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Corpbanca/FI – ‘F-4’ on 9/24/04

On:  Friday, 9/24/04, at 10:39am ET   ·   Accession #:  1193125-4-161248   ·   File #:  333-119239

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/24/04  Corpbanca/FI                      F-4                    7:5.3M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement of a Foreign Private Issuer  HTML   4.35M 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion of Poduje & Cia                             HTML     10K 
 3: EX-21.1     List of Subsidiaries of Corpbanca                   HTML      6K 
 4: EX-23.1     Consent of Deloitte & Touche                        HTML      8K 
 5: EX-99.1     Form of Letter to Brokers, Dealers...And Other      HTML     16K 
                          Nominees                                               
 6: EX-99.2     Form of Letter to Clients of Brokers,               HTML     17K 
                          Dealers...And Other Nominees                           
 7: EX-99.3     Form of Dealer Manager Agreement                    HTML    133K 

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As filed with the Securities and Exchange Commission on September 24, 2004.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CORPBANCA

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant name into English)

Huérfanos 1072

Santiago

Chile

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Corp Banca, C.A., Banco Universal

New York Branch

845 Third Avenue

New York, New York 10022

(212) 826-5123

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Copies of Communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

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, or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated September     , 2004

EXCHANGE OFFER PROSPECTUS

OFFER TO EXCHANGE ALL OF OUR OUTSTANDING

RULE 144A AMERICAN DEPOSITARY SHARES

FOR NEW AMERICAN DEPOSITARY SHARES

THE EXCHANGE OFFER AND THE RIGHT TO WITHDRAW RULE 144A AMERICAN

DEPOSITARY SHARES YOU HAVE TENDERED WILL EXPIRE AT 5:00 P.M., NEW YORK CITY

TIME, ON                    , 2004, UNLESS EXTENDED.

Investments in these securities involve risks. See “ Risk Factors” beginning on page 12 of Annex 1 hereto.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Our common stock is currently listed on the Santiago Stock Exchange. On                    , 2004, the closing sale price on the Santiago Stock Exchange was Ch$             per share of common stock, equivalent to U.S.$             per new ADS. Currently, no public market exists for the new ADSs.

The Dealer-Manager for the exchange offer is:

Citigroup

The date of this exchange offer prospectus is                    , 2004.

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EXCHANGE OFFER PROSPECTUS

Annex 1: Form 20-F Registration Statement

Annex 1 contains our Registration Statement on Form 20-F filed with the Commission on September 24, 2004 (without exhibits), which is incorporated into, and constitutes a part of, this exchange offer prospectus. Important information is included in Annex 1, including business and financial information about Corpbanca and information about our shares of common stock and new ADSs.

You should rely only on information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with any information that is different. If given or made, you must not rely on such information or representation as having been authorized by us.

We are not making an offer to exchange, or a solicitation of an offer to exchange, these securities in any circumstances in which such an offer or solicitation is unlawful. You should not assume that the information contained in this exchange offer prospectus is correct as of any time after the date of this exchange offer prospectus or that there has been no change in our affairs since that date.

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EXCHANGE OFFER SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you consider important in deciding to tender your Rule 144A ADSs. You should read carefully this entire prospectus, including Annex 1 hereto.

Purpose of the Exchange Offer

The purpose of the exchange offer is to provide you with the opportunity to exchange your Rule 144A ADSs for new ADSs that will be eligible for trading on the New York Stock Exchange and will be freely transferable by most investors.

The Exchange Offer

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Although we do not currently intend to do so, if we modify the terms of the exchange offer, those modified terms will be made available to all holders of Rule 144A ADSs, whether or not you have tendered your Rule 144A ADSs prior to the modification. We will extend the exchange offer, if necessary, to allow holders of Rule 144A ADSs adequate time to consider any modification. See “The Exchange Offer—Acceptance of Tenders.”

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If you do not meet these requirements, you will need to comply with the registration and prospectus delivery requirements of the Securities Act if you want to resell the new ADSs, unless an exemption to those requirements is available.

We are under no obligation to prepare a prospectus for use in connection with any resale.

See “The Exchange Offer—Resales.”

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

Our purpose in making the exchange offer is to provide you with the opportunity to exchange your Rule 144A ADSs for new ADSs that will be eligible for trading on the New York Stock Exchange and will be freely transferable by most investors. We initially offered and sold the Rule 144A ADSs in November 2003 in a private placement to a limited number of institutional investors. The exchange offer should provide you with the ability to effect, for U.S. federal income tax purposes, a tax-free exchange of your Rule 144A ADSs for new ADSs. Your Rule 144A ADSs are currently subject to trading limitations, whereas the new ADSs will be eligible for trading on the New York Stock Exchange and will be freely transferable by most investors. We have described below under “Resales” the relevant rules on resales of the new ADSs. We anticipate that the new ADSs will be more widely held and actively traded than the Rule 144A ADSs. Your participation in the exchange offer is voluntary and you should carefully consider whether to accept this offer.

