As filed with the Securities and Exchange Commission on May 7, 2007
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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COMPANHIA ENERGETICA DE MINAS GERAIS - CEMIG
(Exact name of issuer of deposited securities as specified in its charter)
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ENERGY CO OF MINAS GERAIS
(Translation of issuer's name into English)
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The Federative Republic of Brazil
(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 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Michael L. Fitzgerald, Esq. Herman H. Raspe, Esq.
Milbank, Tweed, Hadley & McCloy LLP Patterson Belknap Webb & Tyler LLP
1 Chase Manhattan Plaza 1133 Avenue of the Americas
New York, New York 10005 New York, New York 10036
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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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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing one (1) voting common
share, par value R$5.00 per voting
common share, of Companhia
Energetica De Minas Gerais-CEMIG 100,000,000 $5.00 $5,000,000 $153.50
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* 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.
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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.
i
This 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 and below
office paragraph (13).
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center and introductory
paragraph.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner and
one American Depositary Share ("ADSs") introductory paragraph.
(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 (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14), (15) 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 Receipts to inspect the Face of Receipt - Paragraph (13).
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), (3), (4), (6),
the underlying securities (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) 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 is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the Depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to
this 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) Form of Deposit Agreement, by and among Companhia Energetica de
Minas Gerais - CEMIG (the "Company"), Citibank, N.A., as depositary
(the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares issued under 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) Certification 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 sixty (60) 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
Deposit Agreement, by and among Companhia Energetica de Minas Gerais - CEMIG,
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 7th day of May, 2007.
Legal entity created by the Deposit Agreement
under which the American Depositary Shares
registered hereunder are to be issued, each
American Depositary Share representing one (1)
voting common share, par value of R$5.00 per
voting common share, of Companhia Energetica de
Minas Gerais - CEMIG.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Paul Martin
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Name: Paul Martin
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Companhia Energetica de Minas Gerais - CEMIG 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 Belo Horizonte, MG,
Brazil, on May 7, 2007.
COMPANHIA ENERGETICA DE MINAS GERAIS - CEMIG
By: /s/ Djalma Bastos de Morais
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Name: Djalma Bastos de Morais
Title: Chief Executive Officer
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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 Djalma Bastos de Morais and Luiz
Fernando Rolla 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 Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on May 7, 2007.
Signature Title
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/s/ Djalma Bastos de Morais Chief Executive Officer
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Djalma Bastos de Morais
/s/ Luiz Fernando Rolla Chief Financial Officer
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Luiz Fernando Rolla
/s/ Leonardo George de Magalhaes Principal Accounting Officer
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Leonardo George de Magalhaes
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/s/ Wilson Nelio Brumer Chairman of the Board of Directors
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Wilson Nelio Brumer
/s/ Djalma Bastos de Morais Director
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Djalma Bastos de Morais
/s/ Aecio Ferreira da Cunha Director
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Aecio Ferreira da Cunha
/s/ Francelino Pereira dos Santos Director
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Francelino Pereira dos Santos
/s/ Luiz Henrique de Castro Carvalho Director
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Luiz Henrique de Castro Carvalho
/s/ Alexandre Heringuer Lisboa Director
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Alexandre Heringuer Lisboa
/s/ Lauro Sergio Vasconcelos David Director
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Lauro Sergio Vasconcelos David
/s/ Guilhermo Horta Goncalves Junior Director
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Guilhermo Horta Goncalves Junior
/s/ Wilton de Medeiros Daher Director
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Wilton de Medeiros Daher
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States, of
Companhia Energetica de Minas Gerais - CEMIG has executed this Form F-6 on
May 7, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------------------
Name: Donald J. Puglisi
Title: Managing Director
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary