-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UErOqD56uPJaC/IXUFZLM7BTQV11YvVsc1Zqyk8aQ7hr9TE7PXqAhozabJ1ntJnx gNQes7P3QQhXznGoVD7Quw== 0001193125-04-194312.txt : 20041112 0001193125-04-194312.hdr.sgml : 20041111 20041112085057 ACCESSION NUMBER: 0001193125-04-194312 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041110 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTO PALERMO SA APSA CENTRAL INDEX KEY: 0001128173 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30982 FILM NUMBER: 041135405 BUSINESS ADDRESS: STREET 1: HIPOLITO YRIGOYEN 476 PISO 2 STREET 2: 54-11-4344-4600 CITY: BUENOS AIRES ARGENTI STATE: C1 ZIP: 00000 BUSINESS PHONE: 54-11-43-44-4600 6-K 1 d6k.htm FORM 6-K Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 


 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2004

 


 

Alto Palermo S.A. (APSA)

(Exact name of Registrant as specified in its charter)

 


 

Republic of Argentina

(Jurisdiction of incorporation or organization)

 

Moreno N°877 22nd Floor (C1091AAQ)

Buenos Aires, Argentina

(Address of principal executive offices)

 

Form 20-F      ü            Form 40-F              

 

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.

 

Yes                      No      ü    

 



ALTO PALERMO S.A. (APSA) (THE “COMPANY”)

 

REPORT ON FORM 6-K

 

Attached is an English translation of the summary of the letter dated November 8, 2004 filed by the Company with the Bolsa de Comercio de Buenos Aires and the Comisión Nacional de Valores:


By letter dated November 8, 2004, the Company filed a copy of: (i) the minute of the shareholders meeting a summary of which is attached hereto, and (ii) the list of the board of directors and supervisory committee which is also attached hereto.

 

  (i) Summary of the shareholders meeting

 

FIRST: APPOINTMENT OF SHAREHOLDERS TO APPROVE THE MINUTES OF THE MEETING

 

It was unanimously agreed to appoint the agents of shareholders PARQUE ARAUCO ARGENTINA SA (PAASA) and IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA (IRSA) to approve and sign the minutes of the Meeting.

 

SECOND: CONSIDERATION OF THE DOCUMENTATION AS SET FORTH BY SECTION 234 SUBSECTION 1 OF LAW 19550, PERTINENT TO FISCAL YEAR ENDED AS AT JUNE 30, 2004

 

It was unanimously agreed to omit the reading of the documentation under consideration and the documentation set forth by section 234 subsection 1 of the Business Organizations Law, which was approved as was submitted to the shareholders.

 

THIRD: CONSIDERATION OF THE BOARD’S PERFORMANCE

 

The Board’s performance during the fiscal year under consideration was unanimously approved.

 

FOURTH: CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE

 

The Supervisory Committee’s performance during the fiscal year under consideration was unanimously approved.

 

FIFTH: ANALYSIS AND CONSIDERATION OF THE PURPOSE OF THE PROFIT/LOSS OF THE FISCAL YEAR ENDED AS AT 06/30/04, WHICH POSTED PROFITS OF $ 18,837,540.

 

The following items were unanimously approved: 1) the 5% deduction as Statutory Reserve, 2) the distribution of one dividend in cash amounting to $ 17,895,663. The board shall have the power to assign said dividends to the shareholders in accordance with the applicable law.

 

SIXTH: CONSIDERATION OF THE DECISIONS IMPLEMENTED BY THE CORPORATION IN ITS CAPACITY OF SUBSTITUTE TAXPAYER FOR THE PAYMENT OF THE TAX ON PERSONAL ASSETS OF THE SHAREHOLDERS

 

The decisions carried out by the Board regarding the tax on personal assets of the shareholders were unanimously approved as well as the absorption of said tax by the Corporation.

 

SEVENTH: CONSIDERATION OF MR. M. M. MINDLIN’S RESIGNATION

 

The Mr. Mindlin’s resignation from his position of permanent director effective as of 11/25/03 was unanimously approved.


EIGHTH: DETERMINATION OF NUBMER AND APPOINTMENT OF PERMANENT AND SUBSTITUTE MEMBERS OF THE BOARD

 

It was unanimously agreed to appoint Mr. Daniel Ricardo Elsztain to fill the vacancy resulting from Mr. Mindlin’s resignation for the full term of office, with the status of non-independent as set forth by resolution 400 of SEC.

