sales for each sector as follows:
Unik US $277
Girsa US $183
Agrobios US $80
Dine US $16]
Exports reached US $243 million, 10.4% higher than the same period of last year,
mainly attributable to increases established by Unik of 13.2%(which continues
demonstrating its strong presence in international markets), and by Girsa, of
8.7%. Exports contributed 44% to Desc's total consolidated sales.
OPERATING INCOME, MARGINS AND CASH FLOW
- ---------------------------------------
The Company's first quarter results showed a decrease compared with the first
quarter of last year, given that the peso continued appreciating, affecting the
relationship between peso-denominated costs and US dollar costs for a majority
of our products (autoparts and chemicals); this was most evidenced by the 12%
increase in employee salaries, in light of constant or decreasing prices for our
products. In the petrochemicals sector, margins were pressured due to the
difference between price increases for raw materials and the price increases for
the finished goods; in the food division, margins were affected by the
restructuring of ASF (Authentic Specialty Foods), similar to the one
accomplished for Corfuerte. Cash flow (EBITDA) was US $89 million, versus US $95
million during the same period of last year. It is important to note that 1999
EBITDA without considering Campi (the poultry business which was sold in
December of 1999) was US $88 million, thus, with this adjustment there would be
no change in cash flow year-on-year.
[Graph showing operating cash flow, in millions of dollars:
1st Quarter 1998 90
2nd Quarter 1998 111
3rd Quarter 1998 108
4th Quarter 1998 97
1st Quarter 1999 96
2nd Quarter 1999 112
3rd Quarter 1999 98
4th Quarter 1999 99
1st Quarter 2000 89]
NET INCOME
- ----------
The Company's net income for the first quarter was US$45 million, a 42.7%
decrease when compared to the same quarter of the previous year, due to a
decrease in operating results as well as lower foreign exchange gains, and
decreased financing gains from lower inflation.
5
<PAGE>
TAXES
- -----
For the first quarter, Desc provisioned US $24.7 million for the payment of
taxes, which represents an amount similar to that of the same period of 1999.
As of January 2000, according to the new bulletin D-4 "accounting treatment for
income and asset taxes and employee profit-sharing", Desc recognized the
deferred taxes effect in the consolidated balance sheet which represented an
initial effect on the equity of US $177 million, of which US $124 million
corresponds to majority capital. This amount represents 10.3% of Desc's equity
at December 31, 1999.
RELEVANT EVENTS
- ---------------
o As a consequence of the sovereign rating upgrade given to Mexico,
international ratings agency Standard & Poor's improved the foreign
currency ratings of our businesses in the following manner:
Previous Current
DESC S.A. de C.V. BB BB (+) Positive
UNIK S.A de C.V. BB BB (+) Positive
GIRSA S.A. de C.V. BB BB (+) Positive
o Desc continued with its share buyback program. As of March 31, 2000, 58
million shares were repurchased. As of the date of this report, the total
amount of shares repurchased is 75.4 million.
FINANCIAL STRUCTURE
- -------------------
The following are the main highlights of Desc's Balance Sheet, as of March 31,
2000:
o During January 2000, Desc prepaid its syndicated loan for US $120 million
which is due in January of 2001. Said payment was made through resources
generated by the sale of the poultry business in December of 1999 and
short-term financing. This payment was made to lower the financial
expenses of the Group.
o During January 2000, the International Finance Corporation (IFC) granted
Girsa a credit line of up to US $105 million, of which US$ 53 million will
be rolled over from short-term debt to long-term debt due in 2010 (US
$22.7 million at LIBOR +375 basis points and another for US $30.3 million
at a fixed rate of 10.83%). The resources generated were utilized for the
refinancing of short-term debt into long-term debt.
o At the end of the quarter, total debt was broken down into: 28% short-term
debt and 72% long-term debt.
o Total debt in currency terms can be broken down as follows: 90%
dollar-denominated and 10% peso-denominated.
6
<PAGE>
o Desc will shortly complete a secondary offering of short-term notes for an
approximate amount of Ps. $1 billion in equivalent Investment Units
(UDIS), in order to reduce exposure to foreign currency and take advantage
of expected lower inflation in Mexico.