In November 2003, in addition to our offering and sale of our Rule 144A ADSs, we offered and sold ADSs to non-U.S. persons outside of the United States in accordance with Regulation S under the Securities Act, which we refer to as the Regulation S ADSs. The Regulation S ADSs are not subject to this exchange offer. The facility under which the Regulation S ADSs were issued will be amended and the Regulation S ADSs will be fungible with the new ADSs.

Exchange Agent; Dealer-Manager

The Bank of New York has agreed to act as exchange agent in connection with the exchange offer. Citigroup Global Markets Inc. has agreed to act as dealer-manager in connection with this exchange offer. You should direct questions and requests for assistance to the exchange agent at (800) 507-9357 or to the dealer-manager at (212) 816-0345.

Terms of the Exchange Offer

We are offering to exchange one new ADS representing 5,000 shares of our common stock for each outstanding Rule 144A ADS that you have validly tendered. As of September 23, 2004, there were a total of 1,843,592 144A ADSs outstanding. The exchange offer is not conditioned on any minimum number of Rule 144A ADSs being tendered for exchange.

The terms of the new ADSs that we are offering to you in exchange for your Rule 144A ADSs are similar in all material respects to your Rule 144A ADSs, except that:

In addition to the above differences, the new ADSs contain the following terms that differ from the Rule 144A ADSs:

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Holders of Rule 144A ADSs who wish to exchange Rule 144A ADSs for new ADSs and who validly tender Rule 144A ADSs to the exchange agent by complying with the book-entry transfer procedures described below will receive delivery of new ADSs through the book-entry system of DTC to the account of the holder’s broker, dealer, bank, trust company or other nominee at DTC.

Promptly after the expiration date we will accept Rule 144A ADSs that you have validly tendered and not withdrawn if all of the terms and conditions of this exchange offer have been satisfied or waived. We, however, reserve the right to delay acceptance of tendered Rule 144A ADSs, or to terminate the exchange offer, upon the occurrence of any of the conditions set forth below under “—Conditions” if we are permitted to do so by the applicable rules of the Securities and Exchange Commission, or the Commission. We confirm that our reservation of the right to delay our acceptance of tendered Rule 144A ADSs or terminate the exchange offer is governed by Rule 14e-1(c) under the Securities Exchange Act of 1934, or the Exchange Act, which requires that we provide the consideration offered or return the tendered securities promptly after we terminate or withdraw the exchange offer.

In addition, we reserve the right to waive any condition or otherwise amend the exchange offer in our reasonable discretion. If any amendment of the exchange offer or waiver constitutes a material change in the information previously disclosed to the holders of Rule 144A ADSs, we will disseminate promptly disclosure of the change. We will do so in a manner reasonably calculated to inform holders of the change. If it is necessary for adequate dissemination of information regarding the material change, we will extend the exchange offer to permit adequate time for holders of Rule 144A ADSs to consider the additional information.

Neither we nor our board of directors, the dealer-manager or the exchange agent make any recommendation to you as to whether to tender all or any of your Rule 144A ADSs for exchange. We have not authorized anyone to make such a recommendation. You must make your own decision whether to tender your Rule 144A ADSs in the exchange offer and, if so, the number of Rule 144A ADSs to tender after reading this exchange offer prospectus (and the materials it refers to), including Annex 1 hereto, and consulting with your advisers, if any, based on your own financial position and requirements.

Consequences of Failing to Exchange Rule 144A ADSs

Reduction in Liquidity

Because the exchange offer is for any and all Rule 144A ADSs, the number of Rule 144A ADSs we acquire in the exchange offer will reduce the number of outstanding Rule 144A ADSs. As a result, the liquidity of any remaining Rule 144A ADSs may be substantially reduced. Moreover, we intend to terminate the Rule 144A deposit agreement, as described below, which will eliminate the trading market for any Rule 144A ADSs that remain outstanding after the exchange offer is completed.

Transfer Restrictions

If you do not exchange your Rule 144A ADSs for new ADSs in the exchange offer, the restrictions on transfer of the Rule 144A ADSs will continue to apply to your Rule 144A ADSs. These transfer restrictions are required because the Rule 144A ADSs were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may not offer or sell the Rule 144A ADSs, unless they have been registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the offer or sale of Rule 144A ADSs under the Securities Act.

Termination of Rule 144A Deposit Agreement

In connection with the private placement of Rule 144A ADSs, we entered into the Rule 144A deposit agreement with The Bank of New York, as Rule 144A depositary. The Rule 144A deposit agreement states that,

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at our direction, the depositary will terminate the Rule 144A deposit agreement, upon the expiration of 30 days from the mailing of notice of the termination to holders of the ADSs. To avoid having duplicative depositary facilities after the consummation of the exchange offer, we intend to direct the Rule 144A ADS depositary to terminate the Rule 144A deposit agreement, as described above. We expect that notice of the termination will be mailed to all holders, if any, of Rule 144A ADSs not tendered and accepted for exchange pursuant to this exchange offer promptly after we accept for exchange the Rule 144A ADSs, if any, tendered in connection with this exchange offer. Upon listing of the shares underlying the new ADSs on the New York Stock Exchange, the Rule 144A depositary will no longer accept shares for deposit under the Rule 144A deposit agreement.

