FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to the
ANNUAL REPORT
of
REPUBLIC OF PANAMA
(Name of Registrant)
Date of end of last fiscal year: December 31, 2010
SECURITIES REGISTERED*
(As of the close of the fiscal year)
| | | | |
| Title of Issue | | Amounts as to which registration is effective | | Names of exchanges on which registered |
| N/A | | N/A | | N/A |
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
Honorable Mario E. Jaramillo
Ambassador of Panama
Embassy of Panama
2862 McGill Terrace, N.W.
Washington, D.C. 20008
Copies to:
| | |
| Mark H. Stumpf | | Frank De Lima |
| Whitney Debevoise | | Minister of Economy and Finance |
| Arnold & Porter LLP | | Ministry of Economy and Finance |
| 555 12th Street, N.W. | | of the Republic of Panama |
| Washington, DC 20004 | | P.O. Box 2694, Zone 3 |
| | | Panama, Republic of Panama |
| * | The Registrant is filing this annual report on a voluntary basis |
REPUBLIC OF PANAMA (THE “REGISTRANT”)
Reference is made to the registration statement of the Registrant filed with the Securities and Exchange Commission (the “Commission”) and effective as of November 12, 2009 (Registration Statement No. 333-163050), as amended by Post-Effective Amendment No. 1 filed on December 16, 2009 (the “Registration Statement”).
The purpose of this Amendment to the annual report of the Registrant on Form 18-K for the year ended December 31, 2010 is to file with the Commission: (i) the Recent Developments in the Republic as of January 17, 2012, included as Exhibit J thereof; and (ii) the legal opinions included as Exhibits K and L thereof in accordance with the Registrant’s undertaking in the Registration Statement to furnish copies of such legal opinions as may be required (including the opinion of the Procurador de la Administración) in connection with any issue of securities under the Registration Statement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at the City of Panama, Panama, on the 29th day of February, 2012.
| | |
| REPUBLIC OF PANAMA |
| |
| By: | | /s/ Frank De Lima |
| Name: | | Frank De Lima |
| Title: | | Minister of Economy and Finance of the Republic of Panama |
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EXHIBIT INDEX
| | | | |
Exhibit No. | | Page No. |
| | |
| A: | | None | | |
| | |
| B: | | None | | |
| | |
| *C: | | Copy of the 2011 Annual Budget of the Republic | | |
| | |
| *D: | | Current Description of the Republic | | |
| | |
| *E: | | Recent Developments in the Republic as of October 26, 2011 | | |
| | |
| *F: | | Terms Agreement dated as of February 24, 2010 among the Republic, Banco Nacional de Panamá, acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo, a trust fund formed and existing under the laws of the Republic, and Morgan Stanley & Co. Incorporated | | |
| | |
| *G: | | Terms Agreement dated as of March 17, 2010 among the Republic, Banco Nacional de Panamá, acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo, a trust fund formed and existing under the laws of the Republic, and Credit Suisse Securities (USA) LLC | | |
| | |
| *H: | | Terms Agreement dated as of March 29, 2010 among the Republic, Banco Nacional de Panamá, acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo, a trust fund formed and existing under the laws of the Republic, and Morgan Stanley & Co. Incorporated | | |
| | |
| *I: | | Terms Agreement dated as of October 26, 2011 among the Republic, Banco Nacional de Panamá, acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo, a trust fund formed and existing under the laws of the Republic, and Morgan Stanley & Co. LLC | | |
| | |
| J: | | Recent Developments in the Republic as of January 17, 2012 | | |
| | |
| K: | | Opinion dated February 1, 2012 of Arnold & Porter LLP | | |
| | |
| L: | | Opinion dated February 1, 2012 of the Procurador de la Administración | | |
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