As filed with the U.S. Securities and Exchange Commission on September 24, 2007 333-13740
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 Evidenced by American Depositary Receipts
LAFARGE
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
France
(Jurisdiction of incorporation or organization of Issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
Lafarge North America
12950 Worldgate Drive
Herndon, VA 20170
Attention: Peter Keeley
(703) 480 36 00
(Address, including zip code, and telephone number of agent for service)
With copies to:
Scott A. Ziegler, Esq. | Andrew A. Bernstein, Esq. |
Ziegler, Ziegler & Associates LLP | Cleary Gottlieb Steen & Hamilton LLP |
570 Lexington Avenue, 44th Floor | 12 rue de Tilsitt |
New York, New York 10022 | 75008 Paris France |
It is proposed that this filing become effective under Rule 466
ximmediately upon filing o on [date] at [time]
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed Maximum Offering Price Per Unit | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee | |
| American Depositary Shares evidenced by American Depositary Receipts, four American Depositary Shares representing one share of Lafarge | | | N/A | | | N/A | | | N/A | | | N/A | |
This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
The Prospectus consists of the form of American Depositary Receipt (“ADR”) included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(2) 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 ADR Filed Herewith as Prospectus |
| | | | |
| 1. | Name of depositary and address of its principal executive office | | Face, introductory paragraph and final sentence on face. |
| | | | |
| 2. | Title of ADR and identity of deposited securities | | Face, top center and introductory paragraph |
| | | | |
| | Terms of Deposit | | |
| | (i) | The amount of deposited securities represented by one unit of ADRs | | Face, upper right corner and introductory paragraph |
| | | | | |
| | (ii) | The procedure for voting, if any, the deposited securities | | Reverse, paragraph (12) |
| | | | | |
| | (iii) | The collection and distribution of dividends | | Face, paragraphs (4), (5) and (7); Reverse, paragraph (10) |
| | | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | | Face, paragraphs (3) and (8); Reverse, paragraph (12) |
| | | | | |
| | (v) | The sale or exercise of rights | | Face, paragraphs (4) and (5); Reverse, paragraph (10) |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face, paragraphs (4) and (5); Reverse, paragraphs (10) and (13) |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit agreement | | Reverse, paragraphs (16) and (17) (no provision for extension) |
| | Item Number and Caption | | Location in Form of ADR Filed Herewith as Prospectus |
| | | | | |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs | | Face, paragraph (3) |
| | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Face, paragraphs (1), (2), (4) and (5) |
| | | | | |
| | (x) | Limitation upon the liability of the Depositary and/or the Company | | Reverse, paragraph (14) |
| | | | | |
| 3. | Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs | | Face, paragraph (7) |
| | | | | |
| Item 2. AVAILABLE INFORMATION | | |
| | Item Number and Caption | | Location in Form of ADR Filed Herewith as Prospectus |
| | | | | |
| 2(a) | Statement that upon the effectiveness of the Company’s reporting requirements under the Exchange Act, the Company shall publish on its website (www.lafarge.com) on an ongoing basis, or otherwise furnishes the United States Securities and Exchange Commission (the “Commission”) with, certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Exchange Act. To the extent furnished to the Commission, such reports and documents may be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, NE, Washington, DC 20549 | | Face, paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Form of Deposit Agreement among Lafarge, JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Previously filed as exhibit (a) to Registration Statement No. 333-13740 and incorporated herein by reference.
(a)(2) Form of Amendment to Deposit Agreement, including the form of ADR. Filed herewith as Exhibit (a)(2)
(b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.
(c) Any 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. - None.
(d) Opinion of counsel to the Depositary as to the legality of the securities to be registered. Previously filed as exhibit (a) to Registration Statement No. 333-13740 and incorporated herein by reference.
(e) Certification under Rule 466. - Filed herewith as Exhibit (e).
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 ADRs, 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 an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 24, 2007.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| | |
| By: | JPMORGAN CHASE BANK, N.A., in its capacity as Depositary |
| | |
| | |
| By: | /s/ Melinda L. VanLuit |
| Name: | Melinda L. VanLuit |
| Title: | Vice President |
Pursuant to the requirements of the Securities Act of 1933, Lafarge 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on September 24, 2007.
| LAFARGE |
| | |
| By: | /s/ Bruno Lafont |
| Name: | Bruno Lafont |
| Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on September 24, 2007.
| | Title |
| | | |
| /s/ Bruno Lafont | | Chairman and Chief Executive Officer |
| Bruno Lafont | | (Principal Executive Officer and Director) |
| | | |
| /s/ Bertrand Collomb | | Honorary Chairman of the Board |
| Bertrand Collomb | | (Director) |
| | | |
| /s/ Jean-Jacques Gauthier | | Executive Vice President, Finance |
| Jean-Jacques Gauthier | | |
| | | |
| | | Director |
| Michael Blakenham | | |
| | | |
| /s/ Jean-Pierre Boisivon | | Director |
| Jean-Pierre Boisivon | | |
| | | |
| /s/ Michel Bon | | Director |
| Michel Bon | | |
| | | |
| /s/ Philippe Charrier | | Director |
| Philippe Charrier | | |
| | | |
| | | Director |
| Philippe Dauman | | |
| | | |
| | | Director |
| Oscar Fanjul | | |
| | | Director |
| Juan Gallardo | | |
| | | |
| /s/ Alain Joly | | Director |
| Alain Joly | | |
| | | |
| /s/ Bernard Kasriel | | Director |
| Bernard Kasriel | | |
| | | |
| | | Director |
| Pierre de Lafarge | | |
| | | |
| /s/ Jacques Lefevre | | Director |
| Jacques Lefevre | | |
| | | |
| /s/ Michel Pébereau | | Director |
| Michel Pébereau | | |
| | | |
| /s/ Hélène Ploix | | Director |
| Hélène Ploix | | |
| | | |
| | | Chief Accounting Officer |
| Marc Soulé | | |
| | | |
| | Authorized Representative in the |
| Peter Keeley | | United States |
INDEX TO EXHIBITS
Exhibit Number | | |
| | | |
| (a)(2) | | Form of Amendment to Deposit Agreement. |
| | | |
| (e) | | Rule 466 certification |
