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As filed with the Securities and Exchange Commission on December 10, 2010
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Registration No. 333 - 170191
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J. Allen Miller, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
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o immediately upon filing.
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o on (Date) at (Time).
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares, each representing thirty (30) common shares, without par value, of Empresa Nacional de Electricidad S.A.
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N/A
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N/A
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N/A
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N/A
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*
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Each unit represents 100 American Depositary Shares.
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**
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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 Shares.
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The Registrant hereby amends this Pre-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 Pre-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 Pre-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.
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
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| 1. |
Name of Depositary and address of its principal executive office
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Face of Receipt – Introductory Article.
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| 2. |
Title of Receipts and identity of deposited securities
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Face of Receipt – Top Center.
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| Terms of Deposit: | |||
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The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt – Upper right corner.
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| (ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt – Paragraphs (15) and (16).
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| (iii) |
The collection and distribution of dividends
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Reverse of Receipt – Paragraph (14).
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| (iv) |
The transmission of notices, reports and proxy soliciting material
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Face of Receipt – Paragraph (11).
Reverse of Receipt – Paragraph (15).
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| (v) |
The sale or exercise of rights
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Reverse of Receipt – Paragraphs (14) and (15).
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| (vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Paragraph (3).
Reverse of Receipt – Paragraphs (14) and (17).
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| (vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt – Paragraphs (22) and (23) (no provision for extensions).
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| (viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt – Paragraph (11).
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| (ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (5), (7), (8) and (12).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
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| (x) |
Limitation upon the liability of the Depositary
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Face of Receipt – Paragraph (5).
Reverse of Receipt - Paragraphs (19) and (20).
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| 3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt – Paragraph (8).
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Item 2. AVAILABLE INFORMATION
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Face of Receipt – Paragraph (11).
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(a)(i)
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Form of Amended and Restated Deposit Agreement, by and among Empresa Nacional de Electricidad S.A., (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a)(i).
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(a)(ii)
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Deposit Agreement, dated as of August 3, 1994, by and among the Company, the Depositary and the Holders of American Depositary Receipts issued thereunder. — Previously filed as Exhibit (a)(ii) to Registration Statement on Form F-6 (Reg. No. 333-170191), filed with the Commission on October 28, 2010, and incorporated herein by reference.
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(b)
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Foreign Exchange Contract dated as of July 29, 1994 (Unofficial Translated Version). — Previously filed as Exhibit (b) to Registration Statement on Form F-6 (Reg. No. 333-170191), filed with the Commission on October 28, 2010, and incorporated herein by reference.
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(c)
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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.
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to Registration Statement on Form F-6 (Reg. No. 333-170191), filed with the Commission on October 28, 2010, and incorporated herein by reference.
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(e)
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Certificate under Rule 466. — None.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Previously filed as Exhibit (f) to Registration Statement on Form F-6 (Reg. No. 333-170191), filed with the Commission on October 28, 2010, and incorporated herein by reference.
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(a)
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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.
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(b)
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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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Legal entity created by the Deposit Agreement, dated as of August 3, 1994, as amended from time to time, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing thirty (30) common shares, without par value, of Empresa Nacional de Electricidad S.A.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Susan A. Lucanto | ||
| Name: |
Susan A. Lucanto
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| Title: | Vice President | |||
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EMPRESA NACIONAL DE ELECTRICIDAD S.A.
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By:
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/s/ Carlos Martín | ||
| Name: | Carlos Martín |
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| Title: | General Counsel | |||
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Signature
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Title
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| * | Chief Executive Officer | |
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Joaquín Galindo
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(Principal Executive Officer)
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/s/ Eduardo Escaffi
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Chief Financial Officer | |
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Eduardo Escaffi
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(Principal Financial Officer)
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| * | Chief Accounting Officer | |
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Maurilio Salgado
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(Principal Accounting Officer)
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| * | ||
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Jorge Rosenblut
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Director
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| * | ||
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Paolo Bondi
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Director
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Francesco Buresti
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Director
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| * | ||
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José María Calvo-Sotelo
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Director
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| * | ||
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Luis de Guindos
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Director
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| * | ||
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Jaime Bauzá
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Director
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| * | ||
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Vittorio Corbo
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Director
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Signature
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Title
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| * | ||
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Jaime Estévez
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Director
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Felipe Lamarca
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Director
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*Signed by Eduardo Escaffi as an attorney-in-fact.
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AUTHORIZED REPRESENTATIVE
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By:
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/s/ Donald J. Puglisi | ||
| Name: | Donald J. Puglisi | |||
| Title: | Managing Director | |||
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Amended and Restated Deposit Agreement
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