UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
GRUPO IUSACELL, S.A. de C.V.
(Name of Issuer)
Common Stock, with no par value
(Title of Class of Securities)
40050B100(1)
(CUSIP Number)
Secretary
Movil Access, S.A. de C.V.
Av. Insurgentes
Sur 3696 y Calle Nueva
Colonia Pena Pobre
Mexico D.F. 14260
Tel. No.: 011-52-55-8582-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 29, 2003
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
----------
(1) This CUSIP number is for the American Depositary Shares ("ADSs") of the
Company each of which represents five shares of Common Stock of the
Company.
Continued on following pages
Page 1 of 16 pages
CUSIP No. 4005013100 Page 2 of 16
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Movil Access, S.A. de C.V.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF and, with respect to 253,500 shares of Common Stock, WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
69,666,552
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 69,666,552
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,666,552
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 4005013100 Page 3 of 16
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Biper, S.A. de C.V.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
69,666,552
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 69,666,552
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,666,552
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 4005013100 Page 4 of 16
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Ricardo Benjamin Salinas Pliego
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF (with respect to the 4,319,270 shares of Common Stock owned directly by
Mr. Salinas)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
73,985,822
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,319,270
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,985,822
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 4005013100 Page 5 of 16
This Statement on Schedule 13D relates to the common stock, with no par
value (the "Common Stock"), of Grupo Iusacell, S.A. de C.V. (the "Company"), a
variable stock corporation organized and existing under the laws of the United
Mexican States ("Mexico").
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock. The address of
the principal executive office of the Company is Montes Urales 460, Col. Lomas
de Chapultepec, C.P. 11000, Mexico, D.F.
Item 2. Identity and Background.
(a), (b), (c) and (f).
This Statement on Schedule 13D is being filed on behalf of each of the
following persons (each a "Reporting Person" and collectively, the "Reporting
Persons"): (i) Movil Access, S.A. de C.V. ("Movil"), (ii) Biper, S.A. de C.V.
("Biper") and (iii) Ricardo Benjamin Salinas Pliego.
Movil is a corporation organized and existing under the laws of Mexico.
Movil is a wholly-owned subsidiary of Biper. Movil's principal business consists
of (i) the rendering and utilization of the personal communication service of
narrow band, or "two-way paging," commercially known as the "portable e-mail
service;" and (ii) the marketing and/or sale of personal interactive
communication (PIC) terminals. Movil's address is Av. Insurgentes Sur No. 3696 y
Calle Nueva, Colonia Pena Pobre, 14000, Mexico, D.F. and its telephone number at
such office is: +5255 85827000. Set forth on Annex A hereto and incorporated by
reference in response to this Item 2 and elsewhere in this Schedule 13D as
applicable is a list of executive officers of Movil.
Biper is a corporation organized and existing under the laws of Mexico.
Biper is a holding company listed on the Mexican Stock Exchange under the name
of MOVILA. In addition to owning 100% of the shares of Movil, Biper owns 99% of
the shares of Biper Telecommunications, S.A. de C.V., which provides personal
communication service of narrow band or "two-way paging," commercially known as
"portable e-mail service." Biper also owns 99% of each of Telecommuncaciones
Elektra, S.A. de C.V. and Operadora Biper, S.A. de C.V., both of which render
mobile radio-location of persons, commercially known as "one-way paging."
Biper's address is Av. Insurgentes Sur No. 3696 y Calle
CUSIP No. 4005013100 Page 6 of 16
Nueva, Colonia Pena Pobre, 14000, Mexico, D.F. and its telephone number at such
office is: +5255 85827000. Set forth on Annex A hereto and incorporated by
reference in response to this Item 2 and elsewhere in this Schedule 13D as
applicable is a list of executive officers of Biper. Biper is the controlling
stockholder of Movil and, as a result, may be deemed a beneficial owner of the
Common Stock held by Movil.
Mr. Salinas is a Mexican citizen. Mr. Salinas is the controlling
stockholder of Biper, of which he holds 79.6% of the issued and outstanding
common stock on a fully diluted basis and, as a result, Mr. Salinas may be
deemed a beneficial owner of the Common Stock of the Company indirectly held by
Biper. The principal occupation of Mr. Salinas is serving as the chairman and
president of various companies in Mexico, including serving as the Chairman and
President of Biper and the Company, as well as the President of Movil Access.
Mr. Salinas carries out his occupation chiefly at his executive offices at Av.
Insurgentes Sur No. 3696, Mexico City, Mexico.
(d) and (e).
