As filed with the Securities and Exchange Commission on June 21, 2005.
Registration No. 333-11900
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts of
GRUPO IUSACELL, S.A. DE C.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
United Mexican States
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[x] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
EMM-792547_1
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
- # -
192688_3
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13, 15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15, 16
and proxy soliciting material
and 18
(v)
The sale or exercise of rights
Articles number 12, 13, 15, 17 and 18
(vi)
The deposit or sale of securities
Articles number 3, 9, 10,
resulting from dividends, splits
and 24
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6, 8
or withdraw the underlying securities
and 22
(x)
Limitation upon the liability
Articles number 14, 18 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
192688_3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of July 6, 1999, as amended and restated as of May 12, 2003, and as amended and restated as of _______, 2003, among Grupo Iusacell, S.A. de C.V., The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed previously.
b.
Letter agreement between Grupo Iusacell, S.A. de C.V. and The Bank of New York relating to pre-release activities. – Filed previously.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466 - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
Previously filed.
192688_3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 20, 2005.
Legal entity created by the agreement for the issuance of American Depositary Receipts for common shares, without expression of par value, of Grupo Iusacell, S.A. de C.V.
By:
The Bank of New York,
As Depositary
By: /s/ Allen Murray
Allen Murray
Managing Director
192688_3
Pursuant to the requirements of the Securities Act of 1933, Grupo Iusacell, S.A. de C.V. has caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Mexico City, Mexico on June 20, 2005.
GRUPO IUSACELL, S.A. DE C.V.
By: /s/ Gilardo Lara Bayón
Name: Gilardo Lara Bayón
Title: Chief Accounting Officer
By: /s/ Fernando J. Cabrera García
Name: Fernando J. Cabrera García
Title: General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2005.
/s/ Gustavo Guzmán Sepúlveda
Chief Executive Officer and Director
Gustavo Guzmán Sepúlveda
(principal executive officer)
/s/ José Luis Riera Kinkel
Chief Financial Officer and Director
José Luis Riera Kinkel
(principal financial officer)
/s/ Gilardo Lara Bayón
Chief Accounting Officer
Gilardo Lara Bayón
(principal accounting officer)
_______________________________
Chairman of the Board of Directors
Ricardo Benjamín Salinas Pliego
_______________________________
Vice Chairman of the Board of Directors
Pedro Padilla Longoria
/s/ Luis Jorge Echarte Fernández
Director
Luis Jorge Echarte Fernández
/s/ Joaquin Arrangoiz Orvañanos
Director
Joaquin Arrangoiz Orvañanos
/s/ Gonzalo Brockman Garcia
Director
Gonzalo Brockman Garcia
_______________________________
Director
Marcelino Gómez Velasco Sanromán
_______________________________
Director
Manuel Rodríguez de Castro
/s/ Fernando J. Cabrera García
General Counsel
Fernando J. Cabrera García
/s/ Greg Lavelle
Authorized representative in the United States
Greg Lavelle
Puglisi & Associates
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INDEX TO EXHIBITS
Exhibit
Letter
Exhibit
5
Certification under Rule 466.
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