As Filed with the Securities and Exchange Commission on August 18, 2006. Registration No. 333-7480
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
INDUSTRIAS BACHOCO, S.A. DE C.V.
(Exact name of issuer of deposited securities as specified in its charter)
Bachoco Industries
(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
Telephone (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, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Peter B. Tisne
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. [ ]
____________________
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
(1) Name and address of Depositary | Introductory Paragraph |
(2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt - upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Paragraphs (15) and (16) |
(iii) The collection and distribution of dividends | Paragraphs (12), (14) and (15) |
(iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (11), (15) and (16) |
(v) The sale or exercise of rights | Paragraph (13) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (12) and (17) |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (20) and (21) |
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts | Paragraph (11) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (6) and (8) |
(x) Limitation upon the liability of the Depositary | Paragraphs (13) and (18) |
(3) Fees and Charges | Paragraph (7) |
Item 2. Available Information
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
2(b) Statement that Industrias Bachoco, S.A. de C.V. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission | Paragraph (11) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(a) Form of Amended and Restated Deposit Agreement (including the form of American Depositary Receipt), dated as of __________, 2006, among Industrias Bachoco, S.A. de C.V. (the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each Owner and Beneficial Owner from time to time of American Depositary Receipts ("ADRs") issued thereunder. – Filed herewith as Exhibit 1.
(b) Form of letter dated __________, 1997, from the Depositary to the Issuer, relating to the Pre-release of American Depositary Receipts. – Filed previously.
(d) Opinion of Sullivan & Cromwell, counsel for the Depositary, as to the legality of the securities being registered. – Filed previously.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the Issuer which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York, on behalf of the legal entity created by the Amended and Restated Deposit Agreement, dated as of __________, 2006, among Industrias Bachoco, S.A. De C.V., The Bank of New York, as Depositary, and each Owner and Beneficial Owner of an American Depositary Receipt issued thereunder 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 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 August 18, 2006.
By:THE BANK OF NEW YORK,
as Depositary
By: /s/ Allen R. Murray
Name: Allen R. Murray
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Celaya, Mexico on July 27, 2006.
INDUSTRIAS BACHOCO, S.A. DE C.V.
By:
/s/ Cristóbal Mondragón Fragoso
Name: Cristóbal Mondragón Fragoso
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed by the following persons in the capacities indicated on July 27, 2006.
Name
Title
/s/ Cristóbal Mondragón Fragoso
Chief Executive Officer
Cristóbal Mondragón Fragoso
(principal executive officer)
and Secretary of The Board of Directors
/s/ Daniel Salazar Ferrer
Chief Financial Officer
Daniel Salazar Ferrer
(principal financial
and accounting officer)
/s/ Francisco Javier R. Bours Castelo
Chairman of the Board of Directors
Francisco Javier R. Bours Castelo
/s/ Mario Javier Robinson Bours Almada
Proprietary Shareholder Director
Mario Javier Robinson Bours Almada
/s/ Juan Bautista S. Robinson Bours Almada
Proprietary Shareholder Director
Juan Bautista S. Robinson Bours Almada
/s/ Jesús Enrique Robinson Bours Muñoz
Proprietary Shareholder Director
Jesús Enrique Robinson Bours Muñoz
/s/ Jesús Rodolfo Robinson Bours Muñoz
Proprietary Shareholder Director
Jesús Rodolfo Robinson Bours Muñoz
/s/ Arturo Bours Griffith
Proprietary Shareholder Director
Arturo Bours Griffith
/s/ Octavio Robinson Bours Griffith
Proprietary Shareholder Director
Octavio Robinson Bours Griffith
/s/ Ricardo Aguirre Borboa
Independent Director
Ricardo Aguirre Borboa
/s/ Avelino Fernández Salido
Independent Director
Avelino Fernández Salido
/s/ Humberto Schwarzbeck Noriega
Independent Director
Humberto Schwarzbeck Noriega
PUGLISI & ASSOCIATES
Authorized Representative in the United States.
By:/s/ Donald J. Puglisi
Donald J. Puglisi
INDEX TO EXHIBITS
ExhibitNumber | ||
1 | Amended and Restated Deposit Agreement, dated as of ___________, 2006, among the Issuer, the Depositary and each Owner and Beneficial Owner from time to time of ADRs issued thereunder. | |