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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/18/05 Masisa S.A. F-4 18:5.8M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer HTML 3.41M
for Securities Issued in a
Business-Combination Transaction
2: EX-3.1 Estatutos of Terranova, Which Include Its Articles HTML 53K
of Association
3: EX-4.1 Form of Deposit Agreement Among Terranova,The Bank HTML 228K
of New York and Holders
4: EX-5.1 Opinion of Carey & Cia. as to the Legality of the HTML 27K
Securities Being Registered
5: EX-8.1 Opinion of Jones Day as to the U.S. Federal Income HTML 14K
Tax Consequences of Merger
6: EX-10.1 Strategic Alliance Agreement Dated 12/01/2000 B/W HTML 60K
Terranova S.A. & Premdor Inc.
7: EX-10.2 Lease Contract Dated 01/12/1989 B/W Rep. of HTML 69K
Venezuela and Corporacion Forestal
8: EX-21.1 List of Terranova's Subsidaries HTML 14K
9: EX-23.1 Consent of Pricewaterhousecoopers as to Terranova HTML 10K
10: EX-23.2 Consent of Pricewaterhousecoopers as to Masisa HTML 10K
11: EX-23.5 Consent of Independent Accountants HTML 11K
12: EX-24.1 Power of Attorney HTML 23K
13: EX-99.1 Masisa's Letter to Shareholders Proposing the HTML 15K
Merger
14: EX-99.2 Masisa's Notice of the Meeting of Masisa HTML 20K
Shareholders to Approve the Merger
15: EX-99.3 Form of Voting Instruction Card for the Masisa HTML 26K
Extraordinary Meeting
16: EX-99.4 Depositary Notice to Holders of Extraordinary HTML 20K
Shareholders Meeting
17: EX-99.5 Consolidated Financial Statements of Terranova and HTML 668K
Subsidiaries as of 12/31/04
18: EX-99.6 Consent of J.P. Morgan Securities Inc. HTML 11K
| Power of Attorney |
EXHIBIT 24.1
DIRECTORS AND OFFICERS OF
TERRANOVA S.A.
REGISTRATION STATEMENT
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of Terranova S.A., a corporation (sociedad anonima abierta) organized under the laws of Chile (the “Company”), hereby (1) constitutes and appoints Gonzalo Zegers Ruiz-Tagle, Alejandro Droste Bertolo and Patricio Reyes Urrutia, collectively and individually, as his or her true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more Registration Statements on Form F-4, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the Company’s securities, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with, or submitted to, the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.
IN WITNESS WHEREOF, the undersigned directors and officers of the Company have hereunto set their hands as of the 1st day of November, 2004.
| /s/ Julio Moura Director and President |
/s/ Ronald Degen Director and Vice President | |
| /s/ Patrick Nielson Director |
Director | |
| Director |
/s/ Juan Carlos Mendez Gonzalez Director | |
| Director |
||
DIRECTORS AND OFFICERS OF
TERRANOVA S.A.
REGISTRATION STATEMENT
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of Terranova S.A., a corporation (sociedad anónima abierta) organized under the laws of Chile (the “Company”), hereby (1) constitutes and appoints Gonzalo Zegers Ruiz-Tagle, Alejandro Droste Bertolo and Patricio Reyes Urrutia, collectively and individually, as his or her true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more Registration Statements on Form F-4, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the Company’s securities, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with, or submitted to, the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.
IN WITNESS WHEREOF, the undersigned directors and officers of the Company have hereunto set their hands as of the 1st day of November, 2004.
| |
| |
| Gonzalo Zegers Ruiz-Tagle | Alejandro Droste Bertolo | |
| Chief Executive Officer | Chief Financial Officer | |
| /s/ Rodrigo Saldivia |
||
| Rodrigo Saldivia | ||
| Chief Accounting Officer | ||
DIRECTORS AND OFFICERS OF
TERRANOVA S.A.
REGISTRATION STATEMENT
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of Terranova S.A., a corporation (sociedad anónima abierta) organized under the laws of Chile (the “Company”), hereby (1) constitutes and appoints Gonzalo Zegers Ruiz-Tagle, Alejandro Droste Bertolo and Patricio Reyes Urrutia, collectively and individually, as his or her true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more Registration Statements on Form F-4, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the Company’s securities, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with, or submitted to, the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.
IN WITNESS WHEREOF, the undersigned directors and officers of the Company have hereunto set their hands as of the 1st day of November, 2004.
| |
| Authorized Representative in the United States |