If you hold any Rule 144A ADSs after the completion of the exchange offer, you will have the option, prior to the termination of the Rule 144A deposit agreement, and in compliance with the provisions thereof, to sell your Rule 144A ADSs or to withdraw the shares underlying your Rule 144A ADSs, assuming you pay the transaction and other costs described in the Rule 144A deposit agreement. You may:

If any Rule 144A ADSs remain outstanding after the date of termination of the Rule 144A deposit agreement The Bank of New York, as Rule 144A depositary will:

Under the Rule 144A deposit agreement, holders of Rule 144A ADSs that remain outstanding after termination will be required to pay a fee of U.S.$5.00 or less per 100 Rule 144A ADSs upon the surrender of Rule 144A ADSs and the delivery of either the deposited shares underlying those Rule 144A ADSs or of the proceeds from the sale of those shares, together with any other applicable taxes or governmental changes as set forth in the Rule 144A deposit agreement. The Rule 144A ADS depositary has agreed, solely in connection with tenders of Rule 144A ADSs pursuant to the exchange offer, to waive the Rule 144A ADSs surrender fee otherwise payable by holders of Rule 144A ADSs under the Rule 144A deposit agreement.

Upon termination of the Rule 144A deposit agreement, for a period of one year after termination, you will be entitled to receive the shares underlying your Rule 144A ADSs. At any time after the expiration of one year from the date of the termination of the Rule 144A deposit agreement, the Rule 144A ADS depositary may sell the deposited shares. The depositary will hold the net proceeds of that sale, together with any cash it then holds

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under the Rule 144A deposit agreement without liability for interest, for the pro rata benefit of the Rule 144A ADS holders that have not surrendered their Rule 144A ADSs.

We may in the future seek to acquire untendered Rule 144A ADSs in the open market, in privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of those purchases or offers may differ from the terms of this exchange offer.

Expiration and Extension

The exchange offer and the right to withdraw Rule 144A ADSs you have tendered will expire at 5:00 p.m., New York City time, on                     , 2004, unless we choose, in our sole discretion, to extend the exchange offer. If we extend the exchange offer, then the expiration date will mean the latest time and date on which the exchange offer as so extended will expire.

During any extension of the exchange offer, all Rule 144A ADSs you have previously tendered will remain governed by the exchange offer and the withdrawal rights described in this prospectus. We may extend the exchange offer by giving notice to the exchange agent at any time before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration of the exchange offer. We will make a public announcement of any extension or termination of the exchange offer in a timely manner. Unless otherwise required by law or regulation, we will not have any obligation to communicate that public announcement other than by making a release to the Dow Jones News Service and to the exchange agent.

Conditions

We will not be required to cause the depositary to issue new ADSs in exchange for tendered Rule 144A ADSs and we may terminate the exchange offer and delay the acceptance of the tendered Rule 144A ADSs if:

which, in our judgment, could reasonably be expected to materially impair (1) our ability to proceed with the exchange offer or (2) the contemplated benefits of the exchange offer.

We expressly reserve the right to terminate the exchange offer and not accept for exchange any Rule 144A ADSs if any of the conditions listed above occurs and is not waived prior to the expiration date. In addition, we may amend the exchange offer at any time before the expiration date if any of the conditions listed above has occurred. Moreover, regardless of whether any of these conditions has occurred, we reserve the right to amend the exchange offer in any manner before the expiration date, although we have no current intention to do so.

These conditions are for our sole benefit and we may waive them, in whole or in part, in our reasonable discretion. Any determination we make concerning an event, development or circumstance described or referred to above will be final and binding on all parties to the exchange offer. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of that right.

How to Tender Rule 144A ADSs

If you own Rule 144A ADSs and wish to tender them in the exchange offer, you should follow the instructions below for tendering your Rule 144A ADSs.

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The Role of the DTC Participant

We understand that the exchange agent has confirmed with DTC that any financial institution that is a participant in DTC’s system may use its Automated Tender Offer Program to tender Rule 144A ADSs. We also understand that the exchange agent will request, within two business days after the date this exchange offer commences, that DTC establish an account relating to the Rule 144A ADSs for the purpose of facilitating the exchange offer.

Any DTC participant may make book-entry delivery of Rule 144A ADSs by causing DTC to transfer the Rule 144A ADSs into the exchange agent’s account in accordance with the Automated Tender Offer Program procedures for transfer. However, the exchange of the Rule 144A ADSs will only be made after:

The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming a part of the book-entry confirmation, stating that DTC has received an express acknowledgment from a participant tendering Rule 144A ADSs that are the subject of the book-entry confirmation and that we may enforce the terms of the exchange offer contained in this prospectus against the participant.

