As filed with the Securities and Exchange Commission on February 20, 2009
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
ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 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 representing Preferred Shares of Itaú Unibanco Banco Múltiplo S.A. | 700,000,000 American Depositary Shares | $5.00 | $35,000,000 | $1,375.50 |
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.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
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
Paragraphs (15) and (16)
securities
(iii) The collection and distribution of dividends
Paragraphs (4), (12), (14) and (15)
(iv) The transmission of notices, reports and proxy
Paragraphs (11), (15) and (16)
soliciting material
(v) The sale or exercise of rights
Paragraphs (13) and (15)
(vi) The deposit or sale of securities resulting from
Paragraphs (12) and (17)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Paragraphs (20) and (21)
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Paragraph (11)
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Paragraphs (2), (3), (4), (6), (7) and (8)
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Paragraphs (13), (14), (18) and (26)
3. Fees and Charges
Paragraph (7)
Item – 2.
Available Information
Public reports furnished by issuer
Paragraph (11)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of _________________, 2009, among Itaú Unibanco Banco Múltiplo S.A., The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
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.
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 depositary shares, 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 depositary shares 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 February 20, 2009.
Legal entity created by the agreement for the issuance of American Depositary Shares for Preferred Shares of Itaú Unibanco Banco Múltiplo S.A.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Itaú Unibanco Banco Múltiplo S.A.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo, Federative Republic of Brazil, on February 20, 2009.
Itaú Unibanco Banco Múltiplo S.A.
By: /s/ Roberto Egydio Setubal
Name: Roberto Egydio Setubal
Title: Principal Executive 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 February 20, 2009.
/s/ Roberto Egydio Setubal
Principal Executive Officer and Director
Roberto Egydio Setubal
/s/ Silvio Aparecido de Carvalho
Principal Financial and Accounting Officer
Silvio Aparecido de Carvalho
/s/ Pedro Moreira Salles
Chairman of the Board of Directors
Pedro Moreira Salles
/s/ Alcides Lopes Tápias
Director
Alcides Lopes Tápias
__________________________________
Director
Alfredo Egydio Arruda Villela Filho
/s/ Alfredo Egydio Setubal
Director
Alfredo Egydio Setubal
/s/ Candido Botelho Bracher
Director
Candido Botelho Bracher
__________________________________
Director
Fernando Roberto Moreira Salles
/s/ Francisco Eduardo de Almeida Pinto
Director
Francisco Eduardo de Almeida Pinto
/s/ Guillermo Alejandro Cortina
Director
Guillermo Alejandro Cortina
/s/ Gustavo Jorge Laboissiere Loyola
Director
Gustavo Jorge Laboissiere Loyola
/s/ Henri Penchas
Director
Henri Penchas
__________________________________
Director
Israel Vainboim
__________________________________
Director
Pedro Luiz Bodin de Moraes
/s/ Ricardo Villela Marino
Director
Ricardo Villela Marino
/s/ Ricardo Augusto Villela Pacheco
Authorized Representative in the United States
Ricardo Augusto Villela Pacheco
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of _________________, 2009 among Itaú Unibanco Banco Múltiplo S.A., The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
