As filed with the Securities and Exchange Commission on October 15, 2010
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
CARSO INFRAESTRUCTURA Y CONSTRUCCIÓN 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 |
American Depositary Shares representing Ordinary Shares of Carso Infraestructura y Construcción S.A.B. de C.V. | 50,000,000 American Depositary Shares | $5.00 | $2,500,000 | $178.25 |
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 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
Item Number and Caption | Location in Form of ReceiptFiled 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 securities | Articles number 10, 11 and 15 |
(iii) The collection and distribution of dividends | Articles number 4, 9, 10 and 15 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 10, 11, 13 and 15 |
(v) The sale or exercise of rights | Articles number 9, 10, and 15 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 9, 10, 12, and 15 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 17 and 18 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 13 |
(ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4 and 6 |
(x) Limitation upon the liability of the depositary | Articles number 3, 9, 15 and 18 |
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 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of ___________________, 2010 among Carso Infraestructura y Construcción 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.
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 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 October 15, 2010.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Carso Infraestructura y Construcción S.A.B. de C.V.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Carso Infraestructura y Construcción 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 October 15, 2010.
CARSO INFRAESTRUCTURA Y
CONSTRUCCIÓN S.A.B. DE C.V.
By: /s/ ANTONIO GÓMEZ GARCÍA
Name: ING. ANTONIO GÓMEZ GARCÍA
Chief 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 October 15, 2010.
/s/ CARLOS SLIM HELÚ
/s/ ARTURO SPÍNOLA GARCIA
Name: ING. CARLOS SLIM HELÚ
Name: C.P. ARTURO SPINOLA GARCIA
Director
Principal Accounting Officer
________________________________
/s/ ARTURO SPÍNOLA GARCIA
Name: ING. JAIME CHICO PARDO
Name: C.P. ARTURO SPÍNOLA GARCIA
Director
Principal Financial Officer
/s/ ANTONIO COSÍO PANDO
/s/ ANTONIO GÓMEZ GARCÍA
Name: ING. ANTONIO COSÍO PANDO
Name: ING. ANTONIO GÓMEZ GARCÍA
Director
Principal Executive Officer
/s/ DANIEL DÍAZ DÍAZ
Name: ING. DANIEL DÍAZ DÍAZ
Director
/s/ AGUSTÍN FRANCO MACÍAS
Name: ING. AGUSTÍN FRANCO MACÍAS
Director
/s/ ANTONIO GÓMEZ GARCÍA
Name: ING. ANTONIO GÓMEZ GARCÍA
Director
/s/ JOSÉ HUMBERTO GUTIÉRREZ OLVERA ZUBIZARRETA
Name: C.P. JOSÉ HUMBERTO GUTIÉRREZ OLVERA ZUBIZARRETA
Director
/s/ GUILLERMO GUTIÉRREZ SALDIVAR
Name: ING. GUILLERMO GUTIÉRREZ SALDIVAR
Director
________________________________
Name: ARQ. JOSÉ FERNANDO ROMERO HAVAUX
Director
__________________________________
Name: ING. DANILE RUIZ FERNÁNDEZ
Director
/s/ ALFONSO SALEM SLIM
Name: ING. ALFONSO SALEM SLIM
Director
/s/ MANUEL SALVOCH ONCINS
Name: ING. MANUEL SALVOCH ONCINS
Director
__________________________________
Name: ING. JOSÉ SEHDID MERHY
Director
/s/ GUILLERMO SIMON MIGUEL
Name: ING. GUILLERMO SIMON MIGUEL
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 October 15, 2010.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of _________________, 2010 among
Carso Infraestructura y Construcción 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.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.