NET DEBT AS OF MARCH 31, 2000
- --------------------------------------------------------------------------------
3/31/2000 12/31/1999
(AUDITED FIGURES)
CASH US $ 114 US $ 169
TOTAL DEBT US $1,064 US $ 1,075
NET DEBT US $ 950 US $ 906
- --------------------------------------------------------------------------------
RESULTS BY DIVISIONS
--------------------
UNIK (AUTOPARTS)
(MILLONS OF CONSTANT PESOS AND DOLLARS)
<TABLE>
<CAPTION>
- ---------------------------------- ----------------------- -------------------- -------------------
1Q 1Q CHANGE
2000 1999 %
- ---------------------------------- ----------------------- -------------------- -------------------
<S> <C> <C> <C>
Sales (Ps.) 2,615.4 2,586.5 1.1%
- ---------------------------------- ----------------------- -------------------- -------------------
SALES (US$) 276.6 234.0 18.2%
- ---------------------------------- ----------------------- -------------------- -------------------
EXPORTS 174.4 154.0 13.2%
- ---------------------------------- ----------------------- -------------------- -------------------
Operating Income (P.s.) 428.7 426.0 0.6%
- ---------------------------------- ----------------------- -------------------- -------------------
OPERATING INCOME (US$) 45.4 38.7 17.2%
- ---------------------------------- ----------------------- -------------------- -------------------
Operating Margin 16.4% 16.5% --
- ---------------------------------- ----------------------- -------------------- -------------------
Operating Cash Flow (ps.) 565.1 565.8 -0.1%
- ---------------------------------- ----------------------- -------------------- -------------------
OPERATING CASH FLOW (US$) 59.8 51.3 16.5%
- ---------------------------------- ----------------------- -------------------- -------------------
</TABLE>
This quarter's results continued reflecting the positive impact of sales volumes
in automobiles and light trucks in both Mexico and the United States, It is
worth mentioning that this quarter record levels of production were achieved in
Mexico reaching 429,395 units representing an increase of 19.3% against last
year, in the domestic market an increment of 23.8% was recorded and in exports
of 17.8%. During the quarter sales in dollar terms increased 18.2% versus the
same period of last year, due to increased sales volumes in medium and light
transmissions of 11.7%, in stamping products (pick up boxes and others) of
44.7%, in aluminum and steel wheels of 106.9%, in axles of 28.4%, cardan shafts
of 24% and in cv joints of 12.8%.
Exports reached US $174.4 million, a 13.2% increase when compared to the same
quarter of 1999, due to increases in transmissions, wheels, stamping products,
cardan shafts and cv joints principally.
7
<PAGE>
The operating margin remained at similar levels to last year; however, it must
be noted that this was possible in spite of the appreciation of the peso, due to
the increase in productivity and volumes.
The operating cash flow reached US $59.8 million, this being the highest level
ever achieved for this segment of the Company.
During the quarter, Unik realized important investment projects, totaling
approximately US $27 million and including:
EXPANSION PROJECTS
o Expansion of the capacity of stamping and painting products
o Expansion and modernization of new installations of valves
o Installation of a new production line of cardan shafts
o Expansion and modernization of the aluminum and steel wheels plants
MODERNIZATION PROJECTS
o Automation of several production and assembly lines of axles
o Automation of manufacturing processes of gears
o Internal production of several components for transmission that were
previously imported, as well as the continuation of the
modernization and automation of these plants (Tremec and TSP)
o Integration of the foundering with constant velocity joints
components using state-of-the-art technology
o Concentration of the installation of pistons in Celaya (Guanajuato),
together with an aggressive modernization and automation program
GIRSA (PETROCHEMICALS AND DIVERSIFIED PRODUCTS)
Figures in millions of pesos (Ps.) and dollars (US$)
- --------------------------- ------------------ -------------- ---------------
11Q00 1Q99 CHANGE %
Sales (Ps.) 1,726.6 1,734.7 -0.5%
Sales (US$) 183.0 157.1 16.5%
Exports 49.4 45.4 88.7%
Operating Income (Ps.) 110.0 219.1 49.8%
Operating Income (US$) 11.7 19.9 -41.2%
Operating Margin 6.4% 12.6%
Operating Cash Flow (Ps.) 173.1 293.0 -40.9%
Operating Cash Flow (US$) 18.4 26.6 -30.8%
- --------------------------- ------------------ -------------- ---------------
8
<PAGE>
As of this quarter, figures for the petrochemicals and diversified products will
be presented as one sector, since the operations and management are in the same
company. Total sales for the first quarter were US $183 million, reflecting a
16.5% increase from the same period of the previous year. Domestic sales in
dollar terms increased 19.6% and exports grew 8.7%.
