SC 13D/A 1 potash13da4_12-21.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Amendment No. 4) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Sociedad Quimica y Minera de Chile S.A. -------------------------------------------------------------------------------- (Name of Issuer) Series A Common Stock, no par value ("Series A Shares") -------------------------------------------------------------------------------- (Title of Class of Securities) 833636103 ----------------------------------------------------------------------- (CUSIP Number) Potash Corporation of Saskatchewan Inc. 122 - 1st Avenue South Saskatoon, Saskatchewan Canada S7K 7G3 (306) 933-8500 with a copy to: Daniel S. Sternberg, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 21, 2004 ----------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on the following pages) (Page 1 of 7 Pages) CUSIP No. 833636103 13D Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potash Corporation of Saskatchewan Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Saskatchewan, Canada NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,200,242 Series A Shares (See Item 5) WITH 8 SHARED VOTING POWER 43,861,795 Series A Shares (See Item 5) 9 SOLE DISPOSITIVE POWER 19,200,242 Series A Shares (See Item 5) 10 SHARED DISPOSITIVE POWER 43,861,795 Series A Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,062,037 Series A Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.16% of Series A Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON CO CUSIP No. 833636103 13D Page 3 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inversiones El Boldo Limitada 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 43,861,795 Series A Shares (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,861,795 Series A Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,861,795 Series A Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.71% of Series A Shares (See Item 5(a)) 14 TYPE OF REPORTING PERSON CO CUSIP No. 833636103 13D Page 4 of 7 Pages This Amendment No. 4 (this "Amendment") amends the Schedule 13D, dated November 2, 2001 (the "Schedule 13D"), of Potash Corporation of Saskatchewan Inc. ("PCS") and Inversiones El Boldo Limitada ("Chile Holdco"), with respect to shares of Series A Common Stock, no par value, of Sociedad Quimica y Minera de Chile S.A.. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Item 1. Security and Issuer. ------ ------------------- This Amendment relates to shares of Series A Common Stock, no par value ("Series A Shares"), of Sociedad Quimica y Minera de Chile S.A. (the "Issuer"), a company organized under the laws of the Republic of Chile. Item 2. Identity and Background. ------ ----------------------- No change. Item 3. Source and Amount of Funds or Other Consideration. ------ ------------------------------------------------- On December 21, 2004, PCS Chile I LLC, a Delaware corporation and a wholly-owned subsidiary of PCS ("Chile I"), acquired from BKG Puriphos B.V., an affiliate of Israel Chemicals Ltd., the entire outstanding equity interest in RAC Investments Ltd., a Cayman Islands corporation ("RAC"), and, indirectly, acquired the entire outstanding equity interest in RAC's subsidiary, Inversiones RAC Chile Limitada ("RAC Chile"), a limited liability partnership organized under the laws of Chile (the "RAC Acquisition"). RAC Chile is the owner of 19,200,242 Series A Shares and 2,699,773 shares of the Issuer's Series B Common Stock, no par value ("Series B Shares") (representing 2.2% of the Series B Shares outstanding), which shares constitute substantially all of the assets of RAC Chile (and indirectly of RAC). As a result of the RAC Acquisition, RAC Chile has become an indirect, wholly-owned subsidiary of PCS and PCS may be deemed to have acquired beneficial ownership of all of the Series A Shares and Series B Shares held by RAC Chile. The total amount of funds utilized by Chile I in the RAC Acquisition was approximately U.S.$100.4 million. Chile I obtained all of such funds from PCS, which in turn obtained such funds from its working capital. Item 4. Purpose of Transaction. ------ ---------------------- No change. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ (a) As a result of the RAC Acquisition, RAC Chile has become an indirect, wholly-owned subsidiary of PCS and PCS may be deemed to be the beneficial owner of all of the 19,200,242 Series A Shares and 2,699,773 Series B Shares held by RAC Chile. CUSIP No. 833636103 13D Page 5 of 7 Pages Since May 30, 2002, the date of the last amendment to this Schedule 13D, and prior to the RAC Acquisition , PCS and Chile Holdco together sold a net total of 9,801,724 Series A Shares. As of December 22, 2004, the Reporting Persons may be deemed to be the beneficial owners of the following total number of Series A Shares: % of All Equity Number of Series % of Securities of A Shares Class(1) Issuer(1) --------------- ------- --------------- PCS(2).......... 63,062,037 44.16% 24.99% Chile Holdco.... 43,861,795 30.71% 16.67% (1) Based upon 142,819,552 Series A Shares and 120,376,972 Series B Shares outstanding as of September 30, 2004 (as reported in the Issuer's Form 6-K filed with the Commission on November 30, 2004). (2) PCS may be deemed to be the beneficial owner of all of the Series A Shares and Series B Shares held by RAC Chile and Chile Holdco. (b) No change. (c) The table below sets forth information with respect to all transactions in Series A Shares, in addition to the RAC Acquisition, effected during the last 60 days by PCS or Chile Holdco, or to the best of their knowledge, by any of the persons identified in Item 1 of the Schedule 13D. Unless otherwise indicated, all such transactions were sales or purchases of Series A Shares for cash by Chile Holdco effected in the open market on the Bolsa de Comercio de Santiago, Bolsa de Valores (the Santiago Stock Exchange). -------------------------------------------------------------------------------- Date Purchase/Sale Number of Shares Price per Share in ---- ------------- ---------------- ------------------ Chilean Pesos* -------------- -------------------------------------------------------------------------------- December 21, 2004 Sale 8,500,000 4,001 -------------------------------------------------------------------------------- December 9, 2004 Purchase 1,100 3,340 -------------------------------------------------------------------------------- November 26, 2004 Sale 1,250,000 3,200 -------------------------------------------------------------------------------- November 24, 2004 Sale 1,100 3,340 -------------------------------------------------------------------------------- * Excluding brokerage commissions. (d) No change. (e) No change. CUSIP No. 833636103 13D Page 6 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ------ ----------------------------------- No change. Item 7. Material to be Filed as Exhibits. ------ -------------------------------- No change. CUSIP No. 833636103 13D Page 7 of 7 Pages SIGNATURES After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 22, 2004 POTASH CORPORATION OF SASKATCHEWAN INC. /s/ Wayne R. Brownlee ---------------------------- By: Wayne R. Brownlee Title: Senior Vice President, Treasurer and Chief Financial Officer Date: December 22, 2004 INVERSIONES EL BOLDO LIMITADA /s/ Rodrigo Ochagavia ---------------------------- By: Rodrigo Ochagavia Title: Attorney-in-Fact /s/ Jose Maria Eyzaguirre ---------------------------- By: Jose Maria Eyzaguirre Title: Attorney-in-Fact