During the past five years, no Reporting Person or, to the best knowledge
of each Reporting Person, any individual otherwise identified in response to
Item 2, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Information contained herein concerning Movil, Biper and Mr. Salinas has
been provided by each such Reporting Person and none of the other Reporting
Persons assume any responsibility for such information.
Item 3. Source and Amount of Funds or Other Consideration.
Movil acquired 414,369,557 Series V shares, 961,292,484 Series A shares
and 125,990 ADSs of the Company pursuant to concurrent tender offers in Mexico
(the "Mexican Offer") and the United States (the "U.S. Offer" and, together with
the Mexican Offer, the "Offers") to purchase for cash all of the then
outstanding Series V shares, Series A shares and ADSs of the Company
representing Series V shares. The Mexican Offer closed on July 28, 2003 and the
U.S. Offer closed on July 29, 2003. The
CUSIP No. 4005013100 Page 7 of 16
aggregate consideration in the Offers was approximately $7.5 million and was
paid in cash. No additional consideration was paid in connection with the
Offers. The source of the consideration paid in the Offers was an unsecured loan
for $10,007,500 from an affiliate of Movil Access. Subsequent to the
consummation of the Offers, the Company completed a share exchange pursuant to
which all Series A shares and Series V shares (including those underlying the
ADSs) were exchanged, at a ratio of 20 (twenty) to 1 (one), for shares of Common
Stock (the "Exchange"). After the Exchange, the shares acquired in the Offers
represented 69,413,052 shares of Common Stock.
In a series of open-market purchases on the Mexican Stock Exchange, Movil
acquired 253,500 shares of Common Stock, as described in item (5) below. The
source of the consideration for such open-market purchases was the working
capital of Movil Access.
In a series of open-market purchases on the Mexican Stock Exchange, Mr.
Salinas has acquired 4,319,270 shares of Common Stock (on a post-Exchange basis)
of the Company, as described in item (5) below. The source of the consideration
for Mr. Salinas's open-market purchases was his own personal funds.
Following the Exchange and such open-market purchases, the Reporting
Persons beneficially owned, in the aggregate 73,985,822 shares of Common Stock,
of which Mr. Salinas directly owns 4,319,270 shares of Common Stock. Item 4.
Purpose of Transaction.
On June 12, 2003, Biper and Movil (collectively, the "Purchasers") entered
into an Acquisition Agreement, dated as of June 12, 2003 (the "Acquisition
Agreement"), by and among Bell Atlantic International, Inc., a Delaware
corporation ("BAII"), Bell Atlantic Latin America Holdings, Inc., a Delaware
corporation ("BALAH"), Bell Atlantic New Zealand Holdings, Inc., a Delaware
corporation ("BANZHI"; and BAII, BALAH and BANZHI, collectively, the "Verizon
Selling Shareholders") and Vodafone Americas B.V., a limited liability company
organized and existing under the laws of The Netherlands ("Vodafone Americas"),
pursuant to which the Purchasers agreed to offer to purchase for cash all of the
issued and outstanding shares of capital stock of the Company pursuant to the
concurrent Offers at a price equal to 0.05712180 Mexican pesos per Series A
Share (or the U.S. dollar equivalent), 0.05712180 Mexican pesos per Series V
Share (or the U.S. dollar equivalent) and the U.S. dollar equivalent of 5.712180
Mexican pesos per ADS. Pursuant to the Acquisition Agreement, Vodafone Americas
and the
CUSIP No. 4005013100 Page 8 of 16
Verizon Selling Shareholders agreed to tender all of their respective holdings
of capital stock of the Company in the Offers. As of the date of the Acquisition
Agreement, the Verizon Selling Shareholders reported that they owned, in the
aggregate, 657,966,431 Series A shares of the Company, 74,752,002 Series V
Shares and 14,000 ADSs (the "Verizon ADSs") representing approximately 39.4% of
the total capital stock of the Company (collectively, the "Verizon Shares"). As
of such date, Vodafone Americas reported that it owned 303,326,053 Series A
Shares and 339,617,555 Series V Shares representing approximately 34.5% of the
total capital stock of the Company (collectively, the "Vodafone Shares").
