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
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(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.
ANNUAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
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SUMMARY OF THE RESOLUTIONS ADOPTED IN THE ANNUAL ORDINARY AND EXTRAORDINARY
SHAREHOLDERS' MEETING
FIRST RESOLUTION - It was resolved to approve the report presented by the
Administrative Council, the consolidated and individually audited financial
statements of Grupo Radio Centro, S.A de C.V. and its subsidiaries, Inmobiliaria
Radio Centro, S.A. de C.V., Radio Centro Publicidad, S.A. de C.V., Universal de
Muebles e Inmuebles, S.A. de C.V., GRC Publicidad, S.A. de C.V. and GRC Medios,
S.A. de C.V., as well as the report of the record keeper, all of which are dated
as of December 31, 2002.
SECOND RESOLUTION - It was resolved to grant the council, record keeper and
employees of the company the most extensive possible release in accordance with
the activities carried out by the company in the period concluded on December
31, 2002.
THIRD RESOLUTION - It was resolved that, from the net profits of the company for
the period ended December 31, 2002, which were $2,164,058.00, the amount of
$108,203.00 shall be used to increase legal reserves and that the remaining
balance of $2,055,855.00 shall remain in the profit account pending future use.
FOURTH RESOLUTION - It was resolved to ratify the following individuals
mentioned below as members of the Administrative Council, Executive Committee
and Audit Committee and as record keeper:
ADMINISTRATIVE COUNCIL
----------------------
OWNERS SUBSTITUTE
- ------ ----------
Francisco Aguirre Gomez (President) Francisco Aguirre Cranz
Maria Esther Aguirre Gomez (Vice-president) Jose Luis Rodriguez Ibarra
Ana Maria Aguirre Gomez Rafael Marquez Aguirre
Maria Adriana Aguirre Gomez (Vice-president) Juan Jose San Millan Casillas
Carlos Aguirre Gomez Sofia Aguirre Corcuera
Rafael Aguirre Gomez Mercedes de la Torre Grillot
Jose Manuel Aguirre Gomez Ernesto Aguilar Jaime
Pedro Beltran Nasr Arturo Yanez Flores
Sergio Nino Mayaudon Alvaro Fernando Fajardo de la Mora
Thomas Harold Raymond Moffet Nicholas Michael Graves
Luis de la Fuente Baca Javier Becerra Hernandez
Jose Raymundo Leal Marquez Jorge Altschuler Castro
Mrs. Maria Esther Gomez de Aguirre shall be ratified as honorary
life-long president of the Administrative Council, without being a member of the
council.
Mr. Alejandro Sepulveda de la Fuente and Mr. Antonio Ambrosi Herrera
shall be ratified as secretary and substitute secretary of the Administrative
Council, respectively, both without being members of council.
EXECUTIVE COMMITTEE
-------------------
Francisco Aguirre Gomez (President)
Maria Esther Aguirre Gomez
Ana Maria Aguirre Gomez
Maria Adriana Aguirre Gomez
Carlos Aguirre Gomez
Rafael Aguirre Gomez
Jose Manuel Aguirre Gomez (Vice-president)
AUDIT COMMITTEE
---------------
Luis de la Fuente Baca (President)
Thomas Harold Raymond Moffet
Jose Manuel Aguirre Gomez
RECORD KEEPER
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C.P. Alejandro Martinez Correro Owner
C.P. Patricio Montiel Flores Substitute
FIFTH RESOLUTION - It was resolved that the compensation for the members of the
Administrative Council and the Executive Committee shall not be increased. For
the members of the Audit Committee, a payment equivalent to the amount received
for attending a session of the Council was proposed and in case the meeting
lasts more than four hours, an additional payment shall be added. For the
members who shall have to travel by plane, the costs of the flight and
reasonable expenses incurred for the trip shall be paid, as well a payment
equivalent to that received for attending a session of the Council for time
traveled.
SIXTH RESOLUTION - It is resolved to continue the corresponding actions to
implement the procedures as explained by the president of the assembly and which
are described in paragraphs A through H:
A. That Nafin shall be substituted as trustee of the RC Trust, designating in
its place GE Capital Bank, S.A., Institucion de Banca Multiple, GE Capital Grupo
Financiero, Division Fiduciaria ("GE Capital") with the goal that GE Capital
would oversee the RC Trust, consequently exchanging the shares issued originally
in favor of Nafin for shares issued in favor of GE Capital.
B. To prolong the life of the RC Trust for twenty (20) more years starting June
29, 2003.
C. To modify the integration of the Technical Committee of the RC Trust.
D. That GE Capital, as trustee of the RC Trust, shall implement no later than
June 29, 2003, with the participation of the common representative of the
holders of the CPOs ("CPO's RC"), the withdrawal and cancellation of those CPOs
belonging to Mexican holders, and the delivery to said holders of those
corresponding shares by means of Indeval.
