As filed with the Securities and Exchange Commission on September 21, 2004
Registration No. 333-118760
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
__________
PRE-EFFECTIVE AMENDMENT NO.1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Of
CPFL ENERGIA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
CPFL ENERGY INCORPORATED
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(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, NY 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
[ ] 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]
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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
_______________________
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Pre-Effective Amendment No. 1 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 Receipt |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15, 18 and 21 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 7, 8 and 22 |
(x) Limitation upon the liability of the depositary | Articles number 13, 14, 18, 19 and 21 |
3. Fees and Charges | Articles number 2, 3, 7, 8 and 21 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of ____________, 2004, among CPFL Energia S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Previously filed.
b.
Letter agreement among CPFL Energia S.A. and The Bank of New York relating to pre-release activities. - Filed herewith as Exhibit 2.
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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed.
e.
Certification under Rule 466. - Not Applicable.
Item - 4.
Undertakings.
Previously filed.
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 Pre-Effective Amendment No. 1 to this 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 September 20, 2004.
Legal entity created by the agreement for the issuance of American Depositary Receipts for common shares of CPFL Energia S.A.
By:
The Bank of New York,
As Depositary
By: /s/ Hernan F. Rodriguez
Name: Hernan F. Rodriguez
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended, CPFL Energia S.A. has caused this Pre-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Campinas, Brazil on the 20th day of September, 2004.
CPFL Energia S.A.
By: /s/ Wilson P. Ferreira Jr.
Name: Wilson P. Ferreira Jr.
Title: Diretor-Presidente
By: /s/ José Antonio De A. Filippo
Name: José Antonio De A. Filippo
Title: Diretor Vice-Presidente Financeiro
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on September 20, 2004.
NAME
TITLE
__________*_______
President and Chief Executive Officer
Wilson Ferreira Junior
(principal executive officer)
__________*________
Chairman of the Board of Directors
Carlos Ermírio de Moraes
__________*________
Director
Joílson Rodrigues Ferreira
__________*________
Director
Aloísio Macário Ferreira de Souza
__________*________
Director
Carlos Alberto Cardoso Moreira
__________*________
Director
Cid Alvim Lopes de Resende
__________*________
Director
Deli Soares Pereira
__________*________
Director
Francisco Caprino Neto
__________*________
Director
Luiz Maurício Leuzinger
__________*________
Director
Mário da Silveira Teixeira Júnior
__________*________
Director
Otávio Carneiro de Rezende
__________*________
Director
Rosa Maria Said
__________*________
Director
Susana Hanna Stiphan Jabra
__________*________
Chief Financial Officer and Vice President, Finance
José Antonio de Almeida Filippo
(principal financial officer)
__________*________
Principal Accounting Officer
Antônio Carlos Bassalo
__________*________
Authorized Representative in the United States
Donald J. Puglisi
* By: /s/ Wilson P. Ferreira Junior
Name: Wilson P. Ferreira Junior
As Attorney-in-fact for each of the
persons indicated
INDEX TO EXHIBITS
Exhibit | Exhibit | |
1 | Previously filed. | |
2 | Letter agreement among CPFL Energia S.A. and The Bank of New York relating to pre-release activities | |
4 | Previously filed. |