As filed with the Securities and Exchange Commission on November 6, 2009. Registration No. 33-63592
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
YPF Sociedad Anónima
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 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 Mellon
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. [ ]
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The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
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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 and 18 |
(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 and 8 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 |
3. Fees and Charges | Articles number 7 and 8 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of ____________, 2009 among YPF Sociedad Anónima, The Bank of New York Mellon, as Depositary, and all Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of letter dated _________, 2009 from The Bank of New York Mellon to YPF Sociedad Anónima 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. – Filed previously.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, 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 amounts of fees charged are 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 depositary shares thirty days before any change in the fee schedule.
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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 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 November 6, 2009.
Legal entity created by the agreement for the issuance of depositary shares representing Class D shares of YPF Sociedad Anónima.
By:
The Bank of New York Mellon,
As Depositary
By:
/s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, YPF Sociedad Anónima has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Buenos Aires, Argentina, on November 4, 2009.
YPF Sociedad Anónima
By: /s/ Ignacio Morán
Name: Ignacio Morán
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints Sebastián Eskenazi, Ignacio Morán and Alejandro Quiroga López, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 4, 2009.
Name |
| Title |
|
| |
/s/ Antonio Brufau Niubo |
| Chairman and Director |
Antonio Brufau Niubo |
|
|
|
| |
/s/ Sebastián Eskenazi | Vice Chairman, Chief Executive Officer and Director (principal executive officer) | |
Sebastián Eskenazi | ||
/s/ Ignacio Morán | Chief Financial Officer (principal financial officer) | |
Ignacio Morán | ||
/s/ Angel Ramos Sánchez | Director of Management Control (principal accounting officer) | |
Angel Ramos Sánchez | ||
/s/ Enrique Eskenazi |
| Vice-Chairman and Director |
Enrique Eskenazi |
|
|
|
| |
/s/ Antonio Gomis Sáez |
| Chief Operating Officer and Director |
Antonio Gomis Sáez |
|
|
/s/ Aníbal Guillermo Belloni |
| Director |
Aníbal Guillermo Belloni |
|
|
___________________________________________ |
| Director |
Mario Blejer |
|
|
/s/ Carlos Bruno |
| Director |
Carlos Bruno |
|
|
|
| |
/s/ Santiago Carnero |
| Director |
Santiago Carnero |
|
|
/s/ Carlos de la Vega |
| Director |
Carlos de la Vega |
|
|
|
| |
___________________________________________ |
| Director |
Matías Eskenazi Storey |
|
|
/s/ Raúl Cardoso Maycotte |
| Director |
Raúl Cardoso Maycotte |
|
|
/s/ Salvador Font Estrany | Director | |
Salvador Font Estrany | ||
|
| |
/s/ Federico Mañero |
| Director |
Federico Mañero |
|
|
|
| |
___________________________________________ |
| Director |
Fernando Ramírez Mazarredo |
|
|
/s/ Luis Suárez de Lezo Mantilla | Director | |
Luis Suárez de Lezo Mantilla | ||
___________________________________________ |
| Director |
Javier Monzón |
|
|
/s/ Mario Vázquez |
| Director |
Mario Vázquez |
|
|
|
| |
PUGLISI & ASSOCIATES By: /s/ Donald J. Puglisi |
| Authorized Representative in the United States |
Managing Director |
|
|
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INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2009, among YPF Sociedad Anónima, The Bank of New York Mellon, as Depositary, and all Owners from time to time of American Depositary Shares issued thereunder. | |
2 | Form of letter dated ________, 2009 from The Bank of New York Mellon to YPF Sociedad Anónima relating to pre-release activities | |
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