F-6 POS 1 holcimf6.htm POST-EFFECTIVE AMEND. NO. 2 As filed with the Securities and Exchange Commission on June 19, 2003

As filed with the Securities and Exchange Commission on June 19, 2003

Registration No. 33-95950

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

_______________________


POST EFFECTIVE AMENDMENT NO. 2 TO THE

FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

of

HOLCIM LTD

(F/K/A HOLDERBANK FINANCIÈRE GLARIS LTD.)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
SWITZERLAND
(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y.  10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

Timothy F. Keaney

The Bank of New York
101 Barclay Street, 22nd Floor
New York, New York.  10286
(212) 815-2129

(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York  10271
(212) 238-3010


For Further Information Contact:

Timothy F. Keaney
The Bank of New York
ADR Department
101 Barclay Street
New York, New York 10286
(212) 815-2129

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.  [ ]



_______________________





The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 2 to the Registration Statement which is incorporated herein by reference.






PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption

Location in Form of Receipt Filed Herewith as Prospectus

1.

Name and address of depositary

Introductory Article

2.

Title of American Depositary Receipts and identity of deposited securities

Face of Receipt, top center

Terms of Deposit:

 

(i)

The amount of deposited securities represented by one unit of American Depositary Receipts

Face of Receipt, upper right corner

(ii)

The procedure for voting, if any, the deposited securities

Articles number 15, 16 and 18

(iii)

The collection and distribution of dividends

Articles number 4, 12, 13, 15 and 18

(iv)

The transmission of notices, reports and proxy soliciting material

Articles number 11, 15, 16 and 18

(v)

The sale or exercise of rights

Articles number 13, 14, 15 and 18

(vi)

The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Articles number 12, 13, 15, 17 and 18

(vii)

Amendment, extension or termination of the deposit agreement

Articles number 20 and 21

(viii)

Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

Article number 11

(ix)

Restrictions upon the right to deposit or withdraw the underlying securities

Articles number 2, 3, 4, 5, 6, 8 and 22

(x)

Limitation upon the liability of the depositary

Articles number 14, 18, 19 and 21

3.

Fees and Charges

Articles number 7 and 8

Item - 2.

Available Information

Public reports furnished by issuer

Article number 11









PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of September 30, 1996, as amended and restated as of August 3, 2001, as further amended and restated as of ____________, 2003 among Holcim Ltd (f/k/a Holderbank Financière Glaris Ltd.), The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Form of letter agreement between Holderbank Financière Glaris Ltd. and The Bank of New York relating to the pre-release of ADRs. - Previously Filed.

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. - See (a) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.

e.

Certification under Rule 466. - Filed herewith as Exhibit 5.


Item - 4.

Undertakings

Previously Filed.









SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, June 18, 2003.

Legal entity created by the agreement for the issuance of American Depositary Receipts of Holcim Ltd

By:

The Bank of New York,
 As Depositary

By:  /s/ Vincent J. Cahill, Jr.

Vincent J. Cahill, Jr.

Vice President










Pursuant to the requirements of the Securities Act of 1933, Holcim Ltd has caused this Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Joua, Switzerland on June 5, 2003.

Holcim Ltd

By:  /s/ Dr. Rolf Soiron
Name: Dr. Rolf Soiron
Title: Chairman of the Board


Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on June 5, 2003

/s/ Dr. Rolf Soiron
Dr. Rolf Soiron
Chairman of the Board



/s/ Dr. h.c. Thomas Schmidheiny
Dr. h.c. Thomas Schmidheiny
Director

/s/ Dr. Willy Kissling
Dr. Willy Kissling
Deputy Chairman

/s/ Dr. h.c. Wolfgang Schürer
Dr. h.c. Wolfgang Schürer
Director



/s/ Markus Akermann
Markus Akermann
Director and CEO

(Principal Executive Officer)



/s/ Dr. Dieter Spälti
Dr. Dieter Spälti
Director



/s/ Dr. Erich Hunziker
Dr. Erich Hunziker
Director



/s/ Peter G. Wodtke
Peter G. Wodtke
Director



/s/ Peter Küpfer
Peter Küpfer
Director



/s/ Theophil H. Schlatter
Theophil H. Schlatter,
CFO and member of the Executive Committee

(Principal Financial and Accounting Officer)



/s/ Dr. Gilbert Probst
Dr. Gilbert Probst
Director




/s/ Dr. Andreas von Planta
Dr. Andreas von Planta
Director




/s/ Patrick Dolberg
Patrick Dolberg
Authorized U.S. Representative









INDEX TO EXHIBITS

Exhibit
Letter

Exhibit

1

Form of Deposit Agreement dated as of September 30, 1996, as amended and restated as of August 3, 2001, as amended and restated as of _________, 2003, among Holcim Ltd (f/k/a Holderbank Financière Glaris Ltd.), The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.


2


Previously filed.


4


Previously filed.


5


Certification under Rule 466.