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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
December 30, 2002
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BBVA Banco Frances S.A.
(Exact name of registrant as specified in its charter)
BBVA Banco Frances S.A.
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(Translation of registrant's name into English)
Reconquista 199, 1006
Buenos Aires, Argentina
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F [_]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form 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): N/A
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BBVA Banco Frances S.A.
TABLE OF CONTENTS
Item
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1. Letter to the Comision Nacional de Valores dated December 27, 2002
regarding the Public Offering for the Subscription of 209,631,892
Shares of Common Stock
SIGNATURE
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.
BBVA Banco Frances S.A.
Date: December 30, 2002 By: /s/ Maria Elena Siburu de Lopez Oliva
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Name: Maria Elena Siburu de Lopez Oliva
Title: Investor Relations Manager
Item 1
BANCO FRANCES IS NOT OFFERING ITS SHARES TO PERSONS IN THE UNITED STATES. ANY
SECURITIES OF BANCO FRANCES THAT MAY BE DELIVERED IN THE OFFERING WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS.
THIS REPORT ON FORM 6-K HAS BEEN FURNISHED TO THE SECURITIES AND EXCHANGE
COMMISSION TO COMPLY WITH ITS REQUIREMENTS. COPIES OF THIS REPORT ON FORM 6-K
ARE NOT BEING MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR INTO OR MADE
AVAILABLE IN THE UNITED STATES. PERSONS RECEIVING THIS DOCUMENT (INCLUDING
CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT DISTRIBUTE OR SEND SUCH DOCUMENTS
OR ANY RELATED DOCUMENTS IN, INTO OR FROM THE UNITED STATES.
Buenos Aires, December 27, 2002
Messrs.
Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange)
Buenos Aires City
Messrs.
Comision Nacional de Valores (Argentine Securities Commission)
25 de mayo 175, 3er. Piso
Buenos Aires City
Ref.: BBVA Banco Frances S.A. Public Offering for the
Subscription of 209,631,892 Shares of Common Stock
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Dear Sirs:
The purpose of this letter is to advise you that the preferred
subscription period established for exercising preferential rights and
increasing the holding of New Shares ended on December 26, 2002.
Pursuant to the issuance conditions of the New Shares, 158,361,439 New
Shares have been subscribed and paid in upon exercising the preferential right,
which left a remainder of 51,270,453 New Shares. In addition, requests have
been received to increase shareholdings by135,101 New Shares, all of which will
be allocated because the amount requested is below the remainder indicated
above. According to the issuance conditions the new shares subscribed by
exercising the right to increase are to be paid in through December 31, 2002.
Below we set out in detail how the New Shares subscribed by exercising
the Preferential Right have been paid in:
(i) 77,494,904 New Shares with a loan granted by Banco Bilbao Vizcaya
Argentaria, S.A. to BBVA Banco Frances S.A. for a nominal value
(principal amount plus interest accrued as of
Dec.16, 2002) of US$ 80,874,042.25 equivalent to $ 278,206,704.40
by conversion at the exchange rate of $ 3.44 per US$;
(ii) 72,374,150 New Shares with Subordinated Corporate Bonds maturing on
March 31, 2005 (issued by BBVA Banco Frances S.A. for a nominal
value of U$S 130,000,000 equivalent to $ 259,823,200 by conversion
at the price of US$ 58.10 for each US$ 100 nominal value and at the
Exchange Rate of $3.44 for each US$;
(iii) 8,492,385 New Shares for cash equivalent to $30,487,662.15.
(iv) information regarding the paid in shares subscribed by increasing
the shareholding will be made public after the paying in is
completed.
We also report that we will ask the National Securities Commission (CNV)
and the Buenos Aires Stock Exchange to revoke their authorization of the shares
not subscribed by exercising the preferential rights and by increasing the
shareholding, as well as the excess up to the maximum amount of 1,250,000,000
authorized for public offering and of 209,631,892 for listing.
Pursuant to the issuance conditions, we hereby ask you to duly publish
this information.
Very truly yours,
BBVA BANCO FRANCES S.A.