By taking these actions, you and your agent will be deemed to have agreed (1) to the terms and conditions of the exchange offer as set forth in this prospectus and (2) that Corpbanca and the exchange agent may enforce that agreement against you and your agent.

You or your agent should arrange for the DTC participant holding the Rule 144A ADSs through its DTC account to tender those Rule 144A ADSs to the exchange agent prior to the expiration date. In the event one or more brokers, dealers, banks, trust companies, custodians or other nominees acts as an intermediary between your agent and that DTC participant, you or your agent should arrange to deliver the tender instructions for the Rule 144A ADSs to the appropriate DTC participant.

If you tender Rule 144A ADSs in the exchange offer, your new ADSs will be delivered to your account or the account of your agent only in book-entry form through the same DTC participant that delivered your Rule 144A ADSs.

You or your agent should contact in advance the DTC participant whom your agent will be instructing to deliver the Rule 144A ADSs to the exchange agent, to assure that all necessary arrangements are made with that participant in a timely manner to permit the delivery of the Rule 144A ADSs on or before the expiration date and in accordance with that participant’s procedures. You and your agent will be responsible for the risks in connection with the procedures of that participant, and neither we nor the exchange agent will have any liability or obligations in connection with those risks.

General Provisions

The method of delivery of Rule 144A ADSs and all other documents or instructions, including the agent’s message, is at your risk.

A tender will be deemed to have been received only when the exchange agent receives (1) a duly completed agent’s message through the facilities of DTC at the exchange agent’s DTC account and (2) confirmation of book-entry transfer of the Rule 144A ADSs into the exchange agent’s applicable DTC account.

You should be aware that:

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If we do not accept any tendered Rule 144A ADSs because of an invalid tender or because we do not accept any Rule 144A ADSs for exchange, the exchange agent will return tendered Rule 144A ADSs by book-entry delivery to the DTC participant that previously delivered those Rule 144A ADSs to the exchange agent, without expense, but at the risk of the tendering holder. The return of those Rule 144A ADSs by the DTC participant to your account is governed by the arrangements involving intermediaries between your agent and that participant. We disclaim any liabilities or obligations in connection with those arrangements.

Rule 144A ADSs being tendered must be delivered to the exchange agent in accordance with the procedures described in this prospectus on or before the expiration date, as there will be no guaranteed delivery procedures permitting delivery after the expiration date.

Terms and Conditions of a Tender of Rule 144A ADSs

If you wish to participate in the exchange offer, the exchange agent must receive your Rule 144A ADSs and the agent’s message in accordance with the terms described in this prospectus by the expiration date.

By instructing your agent to tender your Rule 144A ADSs in the exchange offer, you are representing, warranting and agreeing that:

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Your agent, by delivering, or causing to be delivered, those Rule 144A ADSs and the completed agent’s message to the exchange agent is representing and warranting that you, as owner of the Rule 144A ADSs, have represented, warranted and agreed to each of the above.

Tendering your Rule 144A ADSs according to the procedures described in “—How to Tender Rule 144A ADSs” will constitute your acceptance of the exchange offer, on the terms set forth herein. Our acceptance for exchange of the Rule 144A ADSs tendered in the exchange offer will constitute a binding agreement between us, on the terms and conditions of the exchange offer.

Withdrawal Rights

You may withdraw the Rule 144A ADSs you tendered to the exchange agent (1) at any time prior to the expiration date and (2) if not yet accepted for exchange, after                     , 2004.

If you tendered your Rule 144A ADSs through an agent and wish to withdraw your Rule 144A ADSs, you will need to make arrangements with your agent. Your ability to withdraw the tender of your Rule 144A ADSs will depend on the terms of the arrangements you have with your agent and, if your agent is not the DTC participant tendering those Rule 144A ADSs, the arrangements between your agent and the DTC participant tendering those Rule 144A ADSs, including any arrangements involving intermediaries between your agent and the DTC participant.

We will determine all questions as to the validity, including, without limitation, questions with regard to timeliness, of notices of withdrawal in respect of Rule 144A ADSs that have been delivered to the exchange agent. That determination will be final and binding on the parties. You and your agent bear the risks arising in connection with the procedures for withdrawal, and we disclaim any liability or obligations in connection with these risks. None of us, the exchange agent, the dealer-manager or any other person shall be obligated or under any duty to give notice of any defects or irregularities in any notice of withdrawal, nor shall any of the foregoing incur any liability for failure to give notice of any defects or irregularities. Withdrawals will not be deemed valid unless and until all defects and irregularities are cured or waived.

Resales

Reliance on Interpretive Letters of the Commission

We are making the exchange offer in reliance on the position of the Staff of the Division of Corporation Finance of the Commission expressed in no-action letters issued to third parties, including Exxon Capital Holdings Corp. (available May 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). In those letters, the Staff of the Commission stated that holders of privately placed securities who exchange those securities for similar securities issued in a registered exchange offer may resell the exchange securities without complying with the registration and prospectus delivery requirements under the Securities Act, if the holder:

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Because we have not sought our own interpretive letter from the Commission, we cannot assure you that the Staff of the Commission would make a similar determination with respect to this exchange offer as in the circumstances described in those no-action letters.

