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Buenaventura Mining Co Inc – ‘F-6EF’ on 7/9/08

On: Wednesday, 7/9/08, at 1:45pm ET · Effective: 7/9/08 · Accession #: 1019155-8-145 · File #: 333-152207

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

 7/09/08  Buenaventura Mining Co Inc        F-6EF       7/09/08    4:279K                                   Emmet Marvin & Mart… LLP

Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately) — Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6EF       Form F-6                                            HTML     33K 
 2: EX-1        Form of Deposit Agreement                           HTML    204K 
 3: EX-4        Opinion of Depositary's Counsel                     HTML     11K 
 4: EX-5        Rule 466 Certification                              HTML      6K

F-6EF — Form F-6

This is an HTML Document rendered as filed. [ Alternative Formats ]

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As filed with the Securities and Exchange Commission on July 9, 2008

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

COMPAÑÍA DE MINAS BUENAVENTURA S.A.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)

Republic of Peru
(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON
(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 Mellon
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. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit ⁽¹⁾	Proposed maximum aggregate offering price ⁽¹⁾	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Common Shares of Compañía de Minas Buenaventura S.A.A.	200,000,000 American Depositary Shares	$5.00	$10,000,000	$393.00

For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

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

Name and address of depositary

Introductory Article

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 15, 16 and 18

the deposited securities

(iii)

The collection and distribution of

Articles number 4, 12, 13,

dividends

15 and 18

(iv)

The transmission of notices, reports

Articles number 11, 15, 16

and proxy soliciting material

and 18

(v)

The sale or exercise of rights

Articles number 13, 14, 15

and 18

(vi)

The deposit or sale of securities

Articles number 12, 13, 15,

resulting from dividends, splits

17 and 18

or plans of reorganization

(vii)

Amendment, extension or termination

Articles number 20 and 21

of the deposit agreement

(viii)

Rights of holders of Receipts to inspect

Article number 11

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, 5, 6,

or withdraw the underlying securities

8 and 22

(x)

Limitation upon the liability

Articles number 14, 18, 19 and 21

of the depositary

Fees and Charges

Articles number 7 and 8

Item - 2.

Available Information

Public reports furnished by issuer

Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

Form of Amended and Restated Deposit Agreement dated as of May 3, 2002, and as further amended and restated as of November 12, 2003, among Compañía de Minas Buenaventura S.A.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

Letter agreement dated May 20, 1996 from the Depositary to Compañía de Minas Buenaventura S.A.A. relating to pre-release of American Depositary Receipts. – Previously filed.*

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.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.

Certification under Rule 466. - Filed herewith as Exhibit 5.

-----------------------------------------------

Incorporated by reference to the registrant’s Registration Statement on Form F-6

(Regis. No. 333-3882).

Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.

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 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 July 9, 2008.

Legal entity created by the agreement for the issuance of American Depositary Receipts for Common Shares of Compañía de Minas Buenaventura S.A.A.

By:

The Bank of New York Mellon,
As Depositary

By: /s/ Joanne F. DiGiovanni

Name: Joanne F. DiGiovanni

Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, Compañía de Minas Buenaventura S.A.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Lima, Peru on July 9, 2008.

COMPAÑÍA DE MINAS BUENAVENTURA S.A.A.

By: /s/ Carlos E. Gálvez Pinillos

Name: Carlos E. Gálvez Pinillos

Title: Principal Financial and Accounting Officer

Each person whose signature appears below hereby constitutes and appoints Carlos E. Gálvez Pinillos, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto the said attorney full power to act, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which the attorney, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 9, 2008.

/s/ *Alberto Benavides de la Quintana* Name: Alberto Benavides de la Quintana Chairman and Director	/s/ *Donald J. Puglisi* Name: Puglisi and Associates Authorized U.S. Representative
_________________________ Name: Norman Anderson Director	/s/ *Carlos E. Gálvez Pinillos* Name: Carlos E. Gálvez Pinillos Principal Financial Officer and Principal Accounting Officer
_________________________ Name: Luis Coleridge Alcantara Director	/s/ : Roque Benavides Ganoza Name: Roque Benavides Ganoza Principal Executive Officer
_________________________ Name: Aubrey Laurence Paverd Director
/s/ *Felipe Ortiz-de-Zevallos* Name: Felipe Ortiz-de-Zevallos Director
/s/ *Roque Benavides Ganoza* Name: Roque Benavides Ganoza Director
/s/ *Germán Suárez* Name: Germán Suárez Director

INDEX TO EXHIBITS

Exhibit Number	Exhibit
1	Form of Amended and Restated Deposit Agreement dated as of May 3, 2002, and as further amended and restated as of November 12, 2003, among Compañía de Minas Buenaventura S.A.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.
2	Previously Filed.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
5	Certification under Rule 466.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘F-6EF’ Filing	Date	Other Filings

Filed on / Effective on:	7/9/08	None on these Dates
	11/12/03
	5/3/02
	5/20/96
		List all Filings

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