As filed with the Securities and Exchange Commission on January 28, 2011
Registration No. 333-171440
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
MINERA FRISCO S.A.B. DE C.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
UNITED MEXICAN STATES
(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 Mellon
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(2) |
American Depositary Shares representing Series A-1 Common Shares of Minera Frisco S.A.B. de C.V. | 50,000,000 American Depositary Shares | $5.00 | $2,500,000 | $290.25 |
Ordinary Participation Certificates representing financial interests in Series A-1 Common Shares of Minera Frisco S.A.B. de C.V. | 50,000,000 Ordinary Participation Certificates | $0(3) | $0(3) | $0 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
2
Fee previously paid in connection with initial filing of the Registration Statement.
3
No fee is charged for issuance of Ordinary Participation Certificates.
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet – American Depositary Shares
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
deposited securities
Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented
by one unit of American Depositary Receipts
Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited
Articles number 10, 11 and 15
securities
(iii) The collection and distribution of dividends
Articles number 4, 9, 10 and 15
(iv) The transmission of notices, reports and proxy
Articles number 10, 11, 13 and 15
soliciting material
(v) The sale or exercise of rights
Articles number 9, 10, and 15
(vi) The deposit or sale of securities resulting from
Articles number 9, 10, 12, and 15
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 17 and 18
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 13
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 and 6
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Articles number 3, 9, 15, 18 and 23
3. Fees and Charges
Articles number 3 and 6
Item – 2.
Available Information
Public reports and documents furnished by issuer
required by foreign law
Article number 13
Cross Reference Sheet – Ordinary Participation Certificates
Information about the Ordinary Participation Certificates required in Item 1 of Form F-6 is set forth in Article 24 of the Form of Receipt.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a-1.
Form of Deposit Agreement dated as of ___________, 2011 among Minera Frisco S.A.B. de C.V., The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.1.
a-2.
Form of Trust Agreement between Grupo Carso S.A. de C.V., as settler, and Banco Inbursa S.A., as trustee, dated March 18, 1996 (together with an English translation). – Filed herewith as Exhibit 1.2.
a-3.
Form of Amendment No. 1 to Trust Agreement between Grupo Carso S.A. de C.V., as settler, and Banco Inbursa S.A., as trustee, dated May 25, 2001 (together with an English translation). – Filed herewith as Exhibit 1.3.
a-4.
Form of Joinder Agreement between Minera Frisco S.A.B. de C.V., as joining settler, and Banco Inbursa S.A., as trustee, dated January 5, 2011 (together with an English translation). – Filed herewith as Exhibit 1.4.
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-1.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed previously.
d-2.
Opinion of Forastieri, counsel for Minera Frisco S.A.B. de C.V., as to the legality of the securities to be registered. – Filed herewith as Exhibit 4.2.
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 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 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 ADSs 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 January 27, 2011.
Legal entity created by the agreement for the issuance of depositary shares representing Ordinary Participation Certificates representing financial interests in Series A-1 common shares of Minera Frisco S.A.B. de C.V.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Edgar Piedra
Name: Edgar Piedra
Title: Managing Director
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 Mexico City, Mexico, on January 27, 2011.
Legal entity created by the agreement for the issuance of Ordinary Participation Certificates representing financial interests in Series A-1 common shares of Minera Frisco S.A.B. de C.V.
By:
Banco Inbursa S.A., Institución de Banco Múltiple,
Groupo Financiero Inbursa
Acting as Trustee of Trust No. F/0045
By: /s/ Jose Alejandro Morales Sotarriba
Name: Jose Alejandro Morales Sotarriba
Title: Fiduciary attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, Minera Frisco S.A.B. de C.V.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Mexico City, Mexico, on January 27, 2011.
MINERA FRISCO S.A.B. DE C.V.
By: /s/ Justo Wong Salinas
Name: Justo Wong Salinas
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 January 27, 2011.
________________________________
/s/ Quintín Humberto Botas Hernández
Name:
Carlos Slim Helú
Name:
Quintín Humberto Botas Hernández
Director
Principal Accounting Officer
_______________*_________________
/s/ Alejandro Archundia Becerra
Name:
José Humberto Gutiérrez Olvera
Name:
Alejandro Archundia Becerra
Zubizarreta
Principal Financial Officer
Director
_______________*_________________
/s/ Justo Wong Salinas
Name:
Guillermo Gutiérrez Saldívar
Name:
Justo Wong Salinas
Director
Principal Executive Officer
_______________*_________________
Name:
José Kuri Harfush
Director
_______________*_________________
Name:
Gerardo Kuri Kaufmann
Director
_______________*_________________
* By:/s/ Alejandro Archundia Becerra
Name:
Juan Rodríguez Torres
Alejandro Archundia Becerra
Director
Attorney-in-Fact
_______________*_________________
Name:
José Shedid Merhy
Director
________________________________
Name:
Justo Wong Salinas
Director
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this registration statement in the City of Newark, State of Delaware on January 27, 2011
PUGLISI & ASSOCIATES
By:
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Managing Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1.1
Form of Deposit Agreement dated as of _________________, 2011 among Minera Frisco S.A.B. de C.V., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder.
1.2
Form of Trust Agreement between Grupo Carso S.A. de C.V., as settler, and Banco Inbursa S.A.,
as trustee, dated March 18, 1996 (together with an English translation).
1.3
Form of Amendment No. 1 to Trust Agreement between Grupo Carso S.A. de C.V., as settler, and
Banco Inbursa S.A., as trustee, dated May 25, 2001 (together with an English translation
1.4
Form of Joinder Agreement between Minera Frisco S.A.B. de C.V., as joining settler, and Banco Inbursa S.A., as trustee, dated January 5, 2011 (together with an English translation).
4.2
Opinion of Forastieri, counsel for Minera Frisco S.A.B. de C.V., as to the legality of the securities to be registered.