 

NINTH: CONSIDERATION OF THE BOARD’S REMUNERATION AMOUNTING TO $ 2,128,119 PERTINENT TO FISCAL YEAR ENDED AS AT 06/30/04 (TOTAL REMUNERATION), EXCEEDING BY $ 1,126,930 THE LIMIT FIXED AT 5% OF EARNINGS AS SET FORTH BY SECTION 261 OF LAW 19550 AND BY THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION BEFORE THE AMOUNT OF DIVIDEND DISTRIBUTION SUGGESTED

 

The Board’s remuneration amounting to $ 2,128,119 pertinent to fiscal year ended as at June 30, 2004 was unanimously approved.

 

TENTH: CONSIDERATION OF SUPERVISORY COMMITTEE’S REMUNERATION PERTINENT TO FISCAL YEAR ENDED AS AT 6/30/2004

 

It was unanimously agreed no to pay any compensation to the Supervisory Committee on this occasion.

 

ELEVENTH: REPORT ON THE CORPORATION’S IMPLEMENTED DECISIONS REGARDING THE MERGERS IN PROGRESS

 

The considerations made by the board as well as the full ratification of all acts so far carried out with a view to the merger in progress were unanimously approved.

 

TWELFTH: REPORT ON AGREEMENT SIGNED FOR THE EXCHANGE OF CORPORATE SERVICES.

 

The Board’s implemented decisions and performance concerning the subject under consideration were unanimously approved.

 

THIRTEENTH: REPORT ON THE IMPLEMENTATION OF THE AUDITING COMMITTEE

 

All the steps taken in order to create the Auditing Committee in accordance with the regulations in force were unanimously approved. The power to fix the pertinent budget was delegated to the members of the board.

 

FOURTEENTH: APPOINTMENT OF PERMANENT AND SUBSTITUTE MEMBERS OF THE SUPERVISORY COMMITTEE

 

The election of Mr. Daniel ABELOVICH, Andrés SUAREZ, Martín BARBAFINA and Fabián CAINZOS as permanent statutory auditors was unanimously approved as well as the appointment of Mr. Carlos RIVAROLA, Hernán ANDRADA and Marcelo Hérctor FUXMAN as substitute statutory auditors for the term of one fiscal year.

 

FIFTEENTH: APPOINTMENT OF AUDITOR FOR THE COMING FISCAL YEAR AND DETERMINATION OF REMUNERATION

 

It was unanimously agreed to appoint the auditing firm PRICE WATERHOUSE & CO., member of the firm PriceWaterhouseCoopers, and Abelovich Polano & Asociados as auditors for fiscal year 2004/2005. Their remuneration was fixed at $ 340,000 and $ 295,000 respectively


(ii) Board of directors and supervisory committee list

 

Board of directors (with term of office until June 30, 2006):

 

President: ELSZTAIN Eduardo Sergio;

Vice-president: SAUL ZANG

Executive Vice-president: Alejandro G. Elsztain

 

Permanent Directors:

PERELMAN Abraham;

BÜCHI BUC Hernán;

ELSZTAIN Fernando Adrián;

REZNIK Gabriel Adolfo Gregorio;

SAID, José;

OLIVOS Andrés;

ELSZTAIN Daniel Ricardo

 

Temporary Directors:

PEREDNIK David Alberto;

ELUCHANZ URENDA José;

FERNÁNDEZ Leonardo Fabricio;

QUINTANA Juan Manuel;

QUINTANA TERÁN Juan Carlos;

VALENZUELA LANG Raimundo,

 

SUPERVISORY COMMITTEE (with term of office until June 30, 2005):

 

Permanent Syndics:

José Daniel ABELOVICH,

Andrés SUAREZ,

Fabián CAINZOS

Temporary Syndics:

Hernán ANDRADA,

Marcelo Héctor FUXMAN

Carlos RIVAROLA .-

 

AUDITORS:

 

PriceWaterhouseCoopers and Abelovich Polano & Asociados


SIGNATURES

 

Pursuant to the requirements of the Securities and 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 Buenos Aires, Argentina.

 

ALTO PALERMO S.A. (APSA)

By:

 

/S/ Saúl Zang


Name:

 

Saúl Zang

Title:

 

Responsible of Relationships with the markets

 

Dated: November 10, 2004

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