-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FST6VomYR9OIf/sUe5e0wZmM0z72Kp42mem/l7hU8lRtuywEcxZ/4iK6Zj8KofO6 V6lAcItaJ71vwtE9igk5Pg== 0000891092-06-001409.txt : 20060601 0000891092-06-001409.hdr.sgml : 20060601 20060601114312 ACCESSION NUMBER: 0000891092-06-001409 CONFORMED SUBMISSION TYPE: F-6EF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 EFFECTIVENESS DATE: 20060601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRSA INVESTMENTS & REPRESENTATIONS INC CENTRAL INDEX KEY: 0000933267 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: F-6EF SEC ACT: 1933 Act SEC FILE NUMBER: 333-134633 FILM NUMBER: 06879036 BUSINESS ADDRESS: STREET 1: BOLIVAR 108 CITY: BUENOS AIRES ARGENTI STATE: C1 ZIP: 9999999999 F-6EF 1 e24171_form-f6.txt FORM F-6 EF As Filed with the Securities and Registration No. 333- Exchange Commission on June 1, 2006. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM F-6 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by Global Depositary Receipts ---------------------- IRSA INVERSIONES Y REPRESENTACIONES S.A. (Exact name of issuer of deposited securities as specified in its charter) N.A. (Translation of issuer's name into English) Argentine Republic (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, NY 10286 Telephone (212)-495-1784 (Address, including zip code, and telephone number, including area code, of agent for service) It is proposed that this filing become effective under Rule 466 |X| immediately upon filing | | on (Date) at (Time) If a separate statement has been filed to register the deposited shares, check the following box. | | CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Proposed maximum Amount of Title of each class of Amount Proposed maximum aggregate registration Securities to be registered to be registered Aggregate price per unit(1) offering price (1) fee - ----------------------------------------------------------------------------------------------------------------------------------- Global Depositary Shares evidenced by Global 100,000,000 $.05 $5,000,000 $535.00 Depositary Receipts, each Global Depositary Global Share evidencing ten common shares of IRSA Depositary Inversiones y Representaciones S.A. Shares ===================================================================================================================================
(1) 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 Global Depositary Receipts evidencing Global Depositary Shares. As permitted by Rule 429 under the Securities Act of 1933, the Prospectus included in this Registration Statement also relates to the Depositary Shares registered under Registration Statement on Form F-6 (No. 33-86794) previously filed by the registrant. - -------------------------------------------------------------------------------- The Prospectus consists of the proposed form of Global 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. -2- PART I INFORMATION REQUIRED IN PROSPECTUS Item 1. Description of the Securities to be Registered CROSS REFERENCE SHEET Location in Form of Global Depositary Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (1) Name and address of Depositary Introductory Paragraph (2) Title of Global Depositary Receipts and Face of Global Depositary identity of deposited securities Receipt, top center Terms of Deposit: (i) The amount of deposited securities Face of Global Depositary represented by one unit of Global Receipt - upper right corner Depositary Shares (ii) The procedure for voting, if any, Paragraphs 15, 16 and 18 the deposited securities (iii) The collection and distribution of Paragraphs 4, 12, 13, 14, 15 dividends and 18 (iv) The transmission of notices, reports Paragraphs 11, 15, 16, 17 and proxy soliciting material and 18 (v) The sale or exercise of rights Paragraph 13, 14, 15 and 18 (vi) The deposit or sale of securities Paragraphs 12, 13, 15, 17 resulting from dividends, splits and 18 or plans of reorganization (vii) Amendment, extension or termination Paragraphs 20 and 21 of the Deposit Agreement (viii) Rights of holders of receipts to Paragraph 11 inspect the transfer books of the Depositary and the list of holders of receipts (ix) Restrictions upon the right to Paragraphs 2, 3, 4, 5, 6, 8, deposit or withdraw the underlying 14 and 22 securities -3- Location in Form of Global Depositary Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (x) Limitation upon the liability of Paragraphs 14, 18, 19 and 21 the Depositary (3) Fees and Charges Paragraph 7 and 8 Item 2. Available Information Location in Form of Global Depositary Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- 2(a) Statement that IRSA Inversiones y Paragraph 11 Representaciones 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 Global Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. -4- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Exhibits * (1) Form of Deposit Agreement (including the form of Global Depositary Receipt), dated as of May 24, 1994, as amended and restated as of December 12, 1994, as further amended and restated as of November 15, 2000, among IRSA Inversiones y Representaciones S.A. (the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each Owner and holder from time to time of Global Depositary Receipts ("ADRs") issued thereunder. * (2) Form of Letter from the Depositary to the Issuer, relating to the Pre-release of Global Depositary Receipts. (4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. (5) Certification under Rule 466. 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. - -------- * Incorporated by reference to Form F-6 Registration Statement No. 33-86794 filed by the Registrant with the Commission -5- 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 Deposit Agreement, dated as of May 24, 1994, as amended and restated as of December 12, 1994, as further amended and restated as of November 15, 2000, among IRSA Inversiones y Representaciones S.A., The Bank of New York, as Depositary, and each Owner and holder of an Global 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 May 31, 2006. By: THE BANK OF NEW YORK, as Depositary By: /s/ Allen R. Murray ---------------------------------------- Name: Allen R. Murray Title: Managing Director -6- Pursuant to the requirements of the Securities Act of 1933, IRSA Inversiones y Representaciones S.A. has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Argentina on May 30, 2006. IRSA Inversiones y Representaciones S.A. By: \s\ Eduardo S. Elsztain ---------------------------------------- Name: Eduardo S. Elsztain Title: Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on May 30, 2006. Name Title - ---- ----- \s\ Eduardo S. Elsztain Chairman and Chief Executive Officer - --------------------------- (Principal Executive Officer) Eduardo S. Elsztain \s\ Gabriel Blasi Chief Financial Officer - --------------------------- (Principal Financial Officer) Gabriel Blasi \s\ David Perednik Chief Accounting Officer - --------------------------- (Principal Accounting Officer) David Perednik \s\ Saul Zang First Vice Chairman and Director - --------------------------- Saul Zang \s\ Alejandro G. Elsztain Second Vice Chairman and Director - --------------------------- Alejandro G. Elsztain \s\ Oscar P. Bergotto Director - --------------------------- Oscar P. Bergotto \s\ Fernando A. Elsztain Director - --------------------------- Fernando A. Elsztain \s\ Marcos Fischman Director - --------------------------- Marcos Fischman -7- Director - --------------------------- Carlos Ricard Esteves Director - --------------------------- Cedric Bridges Director - --------------------------- Barenburm Fernando Director - --------------------------- Gladstein Gary Director - --------------------------- Fernando Rubin /s/ Donald J. Puglisi Authorized Representative - --------------------------- in the United States Donald J. Puglisi Managing Director Puglisi & Associates -8- INDEX TO EXHIBITS Exhibit Number - ------- (4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. (5) Certification under Rule 466. -9- EX-4 2 e24171_ex-4.txt EXHIBIT 4 Exhibit 4 --------- EMMET, MARVIN & MARTIN, LLP COUNSELLORS AT LAW _____ 120 Broadway 177 MADISON AVENUE New York, New York 10271 MORRISTOWN, NEW JERSEY 07960 _____ (973) 538-5600 FAX: (973) 538-6448 Writer's Direct Dial (212) 238-3000 _____ 1351 WASHINGTON BOULEVARD 2ND FLOOR STAMFORD, CONNECTICUT 06902-4543 Fax: (212) 238-3100 (203) 425-1400 http://www.emmetmarvin.com FAX: (203) 425-1410 June 1, 2006 The Bank of New York as Depositary 101 Barclay Street New York, New York, 10286 Re: American Depositary Receipts for Common Shares of IRSA Inversiones y Representaciones S.A. -------------------------------------------------------------------- Ladies and Gentlemen: We refer to the registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the legal entity created by the agreement (the "Deposit Agreement") for issuance of American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs") for common shares of IRSA Inversiones y Representaciones S.A. for which you propose to act as Depositary. We are of the opinion that the ADSs covered by the Registration Statement, when issued in accordance with the terms of the Deposit Agreement, will, when sold, be legally issued and will entitle the holders thereof to the rights specified in the Deposit Agreement and the ADRs. This opinion may be used by you as an exhibit to the Registration Statement. Very truly yours, /s/ Emmet, Marvin & Martin LLP ------------------------------ EMMET, MARVIN & MARTIN, LLP EX-5 3 e24171_ex-5.txt EXHIBIT 5 Exhibit (5) CERTIFICATION UNDER RULE 466 The depositary, The Bank of New York, represents and certifies the following: (1) That it previously has filed a registration statement on Form F-6 for IRSA Inversiones y Representaciones S.A. File No.33-86794, which the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended. THE BANK OF NEW YORK, As Depositary By: /s/ Allen R. Murray -------------------------------- Name: Allen R. Murray Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----