FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2004
Commission File Number 3337776
TV Azteca, S.A. de C.V.
(Translation of registrant's name into English)
Periferico Sur, No. 4121, Col. Fuentes del Pedregal, 14141 Mexico D.F., Mexico
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________________________
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.
TV Azteca, S.A. de C.V.
-----------------------
(Registrant)
Date: April 16, 2004
By: /S/ OTHON FRIAS CALDERON
-----------------------------
Name: Othon Frias Calderon
Title: Attorney-in-fact
[logo of TV AZTECA]
TV AZTECA SHAREHOLDERS APPROVE US$55 MILLION
IN CASH DISTRIBUTIONS
--Shareholders also Approve Appointment of Three New Board Members--
FOR IMMEDIATE RELEASE
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MEXICO CITY, APRIL 15, 2004 - TV Azteca, S.A. de C.V. (NYSE: TZA; BMV:
TVAZTCA), one of the two largest producers of Spanish language television
programming in the world, announced that its Annual Ordinary Meeting of
Shareholders, held today at its corporate offices in Mexico City, approved
distributions to shareholders for an aggregate amount of US$55 million to be
paid during 2004. Of the total sum, US$52 million is planned to come from
capital reductions approved by the board of directors on February 24, and Ps.32
million (approximately US$3 million) from the company's preferred annual
dividends.
A payment of US$33 million is scheduled to be made on May 13, and
another of approximately US$22 million on November 11. Funds are expected to be
available to ADR holders on May 24 and on November 22, respectively.
The cash distributions are part of the company's ongoing plan to
allocate a substantial portion of TV Azteca's expected cash generation to reduce
the company's debt by approximately US$250 million, and to make cash
distributions to shareholders of over US$500 million by 2008.
Shareholders also approved the appointment of three new board members:
Francisco Murguia, as an independent director, and Mario San Roman and Francisco
Borrego, as internal board members.
Francisco Murguia (56) is a leading producer of commercials and
short-length films in Latin America. Mr. Murguia has been president of the
Mexican Association of Film Makers (AMFI), the National Counsel of Advertising
(CNP) and the Mexican Association of Advertising Agencies (AMAP).
Mario San Roman (46) is TV Azteca's Chief Operating Officer since 2002.
He joined TV Azteca in 1998, and was initially in charge of Azteca 13 network.
He was soon promoted to responsibilities that include the company's distribution
channels. His experiences, methods and approach to audience preferences have
been key in strengthening the company's programming decision processes. Mr. San
Roman holds a B.A. in communication and marketing studies from the Universidad
Iberoamericana. Mr. San Roman substitutes Jose Ignacio Morales, an esteemed
member of the board who passed away on February 15.
Francisco Borrego (39) has served as General Counsel and Legal Director
of the company since 1993. Mr. Borrego also serves on the board of directors of
Azteca Holdings. Mr. Borrego received a degree in law from the Escuela Libre de
Derecho.
With today's shareholders' approval, the company's board is comprised
of 13 members, from 11 directors within the prior structure. The proportion of
independent board members to total directors is 46%, above the regulatory 25%.
COMPANY PROFILE
TV Azteca is one of the two largest producers of Spanish language
television programming in the world, operating two national television networks
in Mexico, Azteca 13 and Azteca 7, through more than 300 owned and operated
stations across the country. TV Azteca affiliates include Azteca America
Network, a new broadcast television network focused on the rapidly growing US
Hispanic market, and Todito.com, an Internet portal for North American Spanish
speakers.
Except for historical information, the matters discussed in this press
release are forward-looking statements and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Risks that may affect TV Azteca are identified in its Form 20-F and
other filings with the US Securities and Exchange Commission.
INVESTOR RELATIONS:
Bruno Rangel Omar Avila
5255 3099 9167 5255 3099 0041
jrangelk@tvazteca.com.mx oavila@tvazteca.com.mx
MEDIA RELATIONS:
Tristan Canales Daniel McCosh
5255 3099 5786 5255 3099 0059
tcanales@tvazteca.com.mx dmccosh@tvazteca.com.mx