In connection with the transactions contemplated by the Acquisition
Agreement, Vodafone Americas and the Verizon Selling Shareholders also entered
into an Escrow Agreement, dated as of June 12, 2003 (the "Escrow Agreement"), by
and among Purchasers, BAII, BALAH, BANZHI, Vodafone Americas and The Bank of New
York, a New York banking corporation (the "Escrow Agent"), pursuant to which
Vodafone Americas and the Verizon Selling Shareholders agreed to deposit the
Vodafone Shares and the Verizon Shares (other than the Verizon ADSs) in a
securities account for the benefit of the Escrow Agent. Each of Vodafone
Americas and the Verizon Selling Shareholders irrevocably appointed the Escrow
Agent as its attorney-in-fact and proxy to tender such securities into the
Mexican Offer. As promptly as practicable, but in no event more than two
business days after the commencement of the Offers, the Escrow Agent was
obligated to tender the Vodafone Shares and the Verizon Shares (other than the
Verizon ADSs) into the Mexican Offer.
Pursuant to the Escrow Agreement, the Purchasers also agreed to deposit
into escrow with the Escrow Agent an amount equal to $10 million, representing
the U.S. dollar equivalent of the aggregate consideration to be offered to the
holders of all of the issued and outstanding capital stock of the Company,
including the Series V Shares and ADSs held by the public shareholders. Promptly
following acceptance for purchase of all of the securities tendered in the
Offers, the Escrow Agent, upon instructions from the Purchasers, was obligated
to deliver the amounts necessary to pay for the tendered securities to the
depositaries for the Mexican Offer and the U.S. Offer.
In accordance with the Acquisition Agreement, each of Vodafone Americas
and Verizon Selling Shareholders tendered all of its holdings of capital stock
of the Company in the Mexican Offer and did not withdraw such shares. On July
28, 2003 the Mexican Offer expired and on July 29, 2003 the U.S. Offer expired,
and Movil accepted for payment all shares of the Company's capital stock validly
tendered
CUSIP No. 4005013100 Page 9 of 16
into the Offers and not withdrawn. Following the consummation of the Offers, the
Reporting Persons beneficially owned all of the shares of capital stock of the
Company previously owned by Vodafone Americas and the Verizon Selling
Shareholders. In addition, Vodafone Americas, the Verizon Selling Shareholders
and the Company terminated the Shareholders Agreement, dated March 30, 2001, by
and among the Company, the Verizon Selling Shareholders and Vodafone Americas
with effect from the consummation of the Offers.
The foregoing summary of the material provisions of the Acquisition
Agreement and the Escrow Agreement is qualified in its entirety by reference to
the respective agreements, copies of which are filed hereto as Exhibits 1 and 2,
respectively. Exhibits 1 and 2 are specifically incorporated herein by reference
in answer to this Item 4.
The purpose of the Offers was to enable the Reporting Persons to acquire
control of the Company.
In addition to the shares of capital stock acquired in the Offers, each of
Movil and Mr. Salinas has engaged in a series of open-market purchases on the
Mexican Stock Exchange, acquiring 253,500 and 4,319,270 shares of Common Stock,
respectively, as described in Item 5 below.
As set forth in the publicly-filed documents in connection with the
Offers, the Company is highly leveraged and has insufficient cash flow from
operations and cash on hand to meet its debt obligations. At this time, Movil
does not contemplate making any capital contribution to the Company.
The Reporting Persons are continually evaluating and reviewing their
present and future interests in and intentions with respect to the Company and
the Company's business affairs, financial position and prospects. Based on such
evaluation and review, general economic and industry conditions, and other
factors that the Reporting Persons deem relevant, the Reporting Persons may
consider from time to time various courses of action of the types described in
clauses (a) through (j) of Item 4 of Schedule 13D. Such actions may include,
among other things, the acquisition of Common Stock or ADSs through open market
purchases, privately negotiated transactions, tender offers, exchange offers, a
merger, a reorganization or other business combination transaction, or
otherwise, as applicable, or the Reporting Persons may sell all or a portion of
the Common Stock in privately negotiated transactions or in the open market, in
each case subject to the factors and conditions referred to above. In addition,
the Reporting Persons may formulate other purposes, plans or proposals regarding
the Company or any of its securities to
CUSIP No. 4005013100 Page 10 of 16
the extent deemed advisable in light of general investment and trading policies,
market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) As set forth above, pursuant to the Offers, Movil acquired 414,369,557
Series V shares, 961,292,484 Series A shares and 125,990 ADSs of the Company.
Subsequent to the consummation of the Offers, the Company completed the Exchange
pursuant to which all Series A shares and Series V shares (including those
underlying the ADSs) were exchanged, at a ratio of 20 (twenty) to 1 (one), for
shares of Common Stock of the Company. After the Exchange, the shares acquired
in the Offers represent 69,413,052 shares of Common Stock.
In addition to the shares acquired in the Offers, Movil has acquired
253,500 shares of Common Stock in a series of open-market purchases on the
Mexican Stock Exchange, as follows:
Price per share
Security Number of (in Mexican
Date of Purchase Purchased Shares Purchased Pesos)
-------------------------------------------------------------------------------
17-Feb-03 Common Stock 165,000 $19.880600
18-Feb-03 Common Stock 12,500 $19.816080
19-Feb-03 Common Stock 20,000 $19.300000
20-Feb-03 Common Stock 56,000 $18.577500
Mr. Salinas has acquired shares of Common Stock of the Company (at market
prices) in a series of open-market purchases on the Mexican Stock Exchange as
set forth below. After the Exchange, the shares acquired in such open-market
purchases represent 4,319,270 shares of Common Stock.
Price per share
Security Number of (in Mexican
Date of Purchase Purchased(1) Shares Purchased(1) Pesos)
--------------------------------------------------------------------------------
17-Jul-03 Series V 5,000,000 $0.399600
18-Jul-03 Series V 110,500 $0.397086
22-Jul-03 Series V 4,889,500 $0.458975
23-Jul-03 Series V 15,200,000 $0.507016
24-Jul-03 Series V 14,000,000 $0.564906
29-Jul-03 Series V 300,000 $0.440000
30-Jul-03 Series V 12,415,000 $0.499251
1-Aug-03 Series V 1,085,000 $0.520722
CUSIP No. 4005013100 Page 11 of 16
Price per share
Security Number of (in Mexican
Date of Purchase Purchased(1) Shares Purchased(1) Pesos)
--------------------------------------------------------------------------------
25-Aug-03 Series V 5,420,000 $0.563926
23-Sep-03 Series V 200,000 $0.768671
24-Sep-03 Series V 482,250 $0.768349
25-Sep-03 Series V 126,000 $0.775175
26-Sep-03 Series V 370,550 $0.778543
29-Sep-03 Series V 137,200 $0.778579
1-Oct-03 Series V 702,400 $0.814356
2-Oct-03 Series V 1,375,000 $0.861811
3-Oct-03 Series V 1,078,000 $0.872164
7-Oct-03 Series V 867,900 $0.862880
8-Oct-03 Series V 396,800 $0.867136
9-Oct-03 Series V 1,038,500 $0.861545
10-Oct-03 Series V 300,000 $0.858880
13-Oct-03 Series V 50,000 $0.870000
14-Oct-03 Series V 254,000 $0.867315
15-Oct-03 Series V 550,000 $0.870000
28-Oct-03 Series V 2,046,200 $0.866358
29-Oct-03 Series V 335,600 $0.892262
6-Nov-03 Series V 700,200 $1.049086
15-Dec-03 Series V 271,900 $1.000000
16-Dec-03 Series V 1,449,900 $1.000000
17-Dec-03 Common Stock 15,400 $18.929870
7-Jan-04 Common Stock 43,500 $20.000000
9-Jan-04 Common Stock 142,200 $19.804958
12-Jan-04 Common Stock 63,000 $19.476190
15-Jan-04 Common Stock 32,000 $16.234287
16-Jan-04 Common Stock 22,300 $17.000000
19-Jan-04 Common Stock 60,300 $17.000000
29-Jan-04 Common Stock 70,000 $14.982800
30-Jan-04 Common Stock 140,000 $14.831193
2-Feb-04 Common Stock 30,000 $15.094700
3-Feb-04 Common Stock 30,000 $15.388100
4-Feb-04 Common Stock 2,900 $15.896789
9-Feb-04 Common Stock 4,950 $16.947879
10-Feb-04 Common Stock 27,700 $17.832314
CUSIP No. 4005013100 Page 12 of 16
Price per share
Security Number of (in Mexican
Date of Purchase Purchased(1) Shares Purchased(1) Pesos)
--------------------------------------------------------------------------------
11-Feb-04 Common Stock 17,500 $17.990600
12-Feb-04 Common Stock 24,900 $18.999016
13-Feb-04 Common Stock 25,000 $19.505805
16-Feb-04 Common Stock 10,000 $19.500000
----------
(1) The Series V Shares were acquired by Mr. Salinas prior to the Exchange. In
the Exchange, such Series V Shares were exchanged, at a ratio of 20
(twenty) to 1 (one), for shares of Common Stock.
