- Report of Foreign Issuer (6-K)
December 22 2008 - 5:02AM
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
Securities
Registry No. 0593
Material
Event
Santiago,
December 19, 2008
Mr.
Guillermo
Larraín Ríos
Chairperson
Securities
and Insurance Agency
Libertador
Bernardo O'Higgins Av. 1449
Santiago
– RM
CHILE
Dear Mr.
Larraín:
This
communication is made in compliance of rules contained in article 9
th
and
second paragraph of article 10
th
of law
No. 18,045, and paragraph 2.2 of Section II of General Rule No. 30 of your
agency. The information contained herein is delivered purporting a timely,
complete and accurate disclosure of events and information relating to
Distribución y Servicio D&S S.A. (“D&S”), its businesses and/or the
securities issued by D&S, which are publicly traded when such event has
either occurred or become of D&S’ knowledge. The information disclosed
hereinbelow shall be deemed relevant information by any knowledgeable person in
the conducting of his/her investment decisions.
In merit
of the foregoing statement, I hereby inform you under the character of a
MATERIAL EVENT
, that in
extraordinary board meeting of D&S held on December 19, 2008, the
controlling shareholders of this company –Mr. Felipe and Mr. Nicolás Ibáñez
Scott-, informed the board that as of even date herewith, they have entered into
by and among Inversiones Australes Tres Limitada, an affiliate entity of
Wal-Mart Stores, Inc., certain agreements under which within the 10 day-term as
from today, the former shall launch a tender offer targeting the 100% of the
shares issued by D&S and upon the terms and conditions that Inversiones
Australes Tres Limitada will inform to the market in accordance with the legal
provisions governing the subject matter. The agreements contemplate the
controlling shareholders of D&S to initially commit the sale of an amount of
shares in D&S equal to 23.4% of the total amount of shares issued by the
company and retaining, therefore, 40% of its total equity.
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 in 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.
The
negations that have been closed upon the execution of the agreements referred to
hereinabove were disclosed to your Agency under “reserved material event
communication” dated August 19, 2008.
Sincerely,
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Enrique
Ostalé Cambiaso
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CEO
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Distribución
y Servicio D&S S.A.
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cc.
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Santiago
Stock Exchange
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Electronic
Stock Exchange of Chile
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Valparaíso
Stock Exchange
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SIGNATURES
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
19, 2008
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