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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
| Form of voting instruction card for the Masisa extraordinary meeting |
EXHIBIT 99.3
Masisa S.A.
Instructions to The Bank of New York, as Depositary
(Must be received prior to [ ] P.M. on [ ], 2005
The undersigned Holder of American Depositary Receipts (“ADRs”) hereby acknowledges receipt of a Notice to Holders from the Depositary and hereby requests and instructs The Bank of New York, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the number of shares or other Deposited Securities represented by such ADRs of Masisa S.A. (the “Company”) registered in the name of the undersigned on the books of the Depositary as of the close of business [ ], 2005 at the Company’s Extraordinary Shareholders’ Meeting to be held on [ ], 2005 at [ ] P.M. in [ ] Chile, and at any adjournment of postponement thereof, on the matters specified on the reverse side.
NOTES:
| 1. | Please direct the Depositary how to vote by completing the reverse side. This Voting Instruction Card, when properly executed and returned, will be a request to the Depositary to vote or cause to be voted the shares or other Deposited Securities represented by your ADRs as directed herein. |
| 2. | If no instructions are received, as discretionary proxy will be given to a person designated by the Company. |
| To include any comments, please mark this box. ¨ |
Please complete and date this proxy on the reverse side and return it promptly in the accompanying envelope
Ú DETACH PROXY CARD HERE Ú
| Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. |
x Votes must be indicated (x) in Black or Blue ink. |
|||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||
| 1. |
Approval of the merger by absorption of Masisa into Terranova. | ¨ | ¨ | ¨ | 5. | Approval of the bylaws of Terranova as the surviving entity, as amended | ¨ | ¨ | ¨ | |||||||||
| 2. |
Approval of the financial statements of Masisa and Terranova as of December 31, 2004 | ¨ | ¨ | ¨ | 6. | Adoption of all other resolution necessary to implement the merger | ¨ | ¨ | ¨ | |||||||||
| 3. |
Approval of the expert reports prepared in accordance with article 99 of the Chilean Corporations Law | ¨ | ¨ | ¨ | ||||||||||||||
| 4. |
Approval of the exchange ratio of 2.56 Terranova shares for each one (1) share of Masisa | ¨ | ¨ | ¨ | To change your address, please mark this box. |
¨ | ||||||||||||
| SCAN LINE | ||||||||||||||||||
| The Voting Instruction must be signed by the person in whose name the relevant Receipt is registered on the books of the Depositary. In the case of a corporation, the Voting Instruction must be executed by a duly authorized Officer or Attorney. | ||||||||||||||||||
| Date Share Owner sign here | Co-Owner sign here | |||||||||||||||||
| This ‘F-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 3/18/05 | |||
| 12/31/04 | 20-F | |||
| List all Filings | ||||