In most of the businesses of this segment volumes increased versus the same
period of last year by approximately 6%, principally due to increases in the
polystyrene in 40% and synthetic rubber in 6%.
Despite the positive operational results, increases in the price of primary
petrochemicals raw materials have been registered, which have not been
transferred into the prices of the final products; thus leading to the increase
in cost production and deterioration in operating margins (see graph):
[Graph showing raw materials price variation for butadiene,
styrene and cumene for January 1999 to March 2000 period]
The petrochemicals cycle is at its lowest level in terms of prices, particularly
phenol. However, price increases have been implemented as of April 2000.
In the diversified petrochemical products sector, prices continue to increase,
and subsequently margins should begin to recover.
Phosphate prices has been stabilized and margins are slightly pressured by
domestic inflation, which have not reflected on dollar indexed prices.
In Adhesive, sealants, acrylic and laminated products, volume increments of
approximately 7% have been registered, as well as increases in operating margins
of approximately 19%. These improved volumes are principally due to strong
demand in the domestic market.
During the transition period for the consolidation of Girsa's results as one
sector, we will temporarily present the breakdown of results as they were stated
in previous quarterly reports:
- ------------------------- ---------------- --------------- -------------
PETROCHEMICALS 1Q00 1Q99 Change %
Sales (US$) 94 72 30.6%
Operating Margins 2.6% 11.8%
DIVERSE PRODUCTS 89 85 4.7%
Operating Margins 10.3% 13.4%
- ------------------------- ---------------- --------------- -------------
FIGURES IN MILLIONS OF DOLLARS
9
<PAGE>
AGROBIOS (FOOD PRODUCTS)
------------------------
Following are the 1Q00 figures for the agrobios business, which incorporates the
results of the poultry division in the first quarter of 1999
- ------------------------------- -------------- -------------- ----------------
1Q 1Q 1Q00 VS
2000 1999 1Q99
Sales (ps.) 751.2 1,365.2 -45.0%
SALES (US $) 79.5 123.9 -35.8%
EXPORTS 19.4% 19.3 0.7%
Operating income (Ps.) 16.6 89.5 -81.5
OPERATING INCOME (US$) 1.8 8.1 -78.3%
Operating Margin 2.2% 6.6%
Operating Cash Flow (Ps.) 54.4 144.4 -62.3%
OPERATING CASH FLOW (US $) 5.8 13.1 -56.0%
- ------------------------------- -------------- -------------- ----------------
THE FOLLOWING TABLE DEMONSTRATES RESULTS FOR THE AGROBIOS SEGMENT WITHOUT
INCORPORATING THE RESULTS FOR THE POULTRY BUSINESS
- -------------------------- --------------- ------------- -----------------
1Q 1Q 1Q00 vs
2000 1999 1Q99
Sales (US$) 79.5 73.1 8.8%
Operating Income (US$) 1.8 2.8 -36.1%
Operating Margin (US$) 2.2% 3.8%
EBITDA (US$) 5.8 5.5 4.8%
- -------------------------- --------------- ------------- -----------------
Does not include Campi
10
<PAGE>
The quarter's lower results are due to lower sales volumes from Corfuerte and
Nair, and were partially offset by higher volumes for pork, also Corfuerte and
Nair prices rose below inflation levels; this situation is expected to normalize
in the next months.
The decrease in operating income was also due to the restructuring of ASF and
higher marketing costs in all businesses.
In the branded products division, marketing costs reached 4.8% of sales during
the first quarter of 2000, higher than 2.3% of sales registered in the first
quarter of 1999.
BRANDED PRODUCTS
CORFUERTE
o Lower sales volumes for Corfuerte were due to a decrease in sales for the
industrial division (tomato paste for "food service"), which is expected
to be offset by higher sales in the second half of the year.
o Overproduction of tomatoes has resulted in a 20% price decrease, which
benefited the cost of production but affected sales volumes.
o The market share in tomato paste reached 58.6% between December 1999 and
January 2000 versus 56.8% during the period between October November and
1999.
AUTHENTIC SPECIALTY FOODS (ASF)
o During the quarter, this segment showed a reduction in operating margins,
primarily due to its sales product mix of low-margin products (jalapenos),
and increased marketing costs for food service, due to its print media
advertising campaign.
o During the first quarter a restructuring took place similar to that of
Corfuerte. The strategy is based on the rationalization of SKUs and the
expansion of the product base which allowed for the recovery of margins.
