As filed with the Securities and Exchange Commission on May 9, 2018
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM20-F/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Commission File Number:33-99720
CELULOSA ARAUCO Y CONSTITUCIÓN S.A.
(Exact name of Registrant as specified in its charter)
Arauco and Constitution Pulp Inc.
(Translation of Registrant’s name into English)
Republic of Chile
(Jurisdiction of incorporation or organization)
Avenida El Golf 150
14th Floor
Las Condes, Santiago
Chile
(Address of principal executive offices)
Gianfranco Truffello
Tel.:56-2-2461-7221
E-mail:gianfranco.truffello@arauco.cl
Avenida El Golf 150
14th Floor
Las Condes, Santiago
Chile
(Name, telephone,e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
| Title of each class: |
7.250% Notes due 2019 |
5.000% Notes due 2021 |
4.750% Notes due 2022 |
4.500% Notes due 2024 |
3.875% Notes due 2027 |
5.500% Notes due 2047 |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Shares of Common Stock, without par value: 113,159,655
Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☒ | Emerging Growth Company | ☐ | |||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statement included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
Explanatory Note
Celulosa Arauco y Constitución S.A. (“Arauco”) is filing this Amendment No. 1 (the “Form20-F/A”) to its Annual Report on Form20-F for the fiscal year ended December 31, 2017 (the “Form20-F”), which was originally filed with the Securities and Exchange Commission on April 23, 2018, to submit the Interactive Data File (as defined in Rule 11 of RegulationS-T) with respect to the audited consolidated financial statements of Arauco and its subsidiaries for that fiscal year as Exhibit 101 to the Form20-F in accordance with Rule 405 of RegulationS-T. Exhibit 101 was omitted from the Form20-F in accordance with the30-day grace period provided under Rule 405(a)(2)(ii) of RegulationS-T.
Except as set forth above, this Form20-F/A does not modify or update any of the disclosures in the Form20-F. This Form20-F/A speaks as of the time of filing of the Form20-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Form20-F.
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Item 19. Exhibits
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Linkbase Document
101. CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
| * | In accordance with Rule 402 of RegulationS-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
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Signature
The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to Form20-F and that it has duly caused and authorized the undersigned to sign this Amendment No.1 to Form20-F on its behalf.
| CELULOSA ARAUCO Y CONSTITUCIÓN S.A. | ||
| By: | /s/ Matías Domeyko | |
| Matías Domeyko | ||
| Chief Executive Officer | ||
Date: May 9, 2018
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