SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
[ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2003
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 1-13.396
TRANSPORTADORA DE GAS DEL SUR S.A.
(Exact name of Registrant as specified in its charter)
GAS TRANSPORTER OF THE SOUTH
(Translation of Registrant’s name into English)
Argentina
(Jurisdiction of incorporation or organization)
Don Bosco 3672
5th Floor
1206 Buenos Aires
Argentina
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
American Depositary Shares, representing Class “B” Shares | New York Stock Exchange |
Class “B” Shares, par value Ps.1 each | New York Stock Exchange* |
*
Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:
Class “A” Shares, par value Ps.1 each | 405,192,594 |
Class “B” Shares, par value Ps.1 each | 389,302,689 |
794,495,283 |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes | X | No |
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 | Item 18 | X |
Explanatory Note
This amendment corrects a typographical error in the exhibits to the EDGAR submission.
This Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other Item of the Form 20-F.
Item 19. Exhibits
See Exhibit Index
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing this Annual Report on Form 20-F/A and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRANSPORTADORA DE GAS DEL SUR S.A. (Registrant) By: | ||||||
/s/ Pablo Ferrero | ||||||
Name: | Pablo Ferrero | |||||
Title: | Chief Executive Officer or General Director | |||||
/s/ Claudio Schuster | ||||
Name: | Claudio Schuster | |||
Title: | Director of Administration and Finance | |||
Dated: June 30, 2004.
EXHIBIT INDEX
Exhibit
No.
1.1
Corporate Charter and By-laws.**
2.1
US$200,000,000 Floating Rate Notes due 2006 – Indentures**
2.2
US$150,000,000 Series 1 Floating Rate Notes due 2003 – Indenture***
2.3
US$150,000,000 Series 2 10.375% Notes due 2003 – Indenture***
2.4
US$100,000,000 Series 3 Floating Rate Notes due 2002 – Trust Deed**
2.5
Extension Agreement – Amendment to the Series 3 Trust Deed*
2.6
Loan Agreement, dated as of April 5, 1999 between TGS and the Inter-American
Development Bank****
2.7
Loan Agreement, dated as of November 2, 1999 between TGS and the Inter-American
Development Bank****
4.1
Technical Assistance Agreement between TGS and Enron Pipeline Company Argentina
S.A. dated December 28, 1992*****
1.1
List of TGS’ Subsidiaries******
0.1
Code of Conduct******
12.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
14.1
Audit Committee Charter******
EXHIBIT 12.1
CERTIFICATION
I, Pablo Ferrero, certify that:
1.
I have reviewed this annual report on Form 20-F, as amended by this Amendment No. 1 on Form 20-F/A, of Transportadora de Gas del Sur S.A.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
a)
Designed such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
[Omitted in accordance with the guidance of SEC Release No. 33-8238]
a)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financing reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting
Date: June 30, 2004
/s/ Pablo Ferrero |
Pablo Ferrero |
Chief Executive Officer |
EXHIBIT 12.2
CERTIFICATION
I, Claudio Schuster, certify that:
1.
I have reviewed this annual report on Form 20-F, as amended by this Amendment No. 1 on Form 20-F/A, of Transportadora de Gas del Sur S.A.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)
Designed such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
[Omitted in accordance with the guidance of SEC Release No. 33-8238]
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financing reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: June 30, 2004
/s/ Claudio Schuster |
Claudio Schuster |
Chief Financial Officer |
EXHIBIT 13.1
CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Transportadora de Gas del Sur S.A. (“the Company”), herby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F, as amended by this Amendment No. 1 on Form 20-F/A, for the year ended December 31, 2003 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: June 30, 2004
/s/ Pablo Ferrero
Name:
Pablo Ferrero
Title:
Chief Executive Officer
EXHIBIT 13.2
CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Transportadora de Gas del Sur S.A. (“the Company”), herby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F, as amended by this Amendment No. 1 on Form 20-F/A, for the year ended December 31, 2003 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: June 30, 2004
/s/ Claudio Schuster
Name:
Claudio Schuster
Title:
Chief Financial Officer
