UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) [X]
Securities Act Rule 802 (Exchange Offer) [X]
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ]
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) [ ]
Exchange Act Rule 14e-2(d) (Subject Company Response) [ ]
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) [ ]
DESC, S.A. DE C.V.
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(Name of Subject Company)
NOT APPLICABLE
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(Translation of Subject Company's Name into English (if applicable))
MEXICO
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(Jurisdiction of Subject Company's Incorporation or Organization)
DESC, S.A. DE C.V.
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(Name of Person(s) Furnishing Form)
SERIES B SHARES, WITHOUT EXPRESSION OF PAR VALUE
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(Title of Class of Subject Securities)
250309101
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(CUSIP Number of Class of Securities (if applicable))
RAMON ESTRADA
PASEO DE LOS TAMARINDOS 400-B
BOSQUES DE LAS LOMAS, 05120 MEXICO, D.F.
011-52-555-261-8000
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(Name, Address (including zip code) and
Telephone Number (including area code)
of Person(s) Authorized to Receive
Notices and Communications
on Behalf of Subject Company)
Copies to:
MARCH 8, 2004
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(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
ITEM 1. HOME JURISDICTION DOCUMENTS
(a) Not applicable.
(b) Not applicable.
ITEM 2. INFORMATIONAL LEGENDS
This rights offering is made for the securities of a foreign company.
The offer is subject to the disclosure requirements of a foreign
country that are different from those of the United States. Financial
statements included in the document, if any, have been prepared in
accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located
in a foreign country, and some or all of its officers and directors
may be residents of a foreign country. You may not be able to sue the
foreign company or its officers or directors in a foreign court for
violations of the U.S. securities laws. It might be difficult to
compel a foreign company and its affiliates to subject themselves to a
U.S. court's judgment.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1) The following documents are furnished as exhibits to this Form:
Exhibit No. Description
----------- -----------
Item
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II.(1)-1.1* English translation of press release, dated February 17,
2004, issued by Desc, S.A. de C.V. announcing meetings
regarding an increase in capital and capital restructuring
(incorporated herein by reference to the Form 6-K filed by
the Registrant on February 19, 2004).
II(1)-1.2* English translation of Notice, dated February 19, 2004,
issued by Desc, S.A. de C.V. announcing Special
Shareholders Meeting (incorporated herein by reference to
the Form 6-K filed by the Registrant on February 19, 2004).
II(1)-1.3* English translation of Notice, dated February 19, 2004,
issued by Desc, S.A. de C.V. announcing General Ordinary
And Extraordinary Shareholders Meeting (incorporated herein
by reference to the Form 6-K filed by the Registrant on
February 19, 2004).
II(1)-1.4* English translation of press release, dated March 8, 2004,
issued by Desc, S.A. de C.V. announcing resolutions adopted
by the applicable shareholders at the Special Shareholders
Meeting and the General and Extraordinary Shareholders
Meeting of the Company held as of that date (incorporated
herein by reference to the Form 6-K filed by the Registrant
on March 8, 2004).
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* Previously filed on Form CB, dated March 8, 2004.
II(1)-1.5** English translation of the Summary of the Resolutions
adopted at the Ordinary and Extraordinary Shareholders
Meeting of Desc, S.A. de C.V., held on March 8, 2004
(incorporated herein by reference to the Form 6-K filed by
the Registrant on March 9, 2004).
II(1)-1.6** English translation of the Summary of the Notice to
Shareholders of Resolutions adopted at the Special Series C
Shareholders Meeting of Desc, S.A. de C.V., held on March
8, 2004 (incorporated herein by reference to the Form 6-K
filed by the Registrant on March 9, 2004).
II(1)-1.7** English translation of the Notice to Shareholders of
Resolutions adopted at the General Ordinary and
Extraordinary Shareholders Meeting of Desc, S.A. de C.V.,
held on March 8, 2004 (incorporated herein by reference to
the Form 6-K filed by the Registrant on March 9, 2004).
II.(1)-1.8 English translation of a press release dated March 17,
2003, issued by Desc, S.A. de C.V. announcing a Preemptive
Rights Offering (incorporated herein by reference to the
Form 6-K filed by the Registrant on March 18, 2004).
(2) Not applicable.
(3) Not applicable.
PART III - CONSENT TO SERVICE OF PROCESS
Desc, S.A. de C.V. filed with the Commission a written irrevocable
consent and power of attorney on Form F-X. *
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** Previously filed on Form CB, dated March 9, 2004.
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Arturo D'Acosta Ruiz
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(Signature)
ARTURO D'ACOSTA RUIZ
CHIEF FINANCIAL OFFICER
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(Name and Title)
March 18, 2004
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(Date)