As filed with the U.S. Securities and Exchange Commission on November 3, 2010
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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Compañía Cervecerias Unidas, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
United Breweries Company, Inc.
(Translation of issuer's name into English)
Republic of Chile
(Jurisdiction of Incorporation or organization of Issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York, New York 10005-1401
Tel. No.: (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
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Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five shares of Common Stock of Compañía Cervecerías Unidas S.A. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $356.50 |
(1) | Each unit represents one American Depositary Share. |
(2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Name of depositary and address of its principal executive office | Face, introductory paragraph and final sentence on face. | |||||
2. | Title of ADR and identity of deposited securities | Face, top center and introductory paragraph | ||||
Terms of Deposit | ||||||
(i) | The amount of deposited securities represented by one unit of ADRs | Face, upper right corner and introductory paragraph | ||||
(ii) | The procedure for voting, if any, the deposited securities | Reverse, paragraph (14) | ||||
(iii) | The collection and distribution of dividends | Face, paragraphs (4), (5) and (8); Reverse, paragraph (12) | ||||
(iv) | The transmission of notices, reports and proxy soliciting material | Face, paragraph (11); Reverse, paragraph (16) | ||||
(v) | The sale or exercise of rights | Face, paragraphs (4) and (8); Reverse, paragraph (12) | ||||
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face, paragraphs (3) and (8); Reverse, paragraphs (12) and (15) | ||||
(vii) | Amendment, extension or termination of the deposit agreement | Reverse, paragraphs (20) and (21) (no provision for extension) | ||||
(viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs | Reverse, paragraph (16) | ||||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face, paragraphs (1), (2), (4) and (5) | ||||
(x) | Limitation upon the liability of the Depositary and/or the Company | Reverse, paragraph (18) | ||||
3. | Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs | Face, paragraph (8) |
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Item 2. AVAILABLE INFORMATION
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||||
(b) | Statement that Compañía Cervecerias Unidas, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (11) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) | Form of Deposit Agreement. Deposit Agreement dated as of September 1, 1992 among Compañía Cervecerías Unidas S.A., JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement on Form F-6 (33-50744) filed with the Securities and Exchange Commission, which is incorporated herein by reference. |
(a)(2) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2). |
(b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
(c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
(e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
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 American Depositary Receipts, any reports and communications received from the issuer of the deposited securities 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) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 November 3, 2010.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
By: | JPMORGAN CHASE BANK, N.A., as Depositary | ||
By: | /s/ Joseph M. Leinhauser | ||
Name: Title: | Joseph M. Leinhauser Vice President | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Compañía Cervecerias Unidas, S.A. 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on September 1, 2010.
Compañía Cervecerias Unidas, S.A. | |||
By: | /s/ Patricio Jottar | ||
Name: Title: | Patricio Jottar Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patricio Jottar and Ricardo Reyes, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement on Form F-6 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as ful ly to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on September 1, 2010, in the capacities indicated.
SIGNATURES
Signature | Title | |
Chairman of the Board and Director | ||
Guillermo Luksic | ||
/s/ John Nicolson | Vice Chairman of the Board and Director | |
John Nicolson | ||
/s/ Patricio Jottar | Chief Executive Officer | |
Patricio Jottar |
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/s/ Ricardo Reyes | Chief Financial Officer | |
Ricardo Reyes | ||
/s/ Roelf Duursema | General Comptroller | |
Roelf Duursema | ||
Director | ||
Andrónico Luksic | ||
/s/ Giorgio Maschietto | Director | |
Giorgio Maschietto | ||
/s/ Manuel José Noguera | Director | |
Manuel José Noguera | ||
/s/ Carlos Olivos | Director | |
Carlos Olivos | ||
/s/ Philippe Pasquet | Director | |
Philippe Pasquet | ||
/s/ Francisco Pérez | Director | |
Francisco Pérez | ||
/s/ Alberto Sobredo | Director | |
Alberto Sobredo | ||
/s/ Donald J. Puglisi | Authorized Representative in the United States | |
Donald J. Puglisi |
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INDEX TO EXHIBITS
Exhibit Number | |
(a)(2) | Form of American Depositary Receipt |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
(e) | Rule 466 Certification |