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 February , 2004
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Commission File Number: 001-13196
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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
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant 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
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___________
The following are included in this report on Form 6-K:
Item
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1. Notice of Registrant, dated February 19, 2004, announcing
Special Shareholders Meeting for the Series C shareholders
2. Notice of Registrant, dated February 19, 2004, announcing
General Ordinary and Extraordinary Shareholders Meeting
Item 1
[Desc Logo]
DESC, S.A. DE C.V.
N O T I C E
Pursuant to articles 183, 187 and 195of the General Corporations Law, the
Corporate By-laws and to the resolution of the Board of Directors, the Series
"C" shareholders of DESC, S.A. DE C.V. are hereby called to the SPECIAL
SHAREHOLDERS MEETING, to be held at 9:00 a.m. on March 8, 2004, in the
Auditorium located in the Ground Floor of the Arco Torre I building, at the
Arcos Bosques Corporativo business center, situated at Paseo de Tamarindos No.
400-B, Col. Bosques de las Lomas, Mexico, D.F. 05120, to consider the items in
the following:
AGENDA
I. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO
REESTRUCTURE THE SERIES SHARES OF THE CAPITAL STOCK, INCLUDING THE
MANDATORY CONVERSION OF ALL SERIES "C" SHARES INTO SERIES "B" SHARES
AND THE CANCELLATION OF THE CORRESPONDING REGISTRATION IN THE MEXICAN
NATIONAL REGISTRY OF SECURITIES (REGISTRO NACIONAL DE VALORES).
II. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE
MEETING.
III. 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, 30th. floor, Col. 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. The letter proxy forms will be available in
such Secretariat of the Corporation from February 19, 2004 to the day before the
date of the Meeting.
Mexico, D.F., February 19, 2004
/s/ ERNESTO VEGA VELASCO
ERNESTO VEGA VELASCO
SECRETARY OF THE BOARD OF DIRECTORS
Item 2
[DESC Logo]
DESC, S.A. DE C.V.
N O T I C E
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 a GENERAL ORDINARY AND
EXTRAORDINARY SHAREHOLDERS MEETING, to be held at 10:00 a.m. on March 8, 2004,
in the Auditorium located in the Ground Floor of the Arco Torre I building, at
the Arcos Bosques Corporativo business center, situated at Paseo de Tamarindos
No. 400-B, Col. Bosques de las Lomas, Mexico, D.F. 05120, to consider the items
in the following:
A G E N D A
I. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO
RESTRUCTURE THE SERIES OF SHARES OF THE CAPITAL STOCK, INCLUDING THE
MANDATORY CONVERSION OF ALL SERIES "C" SHARES INTO SERIES "B" SHARES
AND THE CANCELLATION OF THE REGISTRATION OF THE SERIES "C" SHARES IN
THE MEXICAN NATIONAL REGISTRY OF SECURITIES (REGISTRO NACIONAL DE
VALORES).
II. VOLUNTARY CONVERSION OF SERIES "A" SHARES INTO SERIES "B" SHARES AND
VOLUNTARY CONVERSION OF SERIES "B" SHARES INTO SERIES "A" SHARES, AT
THE REQUEST OF INTERESTED SHAREHOLDERS IN EACH CASE UP TO THE AMOUNT
DETERMINED, AS APPROPRIATE, BY THE SHAREHOLDERS MEETING.
III. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO AMEND THE
BY-LAWS OF DESC, S.A. DE C.V.
IV. PRESENTATION AND APPROVAL, IF APPROPRIATE, OF A PROPOSAL TO INCREASE
THE CAPITAL STOCK OF THE COMPANY.
V. DESIGNATION OF DEPUTIES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE
MEETING.
VI. 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, 30th. floor, Col. 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. The letter proxy forms will be available in
such Secretariat of the Corporation from February 19, 2004 to the day before the
date of the Meeting.
Mexico, D.F., February 19, 2004
/s/ ERNESTO VEGA VELASCO
ERNESTO VEGA VELASCO
SECRETARY OF THE BOARD OF DIRECTORS
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: February 19, 2004 By /s/ Arturo D'Acosta Ruiz
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(Signature)
Name: Arturo D'Acosta Ruiz
Title: Chief Financial Officer