Registration No. 333 -
As filed with the Securities and Exchange Commission on April 5, 2004
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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societe Air France
(Exact name of issuer of deposited securities as specified in its charter)
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Air France
(Translation of issuer's name into English)
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The Republic of France
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-2026
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Air France
125 West 55th Street
New York, New York 10019
(212) 830-4000
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
William B. Hobbs, Esq. Herman H. Raspe, Esq.
Linklaters Patterson, Belknap, Webb & Tyler LLP
1345 Avenue of the Americas 1133 Avenue of the Americas
New York, New York 10105 New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each 100,000,000 $5.00 $5,000,000 $633.50
representing one (1) Ordinary Share,
nominal value(euro)8.50 per share, of
societe Air France
- --------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing American Depositary Shares.
- --------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Registration Statement 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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADS(s)")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (17)
securities and (18).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (15).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (14);
soliciting material Reverse of Receipt - Paragraph (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (15)
and (17).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (7);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (15) and (19).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (23) and (24) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (14).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (7),
the underlying securities (8), (10) and (11).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (11).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (14).
Air France is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549 and at the
principal executive office of the depositary, and may be retrieved from the
Commission's website at www.sec.gov.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the Form of ADS Deposit Agreement filed as Exhibit (a)
to this Registration Statement on Form F-6 and is incorporated herein by
reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of ADS Deposit Agreement, by and among Air France (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all Holders and Beneficial Owners of American Depositary Shares
issued thereunder ("ADS Deposit Agreement"). -- Filed herewith as
Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. --
None.
(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. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
the Receipts, 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 amount of fees charged is 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 a Receipt thirty (30) days before any
change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the ADS
Deposit Agreement, by and among societe Air France, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares to be issued thereunder, 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 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 the 5th day of April, 2004.
Legal entity created by the ADS Deposit
Agreement under which the American
Depositary Shares registered hereunder are
to be issued, each American Depositary
Share representing one (1) Ordinary Share,
nominal value (euro)8.50 per share, of Air
France.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Air France 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
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Paris, France, on April 5, 2004.
SOCIETE AIR FRANCE
/s/ Jean-Cyril Spinetta
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Name: Jean-Cyril Spinetta
Title: Chairman and Chief Executive Officer
societe Air France
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacity
and on the date indicated.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jean-Cyril Spinetta and Philippe Calavia,
and each of them acting individually as his or her true and lawful
attorneys-in-fact and agents, with full and several power of substitution and
resubstitution, in any and all capacities, to sign on his or her behalf any or
all amendments, (including post-effective amendments) and supplements to this
registration statement and any registration statements filed by the registrant
pursuant to Rule 462(b) of the Securities Act of 1933 relating thereto, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Name Title
- -------------------------------- ------------------------------------
/s/ Jean-Cyril Spinetta Chairman of the Board and Chief
- -------------------------------- Executive Officer
Jean-Cyril Spinetta (Principal Executive Officer)
/s/ Philippe Calavia Chief Financial Officer
- --------------------------------
Philippe Calavia
/s/ Michel Caruel Chief Accounting Officer
- -------------------------------- (Principal Accounting Officer)
Michel Caruel
/s/ Jean-Pierre Aubert Member of the board of directors
- --------------------------------
Jean-Pierre Aubert
/s/ Patricia Barbizet Member of the board of directors
- --------------------------------
Patricia Barbizet
/s/ Jean-Francois Dehecq Member of the board of directors
- --------------------------------
Jean-Francois Dehecq
/s/ Pierre-Mathieu Duhamel Member of the board of directors
- --------------------------------
Pierre-Mathieu Duhamel
/s/ Jean-Marc Espalioux Member of the board of directors
- --------------------------------
Jean-Marc Espalioux
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Name Title
- -------------------------------- ------------------------------------
/s/ Bruno Fareniaux Member of the board of directors
- --------------------------------
Bruno Fareniaux
/s/ Michel Guyard Member of the board of directors
- --------------------------------
Michel Guyard
/s/ Paul Laprevote Member of the board of directors
- --------------------------------
Paul Laprevote
/s/ Daniel Mackay Member of the board of directors
- --------------------------------
Daniel Mackay
/s/ Christian Magne Member of the board of directors
- --------------------------------
Christian Magne
/s/ Pascal Mathieu Member of the board of directors
- --------------------------------
Pascal Mathieu
/s/ Christian Paris Member of the board of directors
- --------------------------------
Christian Paris
/s/ Marie Ramon Member of the board of directors
- --------------------------------
Marie Ramon
/s/ Pierre Richard Member of the board of directors
- --------------------------------
Pierre Richard
/s/ Gilles Ricono Member of the board of directors
- --------------------------------
Gilles Ricono
/s/ Denis Samuel-Lajeunesse Member of the board of directors
- --------------------------------
Denis Samuel-Lajeunesse
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Name Title
- -------------------------------- ------------------------------------
/s/ Pierre Weill Member of the board of directors
- --------------------------------
Pierre Weill
/s/ Marie-Joseph Male Authorized representative in the
- -------------------------------- United States
Marie-Joseph Male
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
(a) Form of ADS Deposit Agreement
(d) Opinion of counsel to the Depositary