As filed with the Securities and Exchange Commission on June 17, 2005.
Registration No. 333-105981
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 Evidenced by American Depositary Receipts of
TV AZTECA, S.A. DE C.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
United Mexican States
(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, 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
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
[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. [ ]
EMM-792098_1
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
- # -
192688_3
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 10, 11, 15 and 24
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 9, 10 and 24
(iv)
The transmission of notices, reports
Articles number 10, 11, 13
and proxy soliciting material
and 24
(v)
The sale or exercise of rights
Articles number 3, 9, 10 and 24
(vi)
The deposit or sale of securities
Articles number 3, 9, 10,
resulting from dividends, splits
and 24
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 17, 18 and 24
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 13 and 24
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 6
or withdraw the underlying securities
and 24
(x)
Limitation upon the liability
Articles number 9, 15, 16, 18
of the depositary
and 24
3.
Fees and Charges
Articles number 3, 6 and 24
Item - 2.
Available Information
Public reports furnished by issuer
Article number 13 and 23
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a(1).
Form of Deposit Agreement dated as of August 15, 1997, as amended and restated as of April 22, 1998, among TV Azteca, S.A. de C.V., The Bank of New York as Depositary, and all Owners from time to time of American Depositary Receipts issued thereunder. - Filed previously.
a(2).
Trust Agreement dated August 11, 1997 between TV Azteca, S.A. de C.V,, as Grantor, and Nacional Financiera, S.N.C., as CPO Trustee, along with an English translation thereto. – Filed previously.
b(1).
Form of CPO Deed, along with an English translation thereto. – Filed Previously.
b(2).
Form of Letter Agreement between TV Azteca, S.A. de C.V. and The Bank of New York relating to the pre-release of ADRs. – Filed previously.
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) and (b) above.
d(1).
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
d(2).
Opinion of Counsel to the CPO Trustee. – Filed previously.
e.
Certification under Rule 466 - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
Previously filed.
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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 Post-Effective Amendment No. 1 to the 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 June 13, 2005.
Legal entity created by the agreement for the issuance of American Depositary Receipts for CPOs representing financial interests in, and limited voting rights with respect to, Series A Shares, Series D-A Shares and Series D-L Shares, of TV Azteca, S.A. de C.V.
By:
The Bank of New York,
As Depositary
By: /s/ Allen R. Murray
Allen R. Murray
Managing Director
192688_3
Pursuant to the requirements of the Securities Act of 1933, TV Azteca, S.A. de C.V. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Mexico City, Mexico on June 14, 2005.
TV AZTECA, S.A. DE C.V.
By: /s/ Francisco X. Borrego
Name: Francisco X. Borrego
Title: General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 14, 2005.
/s/ Mario San Román Flores
Chief Executive Officer and Director
Mario San Román Flores
(principal executive officer)
/s/ Carlos Hesles Flores
Chief Financial Officer
Carlos Hesles Flores
(principal financial officer)
/s/ Pedro Molina Reyes
Chief Accounting Officer
Pedro Molina Reyes
(principal accounting officer)
_______________________________
Chairman of the Board of Directors
Ricardo Benjamin Salinas Pliego
_______________________________
Director
Pedro Padilla Longoria
/s/ Luis Echarte Fernandez
Director
Luis Echarte Fernandez
/s/ Michael Viner
Director
Michael Viner
_______________________________
Director
Guillermo Salinas Pliego
/s/ Michael Gearon
Director
Michael Gearon
/s/ Sergio Manuel Gutiérrez Muguerza
Director
Sergio Manuel Gutiérrez Muguerza
/s/ Joaquin Arrangoiz Orvañanos
Director
Joaquin Arrangoiz Orvañanos
/s/ Fiancisco X. Borrego Hinojosa Linage
General Counsel
Fiancisco X. Borrego Hinojosa Linage
(Authorized representative in the United States)
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INDEX TO EXHIBITS
Exhibit
Letter
Exhibit
5
Certification under Rule 466.
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