As Filed with the Securities and
Exchange Commission on June 1, 2006. Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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CRESUD S.A.C.I.F. Y 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)
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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
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Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be Aggregate price aggregate registration
Securities to be registered registered per unit (1) offering price (1) fee
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American Depositary Shares evidenced 50,000,000 $.05 $2,500,000 $267.50
by American Depositary Receipts, each American
American Depositary Share evidencing Depositary
ten common stock of Cresud S.A.C.I.F. y A. Shares
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(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 American Depositary Receipts evidencing American 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. 333-6546) previously
filed by the registrant.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts Face of American Depositary
and identity of deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary
represented by one unit of American Receipt - upper right corner
Depositary Shares
(ii) The procedure for voting, if any, Paragraphs (15) and (16)
the deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and
dividends (15)
(iv) The transmission of notices, Paragraphs (11), (15) and
reports and proxy soliciting (16)
material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits
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),
deposit or withdraw the underlying (5), (6) and (8)
securities
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Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
(x) Limitation upon the liability of Paragraphs (13) and (18)
the Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
2(a) Statement that Cresud S.A.C.I.F. y A. is Paragraph (11)
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
American Depositary Receipts and copied at
public reference facilities maintained by
the Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
* (1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of March 18, 1997, among Cresud S.A.C.I.F. y A. (the
"Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each
Owner and holder from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
* (2) Form of Letter from the Depositary to the Issuer, relating to the
Pre-release of American 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.
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* Incorporated by reference to Form F-6 Registration Statement No. 333-6546
filed by the Registrant with the Commission
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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 March 18, 1997, among Cresud S.A.C.I.F. y A., The Bank of New York, as
Depositary, and each Owner and holder of an American 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
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Name: Allen R. Murray
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Cresud
S.A.C.I.F. y A. has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Argentina on May 30,
2006.
Cresud S.A.C.I.F. y A.
By: /s/ Eduardo S. Elsztain
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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
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Eduardo S. Elsztain
/s/ Alejandro G. Elsztain Second Vice Chairman of the Board & CEO
-------------------------- (Principal Executive Officer)
Alejandro G. Elsztain
/s/ Gabriel Blasi Chief Financial Officer
-------------------------- (Principal Financial Officer)
Gabriel Blasi
/s/ Davie Perednik Director and Chief Administrative Officer
-------------------------- (Principal Accounting Officer)
David Perednik
/s/ Saul Zang First Vice Chairman of the Board & Director
--------------------------
Saul Zang
/s/ Fernando A. Elsztain Director
--------------------------
Fernando A. Elsztain
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Director
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Clarisa Diana Lifsic
Director
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Gabriel Adolfo Gregorio Reznik
Director
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Jorge Oscar Fernandez
Director
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Susan Segal
/s/ Donald J. Puglisi Authorized Representative
---------------------------------- in the United States
Donald J. Puglisi
Managing Director
Puglisi & Associates
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INDEX TO EXHIBITS
Exhibit
Number
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(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.
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