F-6 POS 1 madecof6.htm POST-EFFECTIVE AMEND. NO. 1 As filed with the Securities and Exchange Commission on May 6, 2003

As filed with the Securities and Exchange Commission on May 6, 2003

Registration No. 33-61064

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

_______________________

POST EFFECTIVE AMENDMENT NO. 1 TO THE

FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

of

MADECO S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
CHILE
(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
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

Timothy F. Keaney

The Bank of New York
101 Barclay Street, 22nd Floor

New York, New York, 10286

(212) 815-2129

 (Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York  10271
(212) 238-3010


For Further Information Contact:

Timothy F. Keaney
The Bank of New York
ADR Department
101 Barclay Street, 22nd Floor

New York, New York, 10286

(212) 815-2129

It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]



  

_______________________


The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No.1 to the Registration Statement which is incorporated herein by reference.













PART I


INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

       Description of Securities to be Registered

Cross Reference Sheet












Item Number and Caption


Location in Form of Receipt Filed Herewith as Prospectus

1.

Name and address of depositary

Introductory Article

2.

Title of American Depositary Receipts and identity of deposited securities

Face of Receipt, top center

Terms of Deposit:

 

(i)   The amount of deposited securities represented by one unit of American Depositary Receipts

Face of Receipt, upper right corner

(ii)   The procedure for voting, if any, the deposited securities

Articles number 15, 16 and 18

(iii)  The collection and distribution of dividends

Articles number 4, 12, 14, 15 and 18

(iv) The transmission of notices, reports and proxy soliciting material

Articles number 11, 15, 16 and 18

(i)

The sale or exercise of rights

Articles number 13, 14, 15 and 18

(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Articles number 12, 14, 15, 17 and 18

(vii)  Amendment, extension or termination of the deposit agreement

Articles number 20 and 21


(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

Article number 11



(ix)  Restrictions upon the right to deposit or withdraw the underlying securities

Articles number 2, 3, 4, 5, 6, and 8

(x)  Limitation upon the liability of the depositary


Articles number 13, 18, 19 and 21

3.     Fees and Charges

Articles number 7 and 8


Item - 2.

Available Information


Public reports furnished by issuer


Article number 11











PART II


INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of June 7, 1993, as amended and restated as of ____________, 2003, among Madeco S.A., The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.


b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. - See (a) above.


d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.


e.

Certification under Rule 466. – Not Applicable.




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 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 ADR thirty days before any change in the fee schedule.













SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Post-Effective Amendment No. 1 to the 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 May 5, 2003.

Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of common stock without nominal (par) value, of Madeco S.A.

By:

The Bank of New York,
 As Depositary

By:  /s/ JOANNE F. DIGIOVANNI

Name: Joanne F. DiGiovanni

Title: Vice President











Pursuant to the requirements of the Securities Act of 1933, Madeco S.A. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Santiago, Chile on May 5, 2003.



MADECO S.A.



By:  /s/ TIBERIO DALL’OLIO
Name: Tiberio Dall’Olio
Title: General Manager


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on May 5, 2003.



/s/ GUILLERMO LUKSIC CRAIG

Name:  Guillermo Luksic Craig

Director

/s/ DONALD J. PUGLISI
Name:  Puglisi & Associates,  
           Donald J. Puglisi
            Managing Director
(Authorized U.S. Representative)



/s/ JEAN PAUL LUKSIC FONTBONA

Name:  Jean Paul Luksic Fontbona

Director


/s/ JORGE TAGLE
Name:  Jorge Tagle
(Principal Financial and Accounting Officer)



/s/ ANDRÓNICO LUKSIC CRAIG

Name:  Andrónico Luksic Craig

Director


/s/ TIBERIO DALL’OLIO
Name:  Tiberio Dall'Olio
(Principal Executive Officer)


______________________________

Name:  Hernán Büchi Buc

Director

 


/s/ ALESSANDRO BIZZARRI CARVALLO

Name:  Alessandro Bizzarri Carvallo

Director

 


/s/ FELIPE JOANNON VERGARA

Name:  Felipe Joannon Vergara

Director

 


/s/ EUGENIO VALCK VARAS

Name:  Eugenio Valck Varas

Director

 










INDEX TO EXHIBITS

Exhibit
Number

Exhibit

 



1



Form of Deposit Agreement dated as of June 7, 1993, as amended and restated as of ____________, 2003, among Madeco S.A., The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder.