As filed with the Securities and Exchange Commission on February 6, 2009
Registration No. 333 - 101504
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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COMPANIA DE TELECOMUNICACIONES DE CHILE S.A.
(Exact name of issuer of deposited securities as specified in its charter)
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Telecommunications Company of Chile
(Translation of issuer's name into English)
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Chile
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(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
P.O. Box 885
Newark, Delaware 19715
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Nicholas A. Kronfeld Herman H. Raspe, Esq.
Davis Polk & Wardwell Patterson Belknap Webb & Tyler LLP
450 Lexington Avenue 1133 Avenue of the Americas
New York, New York 10017 New York, New York 10036
(212) 336-2301
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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 : |_|
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The Registrant hereby amends this Post Effective Amendment No. 1 to Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Post Effective Amendment No. 1 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post Effective Amendment No. 1 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
This Post Effective Amendment No. 1 to Registration
Statement on Form F-6 may be executed in any number of
counterparts, each of which shall be deemed an original,
and all of such counterparts together shall constitute one
and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (14)
securities and (15).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraphs (11) and (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (10);
soliciting material Reverse of Receipt - Paragraphs (14) and (15).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3), (4), (6) and (7);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (16).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (19) and (20) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (10).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (4), (6) and (7).
the underlying securities Reverse of Receipt - Paragraph (21).
(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs (17) and (18).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (17).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (10).
The Company is subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended, and, accordingly, is
required to file or submit certain reports with, and submits certain reports to,
the United States Securities and Exchange Commission (the "Commission"). These
reports can be retrieved from the Commission's internet website (www.sec.gov),
and can be inspected and copied at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American
Depositary Receipt included as Exhibit A to the Form of
Amendment No. 1 to Second Amended and Restated Deposit
Agreement filed as Exhibit (a)(i) to this Post Effective
Amendment No. 1 to Registration Statement on Form F-6 and
is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendedment No. 1 to Second Amended and Restated Deposit
Agreement, by and among COMPANIA DE TELECOMUNICACIONES DE CHILE, S.A.,
(the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all
Owners and holders from time to time of American Depositary Receipts
issued thereunder. -- Filed herewith as Exhibit (a)(i).
(a)(ii) Second Amended and Restated Deposit Agreement, dated as of June 1,
1998, by and among the Company, the Depositary, and all Owners and holders
from time to time of American Depositary Receipts issued thereunder. --
Previously filed.
(b) Foreign Exchange Contract among the Company, The Bank of New York and
the Central Bank of Chile (the "Foreign Exchange Contract") relating to
the foreign exchange treatment of the investment in American Depositary
Shares and ADRs, as amended by Public Deed to amend the Foreign Exchange
Contract in order to substitute Citibank, N.A., as successor depositary --
Previously Filed.
(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. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Previously filed.
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the signature
pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Second Amended and Restated Deposit Agreement, dated as of June 1, 1998 and as
proposed to be amended, by and among Compania de Telecomunicaciones de Chile,
S.A., Citibank, N.A., as depositary, and all Owners and holders from time to
time of American Depositary Receipts 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 Post Effective Amendment No. 1 to Registration
Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 5th day of
February 2009.
Legal entity created by the Second Amended
and Restated Deposit Agreement, as proposed
to be amended, under which the American
Depositary Receipts evidencing American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing four (4) Shares of Series A
Common Stock, without par value, of Compania
de Telecomunicaciones de Chile, S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Thomas Crane
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Name: Thomas Crane
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Compania de Telecomunicaciones de Chile, 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 Post Effective Amendment No. 1 to Registration Statement on
Form F-6 to be signed on its behalf by the undersigned thereunto duly
authorized, in Santiago, Chile on the 5th day of February, 2009.
COMPANIA DE TELECOMUNICACIONES DE CHILE, S.A.
By: /s/ Isabel Margarita Bravo
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Name: Isabel Margarita Bravo
Title: Finance Director
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Oliver Flogel, Victor Galilea and
Isabel Margarita Bravo to act as his/her true and lawful attorney-in-fact and
agent, with full power of substitution, for him/her and in his/her name, place
and stead, in any and all such capacities, to sign any and all amendments,
including post-effective amendments, and supplements to this Registration
Statement, 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
s/he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on February 5,
2009.
Signature Title
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/s/ Emilio Gilolmo
----------------------------- Chairman of the Board of Directors and Director
Emilio Gilolmo
/s/ Oliver Flogel
----------------------------- General Manager, Chief Executive Officer (Principal
Oliver Flogel Executive Officer)
/s/ Isabel Margarita Bravo
----------------------------- Financial Director (Principal Financial Officer)
Isabel Margarita Bravo
/s/ Fernando Garcia
----------------------------- Chief Accounting Officer
Fernando Garcia
----------------------------- Vice President of the Board of Directors and Director
Narcis Sierra
----------------------------- Director
Andres Concha
/s/ Fernando Bustamante
----------------------------- Director
Fernando Bustamante
/s/ Patricio Rojas
----------------------------- Director
Patricio Rojas
----------------------------- Director
Hernan Cheyre
/s/ Marco Colodro
----------------------------- Director
Marco Colodro
----------------------------- Alternate Director
Jose Maria Alvarez-Pallete
/s/ Manuel Alvarez
----------------------------- Alternate Director
Manuel Alvarez
/s/ Mario Vasquez
----------------------------- Alternate Director
Mario Vasquez
----------------------------- Alternate Director
Raul Morodo
/s/ Benjamin Holmes
----------------------------- Alternate Director
Benjamin Holmes
/s/ Carlos Diaz
----------------------------- Alternate Director
Carlos Diaz
----------------------------- Alternate Director
Alfonso Ferrari
Authorized Representative in the U.S.
/s Donald J. Puglisi
----------------------------- Authorized Representative in the United States
Donald J. Puglisi
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to Second Amended
and Restated Deposit Agreement