Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of May, 2003 Commission File Number 1-12090
GRUPO RADIO CENTRO, S.A. de C.V.
(Translation of Registrant's name into English)
Constituyentes 1154, Piso 7
Col. Lomas Altas, Mexico D.F. 11954
(Address of principal office)
(Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) 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 information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
(Check One) Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b). 82-___.)
Grupo Radio Centro, S.A. de C.V.
TABLE OF CONTENTS
This Form 6-K contains the following:
Sequential
Page
Item Number
---- ------
1. Notice of a meeting of holders of Non-Redeemable Ordinary
Participation Certificates representing Series "A" Common
Shares of Grupo Radio Centro, S.A. de C.V. ("CPOs") to
be held on May 19, 2003........................................ 1
2. Second notice of a meeting of holders of CPOs to be held on
May 19, 2003................................................... 3
3. Summary of meeting of holders of CPOs held on May 19, 2003....... 5
NOTICE OF MEETING
BANCO INTERNACIONAL, S.A., DIVISION FIDUCIARIA
GENERAL MEETING OF HOLDERS OF NON-REDEEMABLE ORDINARY PARTICIPATION
CERTIFICATES REPRESENTING SERIES "A" COMMON
SHARES OF GRUPO RADIO CENTRO, S.A. DE C.V.
In accordance with the trust agreement number 899-8 dated May 24, 1993,
and its amendment dated July 24, 1996, among Nacional Financiera, S.N.C.,
Direccion de Fideicomisos ("Nafin"), BBVA Bancomer, S.A., Institucion de Banca
Multiple, Grupo Financiero BBVA Bancomer, Division Fiduciaria and Grupo Radio
Centro, S.A. de C.V. ("RC Trust"), pursuant to which the non-redeemable ordinary
participation certificates representing Series "A" Common Shares of Grupo Radio
Centro, S.A. de C.V. (the "CPOs") were issued and with section 7 of Article
228-R of the Ley General de Titulos y Operaciones de Credito (the "General Law
of Negotiable Instruments and Credit Transactions"), Banco Internacional, S.A.,
Institucion de Banca Multiple, Grupo Financiero Bital, Division Fiduciaria, in
its capacity as Common Representative, hereby summons the holders of the
aforementioned certificates to a general meeting to take place on May 19, 2003,
at 9:30 a.m., at the domicile of the Common Representative, at Paseo de la
Reforma No. 156, tenth floor, Col. Juarez, 06600, Mexico, D.F., to address the
issues included in the following:
Agenda
------
I. Proposal to substitute Nafin as trustee of the RC Trust and to appoint
GE Capital Bank, S.A., Institucion de Banca Multiple, GE Capital Grupo
Financiero, Division Fiduciaria ("GE Capital") in its place, in
addition to partially amending the RC Trust, particularly regarding the
extension of its term and exchange procedures for the CPOs.
II. Proposal to amend the minutes relating to the issuance of the CPOs, as
a result of the resolutions adopted pursuant to item one of the agenda.
III. Appointment of delegates for performing and formalizing the resolutions
adopted in this meeting.
IV. Drafting, review and approval, as the case may be, of the minutes
corresponding to this meeting.
In accordance with the terms of Article 221 of the General Law of
Negotiable Instruments and Credit Transactions, as a requirement to have the
right to attend the meeting, the holders must deliver to the Common
Representative, by no later than the day prior to the date of the meeting, at
the Common Representative's official domicile, the corresponding deposit
certificate issued by S.D. Indeval, Sociedad para el Deposito de Valores. Upon
delivery of such deposit certificates, the Common Representative will deliver to
the holders an admission card. Securities firms and other institutions that have
deposit accounts with the S.D. Indeval, Sociedad para el Deposito de Valores,
are required to prepare a list containing the name, address, nationality and
number of deposit certificates owned by each of the holders that they represent
at the meeting.
Mexico City, April 30, 2003.
/s/ Eduardo Azcoitia Moraila
----------------------------
Common Representative
Banco Internacional, S.A.,
Institucion de Banca Multiple
Grupo Financiero Vital
Division Fiduciaria
Mr. Eduardo Azcoitia Moraila, Esq.
Delegado Fiduciario y Representante
SECOND NOTICE OF MEETING
BANCO INTERNACIONAL, S.A., DIVISION FIDUCIARIA
GENERAL MEETING OF HOLDERS OF NON-REDEEMABLE ORDINARY
PARTICIPATION CERTIFICATES REPRESENTING SERIES A COMMON
SHARES OF GRUPO RADIO CENTRO, S.A. DE C.V.
