As filed with the U.S. Securities and Exchange Commission on August 27, 2003
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
-------------------
Sanpaolo IMI S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
Republic of Italy
(Jurisdiction of incorporation or organization of issuer)
JPMorgan Chase Bank
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York, NY 10081
Telephone (212) 552-4944
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
--------------------
Carlo Persico
Sanpaolo IMI S.p.A.
245 Park Avenue
New York, New York 10167
(212) 692-3012
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
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
=================================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Registered Offering Offering Registration
Securities to be Registered Price Per Unit(1) Price(2) Fee
----------------------------------------------------------------------------------------------------------------
American Depositary Shares evidenced by
American Depositary Receipts, each
American Depositary Shares representing
two ordinary share of Sanpaolo IMI S.p.A. 100,000,000 $0.05 $5,000,000 $405
=================================================================================================================
(1) Each unit represents one American Depositary Share.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the issuance
of American Depositary Receipts evidencing American Depositary Shares.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt ("ADR" or "American Depositary Receipt") included as Exhibit (a) to the
Form of Amendment to Deposit Agreement included as Exhibit (a)(2) to this
Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
------------------------------------------------------------ -------------------------------------------------
(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and identity Face of American
of deposited securities Depositary Receipt, top center
Terms of Deposit:
(i) Amount of deposited securities represented Face of American Depositary Receipt, upper right
by one unit of American Depositary Shares corner
(ii) Procedure for voting, if any, the deposited Paragraph (12)
securities
(iii) Collection and distribution of dividends Paragraphs (4), (5), (7) and (10)
(iv) Transmission of notices, reports and proxy Paragraphs (3), (8) and (12)
soliciting material
(v) Sale or exercise of rights Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from Paragraphs (4), (5), (10) and (13)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Paragraphs (16) and (17)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Paragraph (3)
transfer books of the Depositary and the
list of Holders of receipts
(ix) Restrictions upon the right to deposit or Paragraphs (1), (2), (4), and (5)
withdraw the underlying securities
(x) Limitation upon the liability of the Paragraph (14)
Depositary
(3) Fees and Charges Paragraph (7)
2
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
------------------------------------------------- ------------------------------------------------
(b) Statement that Sanpaolo IMI S.p.A. is subject to the Paragraph (8)
periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and, accordingly,
files certain reports with the Securities and
Exchange Commission
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Deposit Agreement dated as of October , 1998 among Sanpaolo IMI
S.p.A., JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders
from time to time of ADRs issued thereunder (the "Deposit Agreement").
Previously filed as exhibit (a)(1) to Registration Statement No. 333-9022 which
is incorporated herein by reference.
(a)(2) Amendment No. 1 to Deposit Agreement. Filed herewith as
Exhibit (a)(2).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. Not Applicable.
(c) 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. Not Applicable.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities being registered. Filed
herewith as Exhibit (d).
(e) Certification under Rule 466. Filed herewith as Exhibit (e).
(f) Power of Attorney. Included as part of the signature pages hereto.
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 American Depositary Receipts, 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
American Depositary Receipt thirty days before any change in the
fee schedule.
4
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, 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 August 21, 2003.
Legal entity created by the form of
Deposit Agreement for the issuance
of ADRs evidencing American
Depositary Shares
By: JPMORGAN CHASE BANK, as Depositary
By: /s/ Joseph M. Leinhauser
--------------------------
Name: Joseph M. Leinhauser
Title: Vice President
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sanpaolo
IMI S.p.A. 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, on August 21, 2003.
Sanpaolo IMI S.p.A.
By: /s/ Luigi Maranzana
-------------------
Name: Luigi Maranzana
Title: Managing Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Luigi Maranzana and Carlo Persico,
jointly and severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of August 21, 2003.
Signatures Title
---------- -----
/s/ Rainer Stefano Masera Chairman
-------------------------------
Rainer Stefano Masera
/s/ Orazio Rossi Deputy Chairman
-------------------------------
Orazio Rossi
/s/ Enrico Salza Deputy Chairman
-------------------------------
Enrico Salza
/s/ Luigi Maranzana Managing Director
-------------------------------
Luigi Maranzana
6
Signatures Title
---------- -----
/s/ Alfonso Iozzo Managing Director
-------------------------------
Alfonso Iozzo
/s/ Pio Bussolotto Managing Director
-------------------------------
Pio Bussolotto
Director
-------------------------------
Isabelle Bouillot
Director
-------------------------------
Alberto Carmi
/s/ Guiseppe Fontana Director
-------------------------------
Giuseppe Fontana
/s/ Richard Gardner Director
-------------------------------
Richard Gardner
/s/ Mario Manuli Director
-------------------------------
Mario Manuli
/s/ Antonio Maria Marocco Director
-------------------------------
Antonio Maria Marocco
/s/ Virgilio Marrone Director
-------------------------------
Virgilio Marrone
Director
-------------------------------
Abel Matutes Juan
/s/ Iti Mihalich Director
-------------------------------
Iti Mihalich
7
Signatures Title
---------- -----
/s/ Emilio Ottolenghi Director
-------------------------------
Emilio Ottolenghi
/s/ Gian Guido Sacchi Morsiani Director
-------------------------------
Gian Guido Sacchi Morsiani
Director
-------------------------------
Remi Francois Vermeiren
/s/ Carlo Giuseppe Angelini Chief Accounting Officer
-------------------------------
Carlo Giuseppe Angelini
/s/ Carlos Persico Authorized Representative in the United States
-------------------------------
Carlos Persico
8
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
------ -------------
(a)(2) Form of Amendment to Deposit Agreement
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities to be registered.
(e) Rule 466 Certification
9
STATEMENT OF DIFFERENCES
The Euro sign shall be expressed as...................................... 'E'