11
<PAGE>
PORK
o For the quarter, the pork segment incorporated the results of its
association with one of the most important producers in the southeastern
and bajio zones. During the first quarter, production growth centers have
been established (farms), and investment in points of sales was launched,
which will permit wider distribution for the final product.
o International pork prices have demonstrated a positive trend towards the
end of the first quarter, reaching US $0.415/pound, versus an average of
US $0.315 in the same period of the last year.
Operating margins by division are as follows:
---------------------------- ------------------------------------------------
1Q
------------------------------------------------
2000 1999
---------------------------- ------------------------ -----------------------
BRANDED PRODUCTS
------------------------ -----------------------
Operating Margins 4.07% 8.1%
---------------------------- ------------------------ -----------------------
COMMODITIES
------------------------ -----------------------
Operating Margins -0.02% -2.88%
---------------------------- ------------------------ -----------------------
Does not include Campi
DINE (REAL ESTATE)
------------------
- ------------------------- -------------- ---------------- -----------------
1Q 1Q CHANGE
2000 1999 %
-------------- ---------------- -----------------
Sales (Ps.) 153.0 132.7 15.3%
-------------- ---------------- -----------------
SALES (US$) 16.3 12.3 32.3%
-------------- ---------------- -----------------
Operating Income (Ps.) 36.0 47.1 -23.7%
-------------- ---------------- -----------------
OPERATING INCOME (US$) 3.9 4.4 -12.2%
-------------- ---------------- -----------------
Operating Margin 23.7% 35.7%
-------------- ---------------- -----------------
EBITDA (Ps.) 50.3 55.3 -9.1%
-------------- ---------------- -----------------
EBITDA (US$) 5.4 5.1 4.6%
- ------------------------- -------------- ---------------- -----------------
Sales during the quarter increased 32.3% versus the same quarter of last year.
The projects contributing the most to this quarter's results were as follows:
Punta Mita (association with the Four Seasons) 55%, Bosques de Santa Fe 16%,
Centro Comercial Santa Fe 13%, and Centro Corporativo Arcos Bosques 9%. It is
expected that for the rest of the year Bosques de Santa Fe will have the most
sales due to the fact that they will soon complete certain operations.
12
<PAGE>
Operating income decreased 12.2% due to the consolidation of the Four Seasons
Hotel operations and had lower margins than all the other projects.
OTHER HIGHLIGHTS DURING THE QUARTER INCLUDE:
o The Punta Mita project maintains occupation levels of 80% with tariffs
above US $400.
o For the Punta Mita project, the sale of large lots ("Ranchos") were
initiated, and the promotion of residential lots with ocean views and golf
courses was continued.
o Bosques de Santa Fe is in the process of placing multi-family lots with
well-known construction and luxury real estate firms.
o The Centro Corporativo, which has an association with ICA for the
development of 17,000 m2 for office space, has progressed with the
construction of the second module of the north building. Activities
related to the pre-sale of this asset have been initiated.
o The placement of Hacienda de las Palmas inventory, resulting in a
successful absorption by the market of 76.5 Hectares in five years.
FOR MORE INFORMATION
--------------------
<TABLE>
<S> <C> <C> <C>
- ------------------------------- ------------------------------------ ------------------------------------ --------------------------
Arturo D'Acosta Ruiz Alejandro de la Barreda Alex Cancio, Peter Firestein Web Page
Corporate Treasury Director Manager of Investor Relations Thomson Financial Investor www.desc.com.mx
---------------
525 261 80 00 ext 2830 525 261 8000 ext 2813 Relations
[email protected] 212 701 1973
- ------------------------------- ------------------------------------ ------------------------------------ --------------------------
</TABLE>
13
<PAGE>
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 AND 1999
(Millions of Constant Mexican Pesos as of March 31, 2000)
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents Ps.$ 1,054.9 Ps.$ 1,586.9
Their current assets 7,773.1 7,647.7
Total current assets 8,828.0 9,234.6
FIXED ASSETS 18,144.4 19,046.1
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES 69.4 127.4
OTHER ASSETS 2,395.6 2,700.9
Total assets 29,437.4 31,109.0
LIABILITIES
Liabilities without cost Ps.$ 5,056.3 Ps.$ 3,666.4
Debt 9,880.9 11,309.2
Total liabilities 14,937.2 14,975.6
STOCKHOLDERS' EQUITY
Majority stockholders' equity 10,460.5 12,143.8
Minority stockholders' equity 4,039.7 3,989.6
Total stockholders' equity 14,500.2 16,133.4
- ----------------------------------------------------------- --------- ------------------- ---------- ---------------------
DESC S.A.DE C.V.
