(Exact
name of registrant as specified in its charter)
DISTRIBUTION
AND SERVICE D&S, INC.
(Translation
of registrant’s name into English)
Avenida
Presidente Eduardo Montalva 8301
Quilicura,
Santiago
Chile
(56-2)
200-5000
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Common
Stock, no par value
(Title of
each class of securities covered by this Form)
Place an
X in the appropriate box(es) to indicate the provision(s) relied upon to
terminate the duty to file reports under the Securities Exchange Act of 1934:
Distribución
y Servicio D&S S.A. (the “Registrant”) first incurred the duty to file
reports under section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) on October 7, 1997, upon the
effectiveness of its registration statement (SEC File No. 333-7616) on
Form F-1, as amended.
B.
The
Registrant has filed or submitted all reports required under Exchange Act
section 13(a) or section 15(d) and corresponding Securities and Exchange
Commission (the “Commission”) rules for the 12 months preceding the
filing of this Form, including its annual report on Form 20-F for the
fiscal year ended December 31,2007.
The
Registrant’s securities were last sold in the United States in an offering under
the Securities Act of 1933, as amended, during 2004, pursuant to Form F-3 (SEC
File No. 333-117686); this offering involved the issuance of shares represented
by ADSs upon the exercise of outstanding rights granted pro rata to all existing
common stockholders, as is required for all Chilean public common stock
offerings.
The
primary trading market for the Registrant’s common stock is the Bolsa de Comercio de
Santiago (the “Santiago Stock Exchange”) located in Santiago,
Chile. The Registrant’s common stock also is listed on the Electronic
Stock Exchange of Chile (Bolsa Electrónica de
Chile) and the Valparaíso Stock Exchange (Bolsa de Valores de
Valparaíso), also in Chile, and was listed on the Madrid Stock
Exchange (Latibex) in
Spain.
B.
The
Registrant’s common stock was initially listed on the Santiago Stock
Exchange on December 3, 1996. The Registrant has maintained a listing of
its common stock on the Santiago Stock Exchange for at least the 12 months
preceding the filing of this Form.
C.
During the 12-month period
beginning April 30, 2008 and through and including April 30, 2009,
74.76 % of trading in the
Registrant’s common stock occurred on the Santiago Stock
Exchange.
As of
April 7, 2009, based on an inquiry and analysis undertaken by the
Registrant, the total number of United States resident record holders of the
Registrant’s common stock (including common stock represented
by American Depositary Shares (“ADSs”)) was no more than 205
holders. To complete
this analysis, the Registrant relied in part upon information provided
by Georgeson Inc. and Broadridge Financial Solutions, Inc.,
independent information service providers.
The
Registrant published the notice required by Exchange Act
Rule 12h-6(h), disclosing its intent to terminate its duty to file
reports
under section 13(a) or section 15(d) of the Exchange Act, by means of a
press release issued on June 18, 2009.
B.
The
press release described above was disseminated through major financial
news wire services in the United States. Such notice
was also submitted to the Commission under cover of Form 6-K on June 18,2009. Additionally, the notice was
posted on the Registrant’s website
(www.dys.cl).
Other
Notices:
The
Registrant sent a notice on June 18, 2009 to JPMorgan Chase Bank, N.A., its
depositary (the “Depositary”), requesting termination of the
Registrant-sponsored ADR facility and an amendment to the ADR terms. The
Depositary thereafter agreed to such amendment. The termination and amendment
will be effective 30 days after the Depositary delivers a notice of termination
to the ADR holders.
As a
result of the foregoing, beginning on or about August 28, 2009:
(1) ADR
holders will no longer be able to exchange ADRs for underlying Registrant common
stock through the Depositary, and
(2) the
Depositary will sell Registrant common stock underlying ADRs and will hold net
proceeds in trust (as long as it may lawfully do so) for the pro rata benefit of
holders of ADRs not theretofore surrendered.
Holders
of ADRs may request further information from the Depositary concerning how to
proceed with their ADRs at (800) 990-1135.
The
Registrant’s Internet website can be accessed at http://www.dys.cl/index_ing.ph. The
Registrant does not
intend to publish the information required for the exemption under Rule
12g3-2(b) under the Exchange Act as long as it remains eligible for the
exemption under Rule 12g3-2(a).
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any
time before the effectiveness of its termination of reporting under
Rule 12h-6, it has actual knowledge of information that causes it
reasonably to believe that, at the time of filing the
Form 15F:
(1) The
average daily trading volume of its subject class of securities in the United
States exceeded 5 percent of the average daily trading volume of that class
of securities on a worldwide basis for the same recent 12-month period that the
issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its
subject class of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under
Rule 12h-6(a)(4)(ii)(A) or (B) or Rule 12h-6(c); or
(3) It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
Pursuant
to the requirements of the Securities Exchange Act of 1934, Distribución y
Servicio D&S S.A. has duly authorized the undersigned person to sign on its
behalf this certification on Form 15F. In so doing, Distribución y Servicio
D&S S.A. certifies that, as represented on this Form, it has complied with
all of the conditions set forth in Rule 12h-6 for terminating its
registration under section 12(g) of the Exchange Act, or its duty to file
reports under section 13(a) or section 15(d) of the Exchange Act, or
both.
