As filed with the Securities and Exchange Commission on August 24, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
BRAZIL
(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
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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 | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two non-voting preferred shares, without par value, of Companhia Brasileira de Distribuição | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $153.50 |
1
For the purpose of this table only the term "unit" is defined as 100 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-134232).
EMM910324_4.DOC
The prospectus consists of the proposed form of amended and restated American Depositary Receipt included as Exhibit A to the amended and restated form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
EMM910324_4.DOC
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and
18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16 and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17 and
dividends, splits or plans of reorganization
18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 13, 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of [____________], 2007, among Companhia Brasileira de Distribuição, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
*b.
Letter agreement among Companhia Brasileira de Distribuição and The Bank of New York relating to pre-release activities. – 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. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Not Applicable.
________________
*
Incorporated by reference to Registration Statement on Form F-6 No. 33-99758.
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 amounts of fees charged are 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 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 August 15, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for two non-voting preferred shares, without par value, of Companhia Brasileira de Distribuição.
By:
The Bank of New York,
As Depositary
By: \s\ Keith Galfo
Name: Keith Galfo
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Companhia Brasileira de Distribuição has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Sao Paulo, Brazil on August 15, 2007.
Companhia Brasileira de Distribuição
By: \s\ Cássio Casseb Lima
By: \s\ Enéas César Pestana Neto
Name: Cássio Casseb Lima
Name: Enéas César Pestana Neto
Title: Chief Executive Officer
Title: Chief Financial Officer
Principal Executive Officer
Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 15, 2007.
________________________________
\s\ Donald J. Puglisi
Name: Valentim dos Santos Diniz
Name:Donald J. Puglisi
Director, Honorable Chairman
Authorized U.S. Representative
\s\ Abilio dos Santos Diniz
\s\ Cássio Casseb Lima
Name: Abilio dos Santos Diniz
Name: Cássio Casseb Lima
Director, Chairman of the Board of Directors
Chief Executive Officer
Principal Executive Officer
\s\ Ana Maria Falleiros dos Santos Diniz D’Avila
\s\ Enéas César Pestana Neto
Name: Ana Maria Falleiros dos Santos Diniz D’Avila
Name: Enéas César Pestana Neto
Director
Chief Financial Officer
Principal Financial Officer
\s\ João Paulo Falleiros dos Santos Diniz
\s\ Fernando Custódio Zancopé
Name: João Paulo Falleiros dos Santos Diniz
Name: Fernando Custódio Zancopé
Director
Principal Accounting Officer
\s\ Pedro Paulo Falleiros dos Santos Diniz
Name: Pedro Paulo Falleiros dos Santos Diniz
Director
________________________________
Name: Geyze Marchesi Diniz
Director
________________________________
Name: Maria Silvia Bastos Marques
Director
\s\ Gerald Dinu Reiss
Name: Gerald Dinu Reiss
Director
\s\ Candido Botelho Bracher
Name: Candido Botelho Bracher
Director
\s\ Jean-Charles Henri Naouri
Name: Jean-Charles Henri Naouri
Director
\s\ Michel Alain Maurice Favre
Name: Michel Alain Maurice Favre
Director
\s\ Hakim Lurent Aouani
Name: Hakim Laurent Aouani
Director
Name: Francis André Mauger
Director
\s\ Fábio Schvartsman
Director
______________________________________
Name: Xavier Michel Marie Jacques Desjobert
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of _______________, 2007, among Companhia Brasileira de Distribuição, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.