If the quorum required by Article 220 of the Ley General de Titulos y
Operaciones de Credito (the "General Law of Negotiable Instruments and Credit
Transactions") to legally install the general meeting of holders of
non-redeemable ordinary participation certificates representing Series "A"
Common Shares of Grupo Radio Centro, S.A. de C.V. ("CPOs"), called by the
undersigned through notice dated April 30, 2003, pursuant to the corresponding
publication, was not achieved, in accordance with the trust agreement number
899-8 dated May 24, 1993, and its amendment dated July 24, 1996, among Nacional
Financiera, S.N.C., Direccion de Fideicomisos ("Nafin"), BBVA Bancomer, S.A.,
Institucion de Banca Multiple, Grupo Financiero BBVA Bancomer, Division
Fiduciaria, and Grupo Radio Centro, S.A. de C.V. ("RC Trust"), and section 7 of
Article 228-R of the General Law of Negotiable Instruments and Credit
Transactions, Banco Internacional, S.A., Institucion de Banca Multiple, Grupo
Financiero Bital, Division Fiduciaria, the undersigned, in its capacity as
Common Representative, hereby, and for the second time, summons such holders to
a general meeting that, if the above-mentioned requirement of Article 220 was
not achieved pursuant to the first notice of meeting, will take place on May 19,
2003, at 10:00 a.m., at the official domicile of the Common Representative, at
Paseo de la Reforma No. 156, tenth floor, Col. Juarez, 06600, Mexico, D.F., to
address the issues included in the following:
Agenda
------
IV. Proposal to substitute Nafin as trustee of the RC Trust and to appoint
GE Capital Bank, S.A., Institucion de Banca Multiple, GE Capital Grupo
Financiero, Division Fiduciaria ("GE Capital") in its place, in
addition to partially amending the RC Trust, particularly regarding the
extension of its term and exchange procedures for the CPOs.
V. Proposal to amend the minutes relating to the issuance of the CPOs, as
a result of the resolutions adopted pursuant to item one of the agenda.
VI. Appointment of delegates for performing and formalizing the resolutions
adopted in this meeting.
IV. Drafting, review and approval, as the case may be, of the minutes
corresponding to this meeting.
In accordance with the terms of Article 221 of the General Law of
Negotiable Instruments and Credit Transactions, as a requirement to have the
right to attend the meeting, the holders must deliver to the Common
Representative, by no later than the day prior to the date of the meeting, at
the Common Representative's official domicile, the corresponding deposit
certificate issued by S.D. Indeval, Sociedad para el Deposito de Valores. Upon
delivery of such deposit certificates, the Common Representative will deliver to
the holders an admission card. Securities firms and other institutions that have
deposit accounts with the S.D. Indeval, Sociedad para el Deposito de Valores,
are required to prepare a list containing the name, address, nationality and
number of deposit certificates owned by each of the holders that they represent
at the meeting.
Mexico City, April 30, 2003.
/s/ Eduardo Azcoitia Moraila
----------------------------
Common Representative
Banco Internacional, S.A.,
Institucion de Banca Multiple
Grupo Financiero Vital
Division Fiduciaria
Mr. Eduardo Azcoitia Moraila
Delegado Fiduciario y Representante
SUMMARY OF GENERAL MEETING OF HOLDERS OF NON-REDEEMABLE
ORDINARY PARTICIPATION CERTIFICATES REPRESENTING SERIES
"A" COMMON SHARES OF GRUPO RADIO CENTRO, S.A. DE C.V.
First Resolution: It is approved to implement the procedures in the form and
terms outlined in the preceding sub-paragraphs A to H, inclusive, in addition to
continuing with the necessary legal procedures for such purpose, in particular,
the attainment of corresponding authorizations from the RC Trust's Technical
Committee (Comite Tecnico del Fideicomiso RC), from the CNBV and the DGIE, with
the understanding that the changes in the structure and integration of the
Trust's Technical Committee pursuant to the project modification agreement
attached as Exhibit "C" will be in effect until the formalization of such
modification agreement.
Second Resolution: It is approved to amend and integrate in the form of
certified true copies the issuance minutes of the CPO's RC dated June 29, 1993
(with its amendment dated July 25, 1996) and July 24, 1996 pursuant to the
plan attached to this act as Exhibit "D", once the RC Trust modification
agreement referred to in the first matter of today's agenda has been formalized
in the form and terms outlined in the preceding paragraph, with the
participation of the Common Representative and the CNBV before the notary public
elected by GE Capital.
Third Resolution: Pursuant to article 228-R, paragraph 7, of the General Law of
Securities and Credit Operations, it is approved that Mr. Francisco Aguirre
Gomez, Carlos Aguirre Gomez, Pedro Beltran Nasr, Alfredo Azpeitia Mera, Alvaro
Fajardo de la Mora, Adolfo Acosta Noriega y Alejandro Sepulveda de la Fuente,
jointly or separately, as special delegates, will take the necessary actions to
formalize and make effective the agreement adopted by the assembly, being also
authorized, jointly or separately, to appear before to the respective
authorities with such purpose, particularly before the CNBV and the DGIE.
Fourth Resolution: Having addressed all matters on today's agenda and having no
other matters to discuss, it was resolved to suspend the session for a brief
recess to draft the current minutes, which were approved by unanimous vote,
signed by the president, the secretary and the record keeper.
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.
Grupo Radio Centro, S.A. de C.V.
(Registrant)
Date: May 22, 2003 By: /s/ Pedro Beltran Nasr
----------------------
Name: Pedro Beltran Nasr
Title: Chief Financial Officer