As filed with the Securities and Exchange Commission on August 13, 2003
Registration No. 333-5492
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| CSR LIMITED | RINKER MATERIALS CORPORATION | CSR FINANCE LIMITED | ||
| ACN 000 001 276 (Exact Name of Registrant as Specified in Its Charter) None (I.R.S. Employer Identification No.) NEW SOUTH WALES, AUSTRALIA (State or Other Jurisdiction of Incorporation or Organization) | (Exact Name of Registrant as Specified in Its Charter) 58-1416933 (I.R.S. Employer Identification No.) Georgia, U.S.A. (State or Other Jurisdiction of Incorporation or Organization) | ACN 000 036 868 (Exact Name of Registrant as Specified in Its Charter) None (I.R.S. Employer Identification No.) New South Wales, Australia (State or Other Jurisdiction of Incorporation or Organization) |
| 9 Help Street Level 1 Chatswood 2067, New South Wales Commonwealth of Australia (61-2) 9235-8000 | 1501 Belvedere Road West Palm Beach, Florida 33406 U.S.A. (561) 833-5555 | 9 Help Street Level 6 Chatswood 2067, New South Wales Commonwealth of Australia (61-2) 9235-8000 |
(Address and Telephone Number of Registrant's Principal Executive Offices)
CT Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number
of Agent For Service)
Copies to:
| Jeffrey F. Browne, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4000 | Richard Drucker, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale to the public:N/A.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.o
CSR Limited, Rinker Materials Corporation (formerly CSR America, Inc.) and CSR Finance Limited are filing this Post-Effective Amendment No. 1 to deregister all of the securities previously registered under the Registration Statement on Form F-3 (as amended, the "Registration Statement"), originally filed August 29, 1996, as amended April 30, 1999, February 17, 2000 and April 27, 2000.
The Registration Statement contains three forms of prospectuses: one to be used in connection with the offering and sale of Debt Securities of CSR Limited, Rinker Materials Corporation and/or CSR Finance Limited; one to be used in connection with the offering and sale of Preference Shares of CSR Limited and/or CSR Finance Limited and Ordinary Shares of CSR Limited or warrants to purchase such securities; and one to be used in connection with the offering and sale of Debt Securities of CSR Limited and/or CSR Finance Limited that may be convertible into certain other securities registered under the Registration Statement or with debt warrants. Each offering made under the Registration Statement would be made pursuant to one of these prospectuses, with the specific terms of the securities offered thereby set forth in an accompanying Prospectus Supplement.
In accordance with an undertaking made by CSR Limited, Rinker Materials Corporation and CSR Finance Limited in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offer, CSR Limited, Rinker Materials Corporation and CSR Finance Limited hereby remove from registration US$400,000,000 in aggregate amount of securities, which represents all of the securities previously registered under the Registration Statement.
None of the securities registered under the Registration Statement were issued by any of CSR Limited, Rinker Materials Corporation, or CSR Finance Limited.
Pursuant to the requirements of the Securities Act of 1933, the registrant, CSR Limited, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sydney, State of New South Wales, Commonwealth of Australia on August 8, 2003.
| CSR LIMITED | |||
By: | /s/ ALEXANDER NORMAN BRENNAN | ||
| Name: Title: | Alexander Norman Brennan Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the following capacities on August 8, 2003
| Name | Title | |
|---|---|---|
/s/ IAN DAVID BLACKBURNE Ian David Blackburne | Chairman | |
/s/ ALEXANDER NORMAN BRENNAN Alexander Norman Brennan | Executive Officer and Managing Director | |
/s/ CAROLYN JUDITH HEWSON Carolyn Judith Hewson | Director | |
/s/ BARRY JAMES JACKSON Barry James Jackson | Director | |
/s/ JOHN DOUGLAS STORY John Douglas Story | Director | |
/s/ JOHN MALCOLM RODNEY WYLIE John Malcolm Rodney Wylie | Director | |
/s/ WARREN ROY SAXELBY Warren Roy Saxelby | Chief Financial and Principal Accounting Officer | |
Puglisi & Associates | Authorized Representative in the United States | |
* Name: Donald J. Puglisi Title: Managing Director |
| *By: | /s/ ALEXANDER NORMAN BRENNAN |
| Name: Title: | Alexander Norman Brennan Attorney-in-Fact |
Pursuant to the requirements of the Securities Act of 1933, the registrant, Rinker Materials Corporation, certifies that it has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, United States of America on August 8, 2003.
| RINKER MATERIALS CORPORATION | |||
By: | /s/ DAVID VINCENT CLARKE | ||
| Name: Title: | David Vincent Clarke Director and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the following capacities on August 8, 2003.
Each person whose signature appears below authorizes Thomas Gene Burmeister and Mike F. Egan, and each of them, as attorneys-in-fact, to sign any post-effective amendments to this registration statement or any related registration statements, on his or her behalf, individually and in each capacity stated below, and to file any such amendment or related registration statement. The power of attorney executed on August 12, 1996 appointing Alan Wilson Coates, Geoffrey Victor Kells and Alexander Norman Brennan as attorneys-in-fact with respect to amendments to this registration statement and related registration statements is hereby revoked.
| Name | Title | |
|---|---|---|
/s/ DAVID VINCENT CLARKE David Vincent Clarke | Director and Chief Executive Officer | |
/s/ IRA FIALKOW Ira Fialkow | Director | |
/s/ MIKE F. EGAN Mike F. Egan | Director | |
/s/ DAVID BERGER David Berger | Director | |
/s/ THOMAS GENE BURMEISTER Thomas Gene Burmeister | Director, Chief Financial and Principal Accounting Officer |
Pursuant to the requirements of the Securities Act of 1933, the registrant, CSR Finance Limited, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sydney, State of New South Wales, Australia on August 8, 2003.
| CSR FINANCE LIMITED | |||
By: | /s/ ALEXANDER NORMAN BRENNAN | ||
| Name: Title: | Alexander Norman Brennan Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the following capacities on August 8, 2003.
| Name | Title | |
|---|---|---|
/s/ ALEXANDER NORMAN BRENNAN Alexander Norman Brennan | Chief Executive Officer | |
/s/ WARREN ROY SAXELBY Warren Roy Saxelby | Director, Chief Financial and Principal Accounting Officer | |
/s/ ANTHONY BRIAN CARLTON Anthony Brian Carlton | Director | |
/s/ FRANCIS NORMAN GOSLING Francis Norman Gosling | Director | |
/s/ EDWIN ANTHONY SMITH Edwin Anthony Smith | Director | |
Puglisi & Associates | Authorized Representative in the United States | |
* Name: Donald J. Puglisi Title: Managing Director |
| *By: | /s/ ALEXANDER NORMAN BRENNAN |
| Name: Title: | Alexander Norman Brennan Attorney-in-Fact |