Based on the interpretive letters described above, we believe that the new ADSs that you will receive in exchange for your Rule 144A ADSs may be offered for resale, resold or otherwise transferred by you, without complying with the registration and prospectus delivery provisions of the Securities Act. However, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in order to resell or transfer your new ADSs, unless an exemption to these requirements is available, if:

By tendering Rule 144A ADSs, you represent to us, among other things, that:

Resales by Broker-Dealers

Any broker-dealer that holds Rule 144A ADSs that it acquired for its own account as a result of market-making activities or other trading activities and that receives new ADSs in this exchange offer may be deemed to be an “underwriter” and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new ADSs.

Based on the interpretive letter issued by the Commission to Shearman & Sterling (available July 2, 1993), a broker-dealer may participate in the exchange offer with respect to Rule 144A ADSs that it acquired for its own account as a result of market-making activities or other trading activities if:

Each broker-dealer that receives new ADSs for its own account in exchange for Rule 144A ADSs will, by delivery of Rule 144A ADSs, be deemed to acknowledge that it will deliver a prospectus in connection with any resale of those new ADSs. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. We are under no obligation to prepare a prospectus for use in connection with such a resale.

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We will not receive any proceeds of any sale of new ADSs by broker-dealers. ADSs received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time:

Such sales may occur:

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealers and/or the purchasers of any such ADSs. Any broker-dealer that resells the new ADSs that it received for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new ADSs may be deemed to be an underwriter within the meaning of the Securities Act. Therefore, any profit on any such resale of new ADSs and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

We prepared this prospectus solely for purposes of the exchange offer and not for any other transactions.

The Exchange Agent and the Dealer-Manager

We have retained The Bank of New York as exchange agent in connection with the exchange offer.

We have retained Citigroup Global Markets Inc. as the sole dealer-manager in connection with the exchange offer. Citigroup Global Markets Inc. may solicit tenders in connection with the exchange offer. We have not retained Citigroup Global Markets Inc. to render an opinion regarding the fairness of the exchange offer to the holders of Rule 144A ADSs.

If you or your agent have questions in connection with the exchange offer, you should contact exchange agent or the dealer-manager as set forth in this prospectus.

We have agreed to indemnify the exchange agent and the dealer-manager against liabilities in relation to their respective engagements and to reimburse them for some of their respective expenses.

The exchange agent and its affiliates and may have significant positions in loans to and securities of Corpbanca and some of our subsidiaries. The dealer-manager and its affiliates provide from time to time general banking and financial services to us. We have various loans outstanding with the dealer-manager and its affiliates in an aggregate principal amount of US$23.4 million as of August 16, 2004.

Solicitation of Tenders; Source of Funds

Except as described above under “—The Exchange Agent and the Dealer-Manager,” we have not retained any agent in connection with the exchange offer and will not make any payments to brokers, dealers, salespersons or other persons for soliciting or recommending acceptances of the exchange offer. However, we will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of the Rule 144A ADSs and in handling or forwarding tenders for their customers.

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We expect to obtain the funds required to pay the fees and expenses related to the exchange offer from a combination of available cash and cash equivalents.

We will pay, or cause to be paid, all security transfer taxes, if any, with respect to the issuance of new ADSs pursuant to the exchange offer. We will not do so if the holder tendering Rule 144A ADSs differs from the person receiving new ADSs in exchange therefor or if a transfer tax is imposed for any reason other than the issuance of new ADSs pursuant to the exchange offer. In those cases, the amount of any transfer taxes must be paid by the transferor. You will be responsible for the payment of any fees or commissions charged by your broker or any other financial intermediary through which you own Rule 144A ADSs directly or indirectly for assisting in the exchange of your Rule 144A ADSs.

Regulatory Approvals

We are not aware of any license or regulatory permit that appears to be material to our business and that is likely to be adversely affected by the completion of the exchange offer or of any approval or other action by any U.S. federal or state or non-U.S. government or governmental agency that would be required prior to the completion of the exchange offer. Should any of these approvals or actions be required, it is our present intention to seek these approvals or actions, while reserving our right to decline to accept tenders if any of the events described under “—Conditions” shall have occurred or be continuing prior to the expiration date.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a description of the principal U.S. federal income tax consequences that may be relevant with respect to the exchange of your Rule 144A ADSs for new ADSs pursuant to the exchange offer. This description does not address aspects of U.S. federal income taxation that may be applicable to holders that are subject to special tax rules, such as insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, S corporations, or persons that hold ADSs as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes.

This description is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The exchange of your Rule 144A ADSs for new ADSs pursuant to the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. You will not recognize gain or loss for U.S. federal income tax purposes upon an exchange of your Rule 144A ADSs for new ADSs. Your tax basis in the new ADSs you receive will be the same as your basis in the Rule 144A ADSs and your holding period for the new ADSs you receive will include the holding period for the Rule 144A ADSs you tender.