After the Exchange, each of Movil, Biper and Mr. Salinas may be deemed to
have sole power to direct the voting and disposition of the 69,666,552 shares of
Common Stock beneficially owned by them and Mr. Salinas has the sole power to
direct the voting and disposition of the additional 4,319,270 shares of Common
Stock that he owns directly. Based on calculations made in accordance with Rule
13d-3(d) and based on information provided by the Company that there are
93,101,240 shares of Common Stock outstanding as of February 29, 2004, the
Reporting Persons, collectively, beneficially own approximately 79.5% of the
issued and outstanding shares of Common Stock.
(b) Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in Item 2 hereof,
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the preceding 60 days.
(c) Not applicable.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material To Be Filed as Exhibits.
Exhibit 1: Acquisition Agreement, dated as of June 12, 2003, by and
among Biper, S.A. de C.V., Movil Access, S.A. de C.V., Bell
Atlantic International, Inc., Bell Atlantic Latin America
Holdings, Inc., Bell Atlantic New Zealand Holdings, Inc., and
Vodafone Americas B.V.
Exhibit 2: Escrow Agreement, dated as of June 12, 3003, by and among
Biper, S.A. de C.V., Movil Access, S.A. de C.V., Bell Atlantic
International,
CUSIP No. 4005013100 Page 13 of 16
Inc., Bell Atlantic Latin America Holdings, Inc., Bell
Atlantic New Zealand Holdings, Inc., Vodafone Americas B.V.
and The Bank of New York, as escrow agent.
Exhibit 3: Joint Filing Agreement, dated April 1, 2004, among (i)
Movil Access, S.A. de C.V., (ii) Biper, S.A. de C.V. and (iii)
Mr. Salinas.
CUSIP No. 4005013100 Page 14 of 16
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 1, 2004
MOVIL ACCESS, S.A. de C.V.
By: /s/ Mariluz Calafell Salgado
---------------------------------
Name: Mariluz Calafell Salgado
Title: Chief Financial Officer
BIPER, S.A. de C.V.
By: /s/ Mariluz Calafell Salgado
---------------------------------
Name: Mariluz Calafell Salgado
Title: Chief Financial Officer
/s/ Ricardo Benjamin Salinas Pliego
-------------------------------------
Ricardo Benjamin Salinas Pliego
CUSIP No. 4005013100 Page 15 of 16
ANNEX A
Executive Officers of Movil Access, S.A. de C.V.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Ricardo B. Salinas Pliego Corporate Executive Movil Access, S.A. de C.V.
President Av. Insurgentes
Mexican Sur 3696 y Calle Nueva
Colonia Pena Pobre
Mexico D.F. 14260
Pedro Padilla Longoria Corporate Executive Movil Access, S.A. de C.V.
Vice-President Av. Insurgentes
Mexican Sur 3696 y Calle Nueva
Colonia Pena Pobre
Mexico D.F. 14260
Carlos de la Garza Gonzalez Corporate Executive Movil Access, S.A. de C.V.
Chief Executive Officer Av. Insurgentes
Mexican Sur 3696 y Calle Nueva
Colonia Pena Pobre
Mexico D.F. 14260
Mariluz Calafell Salgado Corporate Executive Movil Access, S.A. de C.V.
Chief Financial Officer Av. Insurgentes
Mexican Sur 3696 y Calle Nueva
Colonia Pena Pobre
Mexico D.F. 14260
Executive Officers of Biper, S.A. de C.V.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Ricardo B. Salinas Pliego Corporate Executive Biper, S.A. de C.V.
Chairman and President Av. Insurgentes Sur No. 3696 y
Mexican Calle Nueva, Colonia Pena Pobre
Mexico, D.F. 14000
Pedro Padilla Longoria Corporate Executive Biper, S.A. de C.V.
Vice-President and Director Av. Insurgentes Sur No. 3696 y
Mexican Calle Nueva, Colonia Pena Pobre
Mexico, D.F. 14000
Carlos de la Garza Gonzalez Corporate Executive Biper, S.A. de C.V.
Chief Executive Officer Av. Insurgentes Sur No. 3696 y
Mexican Calle Nueva, Colonia Pena Pobre
Mexico, D.F. 14000
Mariluz Calafell Salgado Corporate Executive Biper, S.A. de C.V.
Chief Financial Officer Av. Insurgentes Sur No. 3696 y
Mexican Calle Nueva, Colonia Pena Pobre
Mexico, D.F. 14000
CUSIP No. 4005013100 Page 16 of 16
Except as otherwise disclosed elsewhere in this Schedule 13D, to the best
of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or securities
derivative thereof.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Common Stock or securities
derivative thereof.