CONSOLIDATED STATEMENT OF INCOME AS OF MARCH 31, 2000 AND 1999
(MILLIONS OF CONSTANT MEXICAN PESOS AS OF MARCH 31, 2000)
NET SALES 5,247.7 5,819.1
OPERATING PROFIT Ps.$ 580.0 Ps.$ 771.2
COMPREHENSIVE FINANCIAL RESULT (245.1) (614.6)
PROVISIONS FOR TAX AND EMPLOYEE PROFIT SHARING 233.4 277.5
NET CONSOLIDATED PROFIT Ps.$ 548.7 Ps.$ 1,073.9
ALLOCATION FOR NET CONSOLIDATED PROFIT
Majority interest Ps.$ 425.2 Ps.$ 857.3
Minority interest Ps.$ 123.5 Ps.$ 216.6
- ----------------------------------------------------------- --------- ------------------- ---------- ---------------------
COVENANT RATIOS
Interest coverage ratio 3.9 5.06
Total Debt/Capitalization 0.41 0.41
Earnings per share (last 12 months) Ps.$ 1 Ps.$ 1.04
Book Value Ps. 7.69 Ps.$ 7.39
Earnings per ADS (last 12 months) US$ 2.15 US$ 2.18
FX RATE AT THE END OF THE QUARTER 9.2845 9.5200
- ----------------------------------------------------------- --------- ------------------- ---------- ---------------------
TOTAL OUTSTANDING SHARES
Series "A" 608,997,900 41.6%
Series "B" 547,485,760 37.4%
Series "C" 306,870,765 21.0%
- ---------------------
TOTAL 1,463,354,425 100.0%
</TABLE>
14
EXHIBIT 2
[Desc Logo]
DESC S.A. DE C.V. ANNOUNCES RESOLUTIONS OF ITS GENERAL ORDINARY AND
-------------------------------------------------------------------
EXTRAORDINARY SHAREHOLDERS MEETING HELD TODAY
---------------------------------------------
Mexico City, April 27, 2000 - DESC, S.A. de C.V. (NYSE:
DES; BMV: DESC) announced the results of its general ordinary and extraordinary
shareholders' meetings, held today. The following resolutions were adopted:
o The approval, of the resolution to amend the by-laws of the Company, in
order to make them comply with the Code of Corporate Governance. As a
consequence of adopting said Code, the modification of the Company's Board
of Directors was approved whereby 11 Directors will be integrated into the
Board as follows: Mr. Fernando Senderos Mestre, Mr. Carlos Gomez y Gomez
and Mr. Federico Fernandez Senderos, who will act as Related Patrimonial
Directors; Mr. Eneko de Belausteguigoitia Arocena, who will act as
Independent Patrimonial Director; Mr. Adolfo Patron Lujan, Mr. Ruben
Aguilar Monteverde, Mr. Carlos Gonzalez Zabalegui, Mr. Valentin Diez
Morodo and Mr. Prudencio Lopez Martinez who will act as Independent
Directors; and Mr. Alberto Bailleres Gonzalez and Mr. Ernesto Vega
Velasco, who will act as Related Directors.
o The establishment of three committees dependent on the Board of Directors,
which are as follows: the Audit Committee (comprising of 3 independent
Board members); the Evaluation and Compensation Committee (comprising of 3
Board members); and the Finance and Planning Committee (comprising of 4
Board members).
o Approval of the resolution to increase the amount of the Stock Repurchase
Reserve of the Company, which previously amounted to Ps. $600,000,000 and
which has now been increased by an amount of Ps. $1,400,000,000.00 so
that, as of this date, it will amount to a total of Ps. $2,000,000,000.00.
o Approval of the payment of a cash dividend of Ps. 0.27 per each of the
currently outstanding shares. The shareholders will be receiving this
dividend by May 17, 2000.
FOR MORE INFORMATION
--------------------
<TABLE>
<S> <C> <C> <C>
- -------------------------------- ------------------------------------- ---------------------------------- --------------------
Arturo D'Acosta Ruiz Alejandro de la Barreda Alex Cancio, Peter Firestein Web Page
Corporate Treasury Director Manager of Investor Relations Thomson Financial Investor www.desc.com.mx
525 261 80 00 ext 2830 525 261 8000 ext 2813 Relations ---------------
[email protected] 212 701 1973
- -------------------------------- ------------------------------------- ---------------------------------- --------------------
</TABLE>
15
