SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
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.
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(Name of Issuer)
Series A Common Stock, no par value ("Series A Shares")
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(Title of Class of Securities)
833636103
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(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
153 East 53rd Street
New York, NY 10022
(212) 225-2000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
October 24, 2001
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(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)
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CUSIP No. 833636103 13D
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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
BK, AF (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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 48,270,406 Series A Shares (See Item 5)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
48,270,406 Series A Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,270,406 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)
33.8% (See Item 5(a))
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 833636103 13D
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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
BK, AF (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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 48,270,406 Series A Shares (See Item 5)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
48,270,406 Series A Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,270,406 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)
33.8% (See Item 5(a))
14 TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
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This statement 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. The principal
executive offices of the Issuer are located at Miraflores 222, Piso 11, Casilla
96-D, Santiago 290, Chile.
Item 2. Identity and Background.
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This statement is filed pursuant to Rule 13d-2(a) under the Securities
Exchange Act of 1934, as amended, by the persons listed below (the "Reporting
Persons").
(1) Potash Corporation of Saskatchewan Inc. ("PCS"), a corporation
organized under the laws of Saskatchewan, Canada, is an integrated fertilizer
and related industrial and feed products company engaged in the production of
potash, phosphate and nitrogen products. The principal business address of PCS
is 122 - 1st Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3.
(2) Inversiones El Boldo Limitada ("Chile Holdco") is a limited
liability partnership formed under the laws of Chile for the purpose of
acquiring shares of the Issuer, and its principal business address is Avenida
Apoquindo 3721, Piso 12, Santiago, Chile. PCS indirectly beneficially owns
the entire equity interest in Chile Holdco and, as a result, ownership of the
Series A Shares owned by Chile Holdco is deemed to be shared with PCS.
The names, addresses, occupations and citizenship of the directors and
executive officers of PCS and of the executive officers of Chile Holdco are set
forth in Schedule I attached hereto.
Neither of the Reporting Persons nor, to the best of their knowledge,
any of the persons listed in Schedule I has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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The total amount of funds (excluding applicable brokerage commissions)
utilized by Chile Holdco to acquire the Series A Shares beneficially owned by
the Reporting Persons was approximately 91.7 billion Chilean pesos or
approximately U.S.$129 million. Chile Holdco obtained all of such funds from
PCS, and PCS provided such funds from a combination of cash on hand and
borrowings pursuant to its general operating credit facility. PCS intends to
refinance such borrowings with the proceeds of borrowings under its existing
commercial paper program.
Item 4. Purpose of Transaction.
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Between October 24 and 26, 2001, Chile Holdco purchased a total of
48,270,406 Series A Shares. All of such Series A Shares were purchased in a
public auction transaction or in open market transactions, in each case on the
Bolsa de Comercio de Santiago, Bolsa de Valores (the Santiago Stock Exchange).
The Series A Shares beneficially owned by the Reporting Persons were acquired by
them as a strategic investment in a company active in complementary markets.
Subject to any applicable limitations under relevant laws or
regulations or under the Issuer's constituent documents, the Reporting Persons
may in the future acquire additional Series A Shares, or other equity securities
of the Issuer, in the open market, in privately-negotiated purchases, through a
public tender offer or otherwise. The Reporting Persons may also, depending on
then current circumstances, dispose of all or a portion of the Series A Shares
beneficially owned by them in one or more transactions. Additionally, the
Reporting Persons understand that the rules applicable to elections of directors
of the Issuer (similar to "cumulative voting") should currently, in view of the
number of Series A Shares held by the Reporting Persons, permit the Reporting
Persons to elect at least two directors of the Issuer at any meeting of
shareholders of the Issuer at which directors are to be elected. The Reporting
Persons intend to exercise their voting rights with respect to the Series A
Shares beneficially owned by them.
Except as set forth in this statement, neither of the Reporting Persons
currently has any plans or proposals that relate to or that would result in any
of the actions or transactions described in paragraphs (a) through (j) of Item 4
of the instructions to Schedule 13D. However, the Reporting Persons reserve the
right from time to time to formulate plans or proposals regarding the Issuer or
any of its securities and to carry out any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D, to the extent deemed advisable by the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
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(a) The Reporting Persons share beneficial ownership of the following
Series A Shares:
Number of Series A % of All Equity Securities
Shares % of Class(1) of Issuer(2)
------------------ ------------------ ------------------
PCS........... 48,270,406 33.8% 18.3%
Chile Holdco.. 48,270,406 33.8% 18.3%
(1) Based upon 142,819,552 Series A Shares outstanding as of September 28, 2001.
