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 _May, 2004 GRUPO IUSACELL, S.A. de C.V. -------------------------------------------------------------------------------- (Translation of registrant's name into English) Montes Urales 460 Col. Lomas de Chapultepec, Deleg. Miguel Hidalgo 11000, Mexico D.F. -------------------------------------------------------------------------------- (Address of principal executive office) Indicate by check mark whether the registrant files or will fill 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 12g-3-2(b) under the Securities and Exchange Act of 1934. Yes [ ] No[X] Documents Furnished By the Registrant 1. Press Release of the Registrant dated May 28, 2004 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GRUPO IUSACELL, S.A. DE C.V. Date: May 28, 2004 /s/ Jose Luis Riera ---------------------------- Name: Jose Luis Riera Title: Attorney in fact /s/ Fernando Cabrera ----------------------------- Name: Fernando Cabrera Title: Attorney in fact [LOGO] Iusacell INVESTOR CONTACTS Jose Luis Riera K. Chief Financial Officer 5255-5109-5927 J. Victor Ferrer Finance Manager 5255-5109-5927 vferrer@iusacell.com.mx Mexico City, May 28, 2004 - Grupo Iusacell, S.A. de C.V. [BMV: CEL, NYSE: CEL] announced that its principal subsidiary, Grupo Iusacell Celular, S.A. de C.V., did not make the US$33.2 million payment corresponding to the first amortization of principal of the Amended and Restated Credit of US$266 million. ********************** About Iusacell Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a wireless cellular and PCS service provider in seven of Mexico's nine regions, including Mexico City, Guadalajara, Monterrey, Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service regions encompass a total of approximately 92 million POPs, representing approximately 90% of the country's total population. Grupo Iusacell, S.A. de C.V. press releases and all other written materials may from time to time contain statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Discussion of factors that may affect future results is contained in our filings with the Securities and Exchange Commission.