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

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 Bursátil 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.