You should consult with your own advisers regarding the state, local and non-U.S. tax consequences of the exchange offer in light of your particular circumstances.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form F-4, of which this prospectus forms a part, with respect to the exchange offer. In addition, a Form F-6 registration statement for the registration of the new ADSs issuable upon deposit of the shares of our common stock will be filed with the Commission. This prospectus does not include all of the information contained in the registration statements. You should refer to the registration statements and their respective exhibits for additional information. We have summarized what we believe are the material provisions of documents discussed in this prospectus. If you have any questions concerning those provisions or documents, we encourage you to read the entire documents which are on file with the Commission as exhibits to the registration statements.

We will be subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to a foreign private issuer and will file annual reports and other information with the Commission. We intend to file annual reports on Form 20-F and special reports on Form 6-K, including reports containing quarterly financial information, with the Commission. You may read and copy any document we file with the Commission at its public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, NW, Washington, DC 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our filings with the Commission, including the registration statement on Form F-4 of which this exchange offer prospectus is a part, will also be available to you through the Commission’s Electronic Data Gathering and Retrieval (EDGAR) system by referring to the Commission’s website at http://www.sec.gov.

Application will be made for the listing of the new ADSs on the New York Stock Exchange and our reports and other information will be available for inspection at their offices at 20 Broad Street, New York, NY 10005.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and controlling shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

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LEGAL OPINIONS

Certain legal matters in connection with the exchange offer will be passed upon for us by White & Case LLP, New York, New York. The validity of the shares and certain matters of Chilean law will be passed upon for us by Poduje & Cía., Santiago, Chile.

EXPERTS

The consolidated financial statements included in the Form 20-F beginning on page F-1 of Annex 1 hereto have been audited by Deloitte & Touche Sociedad de Auditores y Consultores Ltda., an independent registered public accounting firm, as stated in their report appearing in Annex 1 hereto (which expresses an unqualified opinion and includes explanatory paragraphs describing (a) that accounting principles generally accepted in Chile vary in certain significant respects from accounting principles generally accepted in the United States of America and that information relating to the nature and effect of such differences is presented in Notes 26 and 27 to the consolidated financial statements, (b) that such firm’s audits also included the translation of Chilean Peso amounts into U.S. dollar amounts in accordance with Note 1s. of such consolidated financial statements and (c) that certain reclassifications have been made to the consolidated financial statements previously filed with the Chilean Superintendencia de Bancos e Instituciones Financieras solely for the convenience of readers outside Chile). Such financial statements have been included in Annex 1 hereto in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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ANNEX 1

FORM 20-F REGISTRATION STATEMENT

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As filed with the Securities and Exchange Commission on September 24, 2004.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

OR

CORPBANCA

(Exact name of Registrant as specified in its charter)

Republic of Chile

(Jurisdiction of incorporation or organization)

Huérfanos 1072

Santiago, Chile

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨     Item 18  x

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form 20-F contains statements that constitute forward-looking statements. These statements appear throughout this registration statement, including, without limitation, under “Item 3. Key Information—Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” and include statements regarding our current intent, belief or expectations with respect to (1) our asset growth and financing plans, (2) trends affecting our financial condition or results of operations, (3) the impact of competition and regulations, (4) projected capital expenditures and (5) liquidity. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those described in such forward-looking statements included in this registration statement as a result of various factors (including, without limitation, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates and operating and financial risks), many of which are beyond our control. The occurrence of any such factors not currently expected by us would significantly alter the results set forth in these statements.

Factors that could cause actual results to differ materially and adversely include, but are not limited to:

You should not place undue reliance on such statements, which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to such forward-looking statements after the date of this registration statement to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are a sociedad anónima (corporation) organized under the laws of the Republic of Chile. None of our directors or executive officers are residents of the United States and a substantial portion of our assets and these individuals are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon such persons or to enforce against them or us in the United States courts, judgment obtained in the United States predicated upon the civil liability provisions of the federal securities laws of the United States.

No treaty exists between the United States and Chile for the reciprocal enforcement of judgments. Chilean courts, however, have enforced final judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the United States judgment in order to ascertain whether certain basic principles of due process and public policy have been respected without reviewing the merits of the subject matter of the case. If a U.S. court grants a final judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this judgment in Chile will be subject to the obtaining of the relevant “exequatur” (i.e. recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in force at that time, and consequently, subject to the satisfaction of certain factors. Currently, the most important of these factors are the existence of reciprocity, the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances, the Chilean courts’ determination that the U.S. courts had jurisdiction, that process was appropriately serviced on the defendant and that the defendant was afforded a real opportunity to appear before the court and defend its case; and that enforcement would not violate Chilean public policy.

