As filed with the Securities and Exchange Commission on March 20, 2006.
Registration No. 33-53426
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 Depositary Shares Evidenced by American Depositary Receipts of
PERNOD RICARD S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
The Republic of France
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 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
[x] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
EMM-831644_2
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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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
Face of Receipt, top center
identity of 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,
Articles number 16, 17 and 19
the deposited securities
(iii)
The collection and distribution of dividends
Articles number 4, 13, 14, 16 and 19
(iv)
The transmission of notices, reports
Articles number 9, 12, 16, 17
and proxy soliciting material
and 19
(v)
The sale or exercise of rights
Articles number 14, 15, 16 and 19
(vi)
The deposit or sale of securities
Articles number 13, 14, 16, 18
resulting from dividends, splits
and 19
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 21 and 22
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 12
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 6, 8
or withdraw the underlying securities
and 23
(x)
Limitation upon the liability
Articles number 15, 19, 20 and 22
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of November 20, 1992 among Pernod Ricard S.A., The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed previously.
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 counsel for the Depositary as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466 - Filed herewith as Exhibit 5.1.
f.
Power of Attorney. – Filed herewith as Exhibit 5.2.
Item - 4.
Undertakings
Previously filed.
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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 Post-Effective Amendment No. 1 to the 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 March 21, 2006.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Pernod Ricard S.A.
By:
The Bank of New York,
As Depositary
By: /s/ Michael F. Finck
Michael F. Finck
Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Pernod Ricard S.A. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Paris, France on February 28, 2006.
PERNOD RICARD S.A.
By: /s/ Pierre Pringuet
Name: Pierre Pringuet
Title: Deputy Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on February 28, 2006.
______*______________________
Chairman of the Board of Directors and
Patrick Ricard
Chief Executive Officer
(Principal Executive Officer)
/s/ Pierre Pringuet
Deputy Chief Executive Officer and Director
Pierre Pringuet
_______*_____________________
Chief Financial Officer
Emmanuel Babeau
(Principal Financial Officer)
_____*_______________________
Principal Accounting Officer
Régis Souillet
_______*___________________
Director
Richard Burrows
______*______________________
Director
François Gérard
___________*_________________
Director
Rafael Gonzalez-Gallarza
_______*_____________________
Director
Françoise Hémard
______*______________________
Director
Danièle Ricard
Societé Paul Ricard
By:________*_________________
Permanent Representative
Beatrice Baudinet
__________*__________________
Director
Jean-Dominique Comolli
_____*_______________________
Director
Lord Douro
___________*_________________
Director
Didier Pineau-Valencienne
_____*_______________________
Director
Gérard Théry
_____*_______________________
Authorized representative in the United States
Alain Barbet
* By: /s/ Pierre Pringuet
Pierre Pringuet
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
Number
Exhibit
5.1
Certification under Rule 466.
5.2
Power of attorney
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