As filed with the Securities and Exchange Commission on June 11, 2007
Registration No. 333-
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UNITED STATES 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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COMPANHIA ENERGETICA DE MINAS GERAIS - CEMIG
(Exact name of issuer of deposited securities as specified in its charter)
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ENERGY CO OF MINAS GERAIS
(Translation of issuer's name into English)
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The Federative Republic of Brazil
(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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399 Park Avenue
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Michael L. Fitzgerald, Esq. Patricia Brigantic, Esq.
Milbank, Tweed, Hadley & McCloy LLP Citibank, N.A.
1 Chase Manhattan Plaza 388 Greenwich Street
New York, New York 10005 New York, New York 10013
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It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Aggregate Price Aggregate Registration
Securities to be Registered Registered Per Unit* Offering Price** Fee
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American Depositary Shares, each
representing one (1) non-voting
preferred share, par value R$5.00
per non-voting preferred share, of
Companhia Energetica De Minas
Gerais-CEMIG 200,000,000 $5.00 10,000,000.00 $307.00
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* 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 American Depositary Shares.
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This 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.
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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
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article and below
office paragraph (13).
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center and introductory
paragraph.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner and
one American Depositary Share ("ADSs") introductory paragraph.
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14), (15) and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company 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 retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the Depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Amendment No. 1 to the Second
Amended and Restated Deposit Agreement filed as Exhibit (a)(i) 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)(i) Form of Amendment No. 1 to the Second Amended and Restated
Deposit Agreement, by and among Companhia Energetica de Minas
Gerais - CEMIG (the "Company"), Citibank, N.A., as depositary
(the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares evidenced by the American Depositary
Receipts issued under the Deposit Agreement. -- Filed herewith as
Exhibit (a)(i).
(a)(ii) Second Amended and Restated Deposit Agreement, dated as of August
10, 2001, by and among the Company, the Depositary, and all
Holders and Beneficial Owners of American Depositary Shares
evidenced by the American Depositary Receipts issued thereunder.
-- Filed herewith as Exhibit (a)(ii).
(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 Patricia Brigantic, counsel to the Depositary, as to
the legality of the securities to be registered. -- Filed
herewith as Exhibit (d).
(e) Certification under Rule 466. -- Filed herewith as Exhibit (e).
(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 ADSs, 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 an ADS sixty (60)
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
Second Amended and Restated Deposit Agreement, by and among Companhia Energetica
de Minas Gerais - CEMIG, Citibank, N.A., as Depositary, and all Holders and
Beneficial Owners from time to time of American Depositary Shares evidenced by
American Depositary Receipts 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 11th day of June, 2007.
Legal entity created by the Second Amended
and Restated Deposit Agreement under which
the American Depositary Receipts evidencing
American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing one (1)
non-voting preferred share, par value of
R$5.00 per non-voting preferred share, of
Companhia Energetica de Minas Gerais -
CEMIG.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Teresa Loureiro-Stein
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Name: Teresa Loureiro-Stein
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Companhia Energetica de Minas Gerais - CEMIG 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 Belo Horizonte, MG,
Brazil, on June 11, 2007.
COMPANHIA ENERGETICA DE MINAS GERAIS - CEMIG
By: /s/ Djalma Bastos de Morais
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Name: Djalma Bastos de Morais
Title: Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Djalma Bastos de Morais and Luiz
Fernando Rolla to act as his/her true and lawful attorney-in-fact and agent,
with full power of substitution, for him/her and in his/her name, place and
stead, in any and all such capacities, to sign any and all amendments, including
post-effective amendments, and supplements to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the United States Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on June 11, 2007.
Signature Title
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/s/ Djalma Bastos de Morais Chief Executive Officer
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Djalma Bastos de Morais
/s/ Luiz Fernando Rolla Chief Financial Officer
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Luiz Fernando Rolla
/s/ Leonardo George de Magalhaes Principal Accounting Officer
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Leonardo George de Magalhaes
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/s/ Wilson Nelio Brumer Chairman of the Board of Directors
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Wilson Nelio Brumer
/s/ Djalma Bastos de Morais Director
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Djalma Bastos de Morais
/s/ Aecio Ferreira da Cunha Director
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Aecio Ferreira da Cunha
/s/ Francelino Pereira dos Santos Director
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Francelino Pereira dos Santos
/s/ Luiz Henrique de Castro Carvalho Director
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Luiz Henrique de Castro Carvalho
/s/ Alexandre Heringuer Lisboa Director
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Alexandre Heringuer Lisboa
/s/ Lauro Sergio Vasconcelos David Director
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Lauro Sergio Vasconcelos David
/s/ Guilherme Horta Goncalves Junior Director
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Guilherme Horta Goncalves Junior
/s/ Wilton de Medeiros Daher Director
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Wilton de Medeiros Daher
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States, of
Companhia Energetica de Minas Gerais - CEMIG has executed this Form F-6 on June
11, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to the Second
Amended and Restated Deposit Agreement
(a)(ii) Second Amended and Restated Deposit Agreement
(d) Opinion of counsel to the Depositary
(e) Certification under Rule 466