If an action is started before Chilean courts, there is doubt as to the enforceability of liabilities based on the U.S. federal securities laws and as to the enforceability in Chilean courts of judgments of United States courts obtained in actions based upon civil liability provisions of the federal securities laws of the United States.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. DIRECTORS AND SENIOR MANAGEMENT

Our senior managers, directors and senior executives as of the filing date of this registration statement are listed below.

The business address of each of our executive officers is Huérfanos 1072, Santiago, Chile.

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B. ADVISERS

Our legal adviser with respect to the registration of these securities and our listing in the United States on the New York Stock Exchange, or NYSE, is White & Case LLP, located at 1155 Avenue of the Americas, New York, New York 10036. Our local legal adviser is Poduje & Cía., located at Huérfanos 770, Of. 2303, Santiago, Chile. The depositary under our ADR facility is The Bank of New York, located at 101 Barclay Street, New York, New York 10286.

C. AUDITORS

The financial statements included herein, have been audited by Deloitte & Touche Sociedad de Auditores y Consultores Ltda, a member firm of Deloitte Touche Tohmatsu (which we refer to as Deloitte), an independent registered public accounting firm, as stated in their report appearing in the registration statement (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the convenience translation). Such financial statements have been included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Deloitte is located at Avenida Providencia 1760, Santiago, Chile.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We prepare our consolidated financial statements in Chilean pesos and in conformity with generally accepted accounting principles in Chile, or Chilean GAAP, and the relevant rules of the Chilean Superintendencia de Bancos e Instituciones Financieras, or the Chilean Superintendency of Banks, which together differ in certain respects from accounting principles generally accepted in the United States, or U.S. GAAP. References to Chilean GAAP in this registration statement are to Chilean GAAP, as supplemented by the applicable rules of the Chilean Superintendency of Banks. See note 27 to our audited consolidated financial statements included herein for a description of the principal differences between Chilean GAAP and U.S. GAAP, as they relate to us and our consolidated subsidiaries, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for each of the two years ended December 31, 2003.

Our audited consolidated financial statements as of December 31, 2003 and 2002 and for each of the three years ended December 31, 2003 are referred to herein as our financial statements. Pursuant to Chilean GAAP, unless otherwise indicated, financial data as of December 31, 2003, 2002, 2001, 2000 and 1999 and for each of the five years in the period ended December 31, 2003 included in our financial statements and elsewhere throughout this registration statement have been expressed in constant pesos as of December 31, 2003.

In this registration statement, references to “$,” “U.S.$,” “U.S. dollars” and “dollars” are to United States dollars, references to “pesos” or “Ch$” are to Chilean pesos, and references to “UF” are to Unidades de Fomento. The UF is an inflation-indexed, peso-denominated unit that is linked to, and adjusted daily to reflect changes in, the previous month’s Chilean consumer price index. As of June 30, 2004, UF1.00 was equivalent to U.S.$26.73 and Ch$17,014.95. See “Item 5. Operating and Financial Review and Prospects.”

Unless otherwise specified, all references in this registration statement (except in our financial statements) to loans are to loans, contingent loans and financial leases before deduction for allowances for loan losses, and, except as otherwise specified, all market share data presented herein are based on information published periodically by the Chilean Superintendency of Banks on an unconsolidated basis. Non-performing loans that are

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not yet 90 days or more overdue have been included in each of the various categories of loans, and therefore affect the various averages. Non-performing loans consist of commercial loans included in Category C for more than one year, all commercial loans included in Category D and loans (or portions thereof) that are overdue. We cease to accrue interest on loans as soon as they become overdue. For a description of the loan categories applicable to our business, see “Item 4. Information on the Company—Selected Statistical Information—Classification of Loans (Prior to 2004)” and “Item 4. Information on the Company—Selected Statistical Information—Analysis of Our Loan Classification.” Past due loans include, with respect to any loan, the portion of principal or interest that is 90 or more days overdue, and do not include the portion of such loan that is not overdue or that is less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. This practice differs from that normally followed in the United States where the amount classified as past due would include the total principal and interest on all loans which have any portion overdue. See “Item 4. Information on the Company—Selected Statistical Information—Classification of Loan Portfolio Based on Borrower’s Payment Performance.” For a description of our major types of loans, as well as tables showing their maturities, see “Item 4. Information on the Company—Selected Statistical Information—Loan Portfolio” and “Item 4. Information on the Company—Selected Statistical Information—Maturity and Interest Rate Sensitivity.”

Unless otherwise specified, all references to “shareholders’ equity” as of December 31 of any year are to shareholders’ equity as stated in our financial statements, excluding dividends paid, if any, in respect of the year then ended, such dividends having been paid in the following year.

Certain figures included in this registration statement and in our financial statements have been rounded for ease of presentation. Percentage figures included in this registration statement have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this registration statement may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this registration statement may not sum due to rounding.