E. That rather than hold the shares issued with respect to those CPOs owned by
foreign holders in the master trust of neutral investments of Nafin, and
exchange prior CPOs for the new CPOs to be issued by the master trust starting
on June 29, 2003, that said CPOs shall be kept as assets of the RC Trust.
F. That the shares representing up to 73.5% of the capital stock of Radio Centro
shall be kept as assets of the RC Trust, with the understanding that the maximum
number of CPOs that can be issued by the trustee shall be equal to the
aforementioned 73.5% of the capital stock of Radio Centro, which shall only be
kept by foreign holders, directly or through ADSs, starting on June 29, 2003,
being noteworthy that GE Capital, in its function as trustee, would vote those
trust shares in the same manner as that in which the majority of the capital
stock of Radio Centro is voted.
G. That consequently the RC Trust shall be modified in accordance with the plan
of the modifying agreement attached to these minutes.
H. That in order to implement and finalize the aforementioned procedures the
following actions shall be carried out:
a. That the National Banking and Securities Commission ("CNBV") and General
Office of Foreign Investment, depending on the Secretary of the Economy
("DGIE"), shall grant in due course the corresponding authorizations in
accordance with the applicable legal ordinances.
b. That this general meeting of Radio Centro stockholders shall approve the
aforementioned actions and, in particular, the exchange of the shares that
correspond to the shares in favor of GE Capital.
c. That the meeting of shareholders of CPOs shall approve the aforementioned
actions, including the modification of the corresponding offering document,
in addition to all necessary legal procedures for such purpose in Mexico as
well as in the United States of America, with the attendance and consent of
the common representative.
d. That the Technical Committee of the RC Trust shall approve the
aforementioned actions.
e. That the RC Trust modifying agreement attached to these minutes shall be
finalized, in the terms eventually authorized by the CNBV, the DGIE, the
meeting of CPO shareholders and the Technical Committee of the RC Trust.
f. That GE Capital, as trustee of the RC Trust, shall implement no later than
June 29, 2003, with the participation of the CPO's RC, the withdrawal and
cancellation of those CPOs belonging to Mexican holders, and the delivery
to said holders of those corresponding shares by means of Indeval. To this
effect, Radio Centro shall issue new shares representing those shares held
by Mexican holders.
g. That, consequently, the registry corresponding to the RC Trust in the
Federal Registry of Foreign Investment shall be updated.
SEVENTH RESOLUTION - It was resolved to arbitrarily designate as special
delegates any of the individuals Francisco Aguirre Gomez, Carlos Aguirre Gomez,
Alvaro Fajardo de la Mora, Alfredo Azpeitia Mera, Adolfo Acosta Noriega and
Alejandro Sepulveda de la Fuente, so that they may carry out all necessary
actions, including those before the relevant authorities, in particular the CNBV
and the DGIE, to implement any proceeding, as well as any other necessary
related action in the United Mexican States.
EIGHTH RESOLUTION - It was agreed that for the implementation of the
aforementioned actions, any of people cited above shall have the powers
stipulated in Articles 2554 (two thousand five hundred and fifty-four), 2587
(two thousand five hundred and eighty-seven) and 2593 (two thousand five hundred
and ninety-three) of the Federal Civil Code and article 9 (nine) of the General
Law of Securities and Credit Operations of the United Mexican States, with all
general and special powers granted to them in accordance with the law.
NINTH RESOLUTION - It was resolved to partially amend the by-laws of the company
in accordance with the plan attached to these minutes with the objective of
complying with the general ordinances applicable to issuers of securities and
other participants in the securities market, published by the CNBV in the March
19, 2003 edition of the Diario Oficial de la Federacion, and to approve the
certified true copy of the by-laws according to the same plan and to provide
said certified true copy to the CNBV, the Mexican Stock Exchange and investors.
TENTH RESOLUTION - It was resolved to designate as special delegates to this
meeting the individuals Carlos Aguirre Gomez, Alvaro Fernando Fajardo de la
Mora, Alejandro Sepulveda de la Fuente y Adolfo Acosta Noriega, so that any of
them, arbitrarily, can appear as necessary before the notary public of his
choosing to request and grant the total or partial authentication of these
minutes, and additionally give notice, obtain permission and carry out the steps
necessary to ensure the execution and validity of the resolutions enacted in
this meeting.
ELEVENTH RESOLUTION - It was resolved to draft these minutes, which were
approved prior to their reading, as executed and rendered official by the
president, secretary and record keeper.
ERROR:
SAYS:
Shareholder
Bancomer, S.A. Fiduciary of the Trust
F/29307-6 represented by Mr. Adolfo Acosta Noriega
SHOULD SAY:
BBVA
Bancomer, S.A., Fiduciary of the Trust
F/29307-6 represented by Mr. Adolfo Acosta Noriega
ERROR:
SAYS:
Executive Committee
Ana Maria Aguirre Gomez (President)
SHOULD SAY:
Executive Committee
Francisco Aguirre Gomez (President)
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 27, 2003 By: /s/ Pedro Beltran Nasr
----------------------------
Name: Pedro Beltran Nasr
Title: Chief Financial Officer