Registration No. 333 -
As filed with the Securities and Exchange Commission on April 27, 2004
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
---------
NESTLE S.A.
(Exact name of issuer of deposited securities as specified in its charter)
---------
N/A
(Translation of issuer's name into English)
---------
Switzerland
(Jurisdiction of incorporation or organization of issuer)
------------------------
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
---------
111 Wall Street
New York, New York 10043
(212) 657-2026
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
---------
Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Attention: Manfred R. Lehmann
(Address, including zip code, and telephone number, including area code, of
agent for service)
------------------------
Copies to:
John T. Gaffney, Esq. Herman H. Raspe, Esq.
Cravath, Swaine & Moore LLP Patterson, Belknap, Webb & Tyler LLP
Worldwide Plaza 1133 Avenue of the Americas
825 Eighth Avenue New York, New York 10036
New York, New York 10019
------------------------
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 : |_|
------------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee
Per Unit* Price**
-----------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, every 200,000,000 $5.00 $10,000,000.00 $1,267.00
four (4) American Depositary Shares
representing one (1) registered
share, nominal value CHF 1 per
share, of Nestle S.A.
-----------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** 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.
--------------------------------------------------------------------------------
The Registrant hereby amends this 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
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
================================================================================
This Registration Statement 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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of depositary and address of its principal executive Face of Receipt - Introductory paragraph.
office
2. Title of American Depositary Shares (the "ADSs") and Face of Receipt - Top Center.
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one ADS
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(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) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of ADSs to inspect the transfer Face of Receipt - Paragraph (13).
books of the depositary and the list of holders of
ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
I-1
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(x) Limitation upon the liability of the depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
ITEM 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company furnishes the United States Securities and Exchange Commission
(the "Commission") with certain public reports and documents required by the
laws of Switzerland or otherwise in accordance with Rule 12g3-2(b) under the
Securities Exchange Act of 1934. These public reports and documents can be
inspected by holders of ADSs and copied at public reference facilities
maintained by the Commission in Washington, D.C.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt (the "ADR") included as Exhibit A to the Form of Amended and
Restated Deposit Agreement filed as Exhibit (a) to this Registration
Statement on Form F-6 and is incorporated herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. EXHIBITS
(a) Form of Amended and Restated Deposit Agreement, by and among Nestle
S.A., (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares issued thereunder (the "Deposit Agreement"). --
Filed herewith as Exhibit (a).
(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. --
None.
(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. -- Filed herewith as Exhibit (d).
(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.
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 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 ADR thirty (30) days before any change
in the fee schedule.
II-1
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
Amended and Restated Deposit Agreement, by and among Nestle S.A., Citibank,
N.A., as depositary, and all holders and beneficial owners from time to time of
American Depositary Shares to be 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 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 26th day of April, 2004.
Legal entity created by the Amended and
Restated Deposit Agreement under which the
American Depositary Shares registered
hereunder are to be issued, every four (4)
American Depositary Shares representing one
(1) registered share, nominal value CHF 1
per share, of Nestle S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Mancini
----------------------------------------
Name: Susanna Mancini
Title: Vice President
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Nestle 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, in the City of Vevey, Country of Switzerland, on
April 21, 2004.
NESTLE S.A.
By: /s/ Hans Peter Frick
--------------------------------------
Name: Hans Peter Frick
Title: Senior Vice President and
General Counsel
II-3
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Peter BRABECK-LETMATHE, Wolfgang
H. REICHENBERGER and Hans Peter FRICK 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 he/she 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 Registration Statement on Form F-6 has been signed by the following persons
in the following capacities:
Signature Title Date
--------- ----- ----
/s/ Rainer E. Gut Chairman of the Board of Directors April 21, 2004
----------------------------------
Name: Rainer E. Gut
Vice Chairman of the Board of Directors and
/s/ Peter Brabeck-Letmathe Chief Executive Officer (principal April 21, 2004
---------------------------------- executive officer)
Name: Peter Brabeck-Letmathe
/s/ Vreni Spoerry Director April 21, 2004
----------------------------------
Name: Vreni Spoerry
/s/ George Simpson Director April 21, 2004
----------------------------------
Name: George Simpson
/s/ Jean-Pierre Meyers Director April 21, 2004
----------------------------------
Name: Jean-Pierre Meyers
/s/ Peter Bockli Director April 21, 2004
----------------------------------
Name: Peter Bockli
---------------------------------- Director ______________, 2004
Name: Arthur Dunkel
II-4
Signature Title Date
--------- ----- ----
---------------------------------- Director ______________, 2004
Name: Nobuyuki Idei
/s/ Andre Kudelski Director April 21, 2004
----------------------------------
Name: Andre Kudelski
---------------------------------- Director ______________, 2004
Name: Vernon R. Young
/s/ Andreas Koopmann Director April 21, 2004
----------------------------------
Name: Andreas Koopmann
/s/ Wolfgang H. Reichenberger Chief Financial Officer (principal April 21, 2004
---------------------------------- financial and accounting officer)
Name: Wolfgang H. Reichenberger
/s/ Manfred R. Lehmann Authorized Representative in the United April 21, 2004
---------------------------------- States
Name: Manfred R. Lehmann
II-5
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a) Form of Amended and Restated Deposit
Agreement
(d) Opinion of counsel to the Depositary
II-6