- Report of Foreign Issuer (6-K)
2008年12月23日 - 8:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16
OF
THE SECURITIES EXCHANGE ACT OF
1934
For December,
2008
Distribution and Service
D&S, Inc.
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(Translation of registrant’s
name into English)
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Avenida Presidente Eduardo Frei
Montalva 8301
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Quilicura, Santiago,
Chile
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(Address of principal
executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Santiago,
December 19, 2008
Mr.
Guillermo
Larraín Ríos
Chairperson
Securities
and Insurance Agency
Libertador
Bernardo O'Higgins Av. 1449
Santiago
– RM
CHILE
Re.:
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Answers
Letter of Ordinary No. 33863.
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Dear Mr.
Larraín:
We speak
in our capacity as controlling shareholders of Distribución y Servicio D&S
S.A. ("D&S"), publicty traded corporation recorded in the Securities
Registry of held by your Agency under No. 0593. We hereby answer your letter of
above captioned Ordinary reference number.
As of
even date herewith, the controlling shareholders of D&S have entered into by
and among Inversiones Australes Tres Limitada, an affiliate entity of Wal-Mart
Stores, Inc., several agreements under which they, within the 10 day-term as
from today, the latter shall launch a tender offer targeting the 100% of the
shares issued by D&S and upon the terms and conditions that the tenderor
will inform to the market in accordance with the legal provisions governing the
subject matter. The price offered for the prospectively tendered shares in
D&S shall be US$ 0.408 per share, or US$ 24.48 per ADS which
underlying shares equal 60 shares issued by D&S. The purchase Price shall be
paid is cash according to the US Dollar to Chilean Peso Exchange rate equivalent
to the average observed exchange rate published by the Central Bank of Chile in
the Official Gazette through the six banking-day-term prior to the payment
date.
Likewise,
as of even date herewith, we have informed the board of D&S and its top
management, about the successful closing of the negations leading to the
execution of the agreements referred to hereinabove, which were also disclosed
to your Agency under “reserved material event communication” dated August 19,
2008.
We are
sure that the transaction referred to herein, will benefit all D&S’
shareholders, company’s employees, and, moreover, our clients and our country.
This transaction evidences the interest in Chile as foreign investment
destination, which is a demonstration of its sounding macroeconomic condition
and reveals a significant acknowledgement to our legal stability, and
entrepreneurial tradition and record.
Finally,
we would like to thank your Agency concerning its achievement upon the freezing
of stock trading in shares issued by D&S today, while waiting the
information to be fairly disseminated through the securities market allowing the
protection of the due interest of all shareholders in D&S.
Sincerely,
Felipe
Ibáñez Scott
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Nicolás
Ibáñez Scott
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cc.
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Santiago
Stock Exchange
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Electronic
Stock Exchange of Chile
Valparaíso
Stock Exchange
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Santiago, Chile.
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DISTRIBUCIÓN
Y SERVICIO D&S S.A.
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By:
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/s/ Alejandro
Droste B.
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Alejandro
Droste B.
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Chief
Financial Officer
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Dated: December
23, 2008
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