New Grupo Iusacell Files Registration Statements With The Securities and Exchange Commission

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New Grupo Iusacell Files Registration Statements With
The Securities and Exchange Commission

  • New Grupo Iusacell will offer its new series V ADSs in
    exchange for all Old Iusacell D and L ADSs

  • New Grupo Iusacell and its principal shareholders will offer 12.5 million series V ADSs

June 28, 1999


Howard F. Zuckerman
Executive VP and CFO

Ian C. Muir
Director of Investor Relations

MEXICO CITY -- Nuevo Grupo Iusacell, S.A. de C.V.
("New Iusacell") announced that it filed two registration statements
today with the Securities and Exchange Commission. The first relates to an
exchange and rights offering and the second relates to a share offering. These
filings are the latest steps of the restructuring plan announced by Grupo Iusacell,
S.A. de C.V. ("Old Iusacell") in the third quarter of 1998. J.P.
Morgan & Co. is the dealer manager and solicitation agent for the exchange and
rights offering, and lead manager for the share offering. Warburg Dillon Read
and Lehman Brothers are co-managers for the share offering.

EXCHANGE OFFER -- New Iusacell was formed in August 1998 by the
principal shareholders of Old Iusacell, Bell Atlantic Corporation and the Peralta
Group, for the express purpose of conducting the exchange offer. New Iusacell
is offering to exchange its full-voting series V ADSs for all series D and L ADSs
of Old Iusacell. The exchange will take place on a one-for-one basis.

RIGHTS OFFERING -- New Iusacell is also offering the right to purchase
additional New Iusacell series V ADSs at a ratio of 0.194115 series V ADSs for
every Old Iusacell series D or L ADS tendered in the exchange offer. The rights
offering is available only to shareholders of Old Iusacell who tender in the
exchange offer. The subscription price is US $7.00 per series V ADS. New
Iusacell intends to offer 2,241,972 series V ADSs in the rights offering.

SHARE OFFERING -- The share offering will consist of 12,500,000 series V
ADSs. Of this total, New Iusacell will offer 2,000,000 ADSs and its two
principal shareholders, Bell Atlantic and the Peralta Group, will offer 10,500,000
ADSs. Bell Atlantic will maintain management control of Iusacell. The offering
price of the New Iusacell series V ADSs will be referenced to the New York
Stock Exchange trading price of the Old Iusacell ADSs.

New Iusacell expects the exchange and rights offering to be launched on or
about July 1, 1999.

New Iusacell has also filed applications for these offers with the Mexican
Comision Nacional Bancaria y de Valores. In Mexico, these offers will be made
in shares, not ADSs. New Iusacell intends to list the series V shares on the Bolsa
Mexicana de Valores. Grupo Bursatil Mexicano will act as dealer manager and
solicitation agent for the exchange and rights offering in Mexico and the lead
manager for the share offering in Mexico.

Each New Iusacell series V ADS represents 10 series V shares of New Iusacell
common stock.


Prospectuses meeting the requirements of the Securities Act of 1933 may be
obtained from J.P. Morgan & Co. at 60 Wall Street, New York, NY 10260.
Registration statements relating to these offerings have been filed with the
Securities and Exchange Commission but have not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time the
registration statements become effective. This press release does not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. An offer may be made only by means of a prospectus meeting the
requirements of the Securities Act of 1933.


New Iusacell was organized as a limited liability stock under the laws of Mexico
on August 6, 1998. New Iusacell will hold the capital stock of Old Iusacell that
it receives as a result of the exchange offer described in this press release.

Grupo Iusacell is a leading independent telecommunications company in
Mexico. It is the wireless cellular service provider in four of Mexico's nine
regions in the central portion of Mexico (including Mexico City) covering a total
of 67 million POPs, representing approximately 69% of the country's total
population. Since February 1997, Grupo Iusacell has been under the
management and operating control of Bell Atlantic Corporation which owns,
through subsidiaries, 47% of its capital stock.

Note: This press release contains statements about expected future events and
financial results that are forward-looking statements and subject to risks and
uncertainties. For those statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. Discussion of factors that may affect future results is contained in
our filings with the Securities and Exchange Commission.

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