This registration statement contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts, were converted from U.S. dollars at the rate indicated in preparing our financial statements or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts as of December 31, 1999, 2000, 2001, 2002 and 2003 and for each of the five years in the period ended December 31, 2003 have been translated from pesos based on the dólar observado, or observed exchange rate, of Ch$599.42 per U.S.$1.00 as reported by the Banco Central de Chile (the Central Bank of Chile, or the Central Bank) as of December 31, 2003. The observed exchange rate reported by the Central Bank is based on the average rate for the prior business day in Chile and is the exchange rate specified by the Chilean Superintendency of Banks for use by Chilean banks in the preparation of their financial statements. The Federal Reserve Bank of New York does not report a noon buying rate for pesos. See “—Exchange Rate Information” below.

In this registration statement, all macro-economic data related to the Chilean economy is based on information published by the Central Bank, and all market share and other data related to the Chilean financial system is based on information published by the Chilean Superintendency of Banks as well as other publicly available information. Information regarding the consolidated risk index of the Chilean financial system as a whole is not available. The Chilean Superintendency of Banks publishes the unconsolidated risk index for the financial system three times yearly in February, June and October.

EXCHANGE RATE INFORMATION

Chile has two currency markets, the Formal Exchange Market and the Mercado Cambiario Informal, or the Informal Exchange Market. The Central Bank is empowered to determine that certain purchases and sales of

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foreign currencies must be carried out in the Formal Exchange Market. Pursuant to Central Bank regulations which are currently in effect, all payments, remittances or transfers of foreign currency abroad which are required to be effected through the Formal Exchange Market may be effected with foreign currency procured outside the Formal Exchange Market. The Formal Exchange Market is comprised of the banks and other entities so authorized by the Central Bank. Current regulations require that the Central Bank be informed of certain transactions and that they be effected through the Formal Exchange Market.

The reference exchange rate for the Formal Exchange Market is reset daily by the Central Bank, taking internal and external inflation into account, and is adjusted daily to reflect variations in parities between the peso and each of the U.S. dollar, the Euro and the Japanese yen. The observed exchange rate for a given date is the average exchange rate of the transactions conducted in the Formal Exchange Market on the immediately preceding banking day, as certified by the Central Bank.

Prior to September 2, 1999, authorized transactions by banks were generally transacted within a certain band above or below the reference exchange rate. In order to maintain the average exchange rate within such limits, the Central Bank intervened by selling and buying foreign currencies on the Formal Exchange Market. On September 2, 1999, the Central Bank eliminated the exchange rate band as an instrument of exchange rate policy, introducing more flexibility to the exchange market. The Central Bank announced that it will intervene in the exchange market only in special and qualified cases.

Purchases and sales of foreign currencies which may be effected outside the Formal Exchange Market can be carried out in the Informal Exchange Market. The Informal Exchange Market reflects transactions carried out at informal exchange rates by entities not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies. There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the observed exchange rate. On December 31, 2003, the average exchange rate in the Informal Exchange Market was approximately the same as the published observed exchange rate for such date of Ch$599.42 per U.S.$1.00.

The following table sets forth the annual low, high, average and period-end observed exchange rate for U.S. dollars for the periods set forth below, as reported by the Central Bank.

The observed exchange rate for September 21, 2004 was Ch$609.84 = U.S.$1.00.

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A. SELECTED FINANCIAL DATA

The following tables present our selected consolidated financial and operating information as of the dates and for the periods indicated. You should read the following information together with the financial statements, including the notes thereto, included in this registration statement and the information set forth in “Item 5. Operating and Financial Review and Prospects.”

The selected consolidated income statement and balance sheet data as of and for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 appearing herein have been derived from our consolidated financial statements which have been audited by Deloitte. Our audited consolidated income statements for the years ended December 31, 2003, 2002 and 2001, and our audited consolidated balance sheets as of December 31, 2003 and 2002, which we refer to as our financial statements, and the reports of Deloitte thereon, appear elsewhere in this registration statement. The selected consolidated income statement data for the years ended December 31, 2000 and 1999, and the selected consolidated balance sheet data as of December 31, 2001, 2000 and 1999 have been derived from financial statements which have been audited by Deloitte and which do not appear elsewhere in this registration statement.

Our financial statements have been prepared in accordance with Chilean GAAP (including the rules of the Chilean Superintendency of Banks), which differs in certain significant respects from U.S. GAAP. See note 27 to our financial statements for a description of the principal differences between Chilean GAAP and U.S. GAAP as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity.

Unless otherwise indicated, U.S. dollar amounts as of December 31, 2003, 2002, 2001, 2000, and 1999 and for each of the five years ended December 31, 2003 have been translated from pesos based on the dólar observado, or observed exchange rate, of Ch$599.42 per U.S.$1.00 as reported by the Central Bank on December 31, 2003. The rate reported by the Central Bank is based on the average rate for the prior business day in Chile and is the exchange rate specified by the Chilean Superintendency of Banks for use by Chilean banks in the preparation of their financial statements. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.

U.S. GAAP data for 1999, 2000 and 2001 does not appear in the following table or elsewhere in this registration statement because we have not previously prepared such data for periods prior to 2002.

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