(2) Based upon 142,819,552 Series A Shares and 120,376,972 shares of Series
B Common Stock, no par value, of the Issuer outstanding as of
September 28, 2001.
(b) Because PCS indirectly beneficially owns the entire outstanding
equity interest in Chile Holdco, PCS may be deemed to have the power to vote or
to direct the voting or to dispose or direct the disposition of all Series A
Shares owned by Chile Holdco. Except as otherwise disclosed herein, no person
other than the Reporting Persons shares the power to vote or to direct the vote
or to dispose or direct the disposition of any of the Series A Shares owned by
the Reporting Persons.
(c) Other than the transactions described in Schedule II of this
statement, neither of the Reporting Persons nor, to the best of their knowledge,
any of the persons listed in Schedule I, have effected any transactions in
Series A Shares during the 60-day period preceding the date this statement was
filed.
(d) Because PCS indirectly beneficially owns all of the outstanding
voting equity securities of Chile Holdco, PCS may be deemed to have the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
of the sale of, any Series A Shares owned by Chile Holdco. Except as disclosed
herein, no person other than the Reporting Persons has any right to receive or
the power to direct the receipt of dividends from, or the proceeds of the sale
of any of the Series A Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
------ to Securities of the Issuer.
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Other than as described in Item 3 of this statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or, to the best of their knowledge, any of the
persons listed in Schedule I, or between such persons and any other person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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None.
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: November 2, 2001 Potash Corporation of Saskatchewan Inc.
/s/ Wayne R. Brownlee
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By: Wayne R. Brownlee
Title: Senior Vice President, Treasurer
and Chief Financial Officer
Date: November 2, 2001 Inversiones El Boldo Limitada
/s/ Mark G. Boulanger
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By: Mark G. Boulanger
Title: Executive Officer
SCHEDULE I
POTASH CORPORATION OF SASKATCHEWAN INC.
Unless otherwise indicated, each of the individuals named below is a
citizen of Canada and the business address of each Executive Officer of PCS is
122 - 1st Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3.
Name and Position Principal Occupation and Address
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Directors
Frederick J. Blesi Retired
(United States citizen) 736 Glenayre Drive
Glenvie, Illinois 60025
Douglas J. Bourne Retired
(United States citizen) 310 Longwoods Lane
Houston, Texas 77024
William J. Doyle President and Chief Executive Officer of PCS
(United States citizen) 122 - 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
Dallas J. Howe Chairman and Chief Executive Officer of
Advanced DataSystems Ltd. and BDM
Information Systems Group of Companies
200 LaCaille Place S.W.
Calgary, Alberta T2P 5E2
Jeffrey J. McCaig President, Chief Executive Officer and Director
of Trimac Corporation
708 Riversdale Avenue S.W.
Calgary, Alberta T2S 0Y3
Mary Mogford Corporate Director and Partner of Mogford
Campbell Inc.
3715 Lakeshore Road, RR No. 8
Newcastle, Ontario L1B 1L9
Donald E. Phillips Chairman of the board of directors of PCS
(United States citizen) 372 Fannin Landing Circle
Brandon, Mississippi 39047
Paul J. Schoenhals President of Petroleum Industry Training Service
2115 - 27th Avenue N.E., Bay 13
Calgary, Alberta T2E 7E4
E. Robert Stromberg Partner, Robertson Stromberg
6th Floor, Canada Building
600-105 Twenty-First Street East
Saskatoon, Saskatchewan, Canada, S7K 0B3
Jack G. Vicq Professor of Emeritus Accounting, University of
Saskatchewan
604 Braeside View
Saskatoon, Saskatchewan, Canada, S7V 1A6
Barrie A. Wigmore Retired
(United States citizen) 1 West 72nd Street, Apt. 17
New York, New York 10023
Thomas J. Wright Retired
(United States citizen) 104 Ivywood Lane
Cary, North Carolina 27511
Executive Officers
William J. Doyle President and Chief Executive Officer
Wayne R. Brownlee Senior Vice President, Treasurer and Chief
Financial Officer
James F. Dietz Executive Vice President and Chief Operating
Officer
John L.M. Hampton Senior Vice President, General Counsel and
Secretary
Betty-Ann L. Heggie Senior Vice President, Corporate Relations
Barry E. Humphreys Senior Vice President and Chief Information
Officer
Barbara Jane Irwin Senior Vice President, Administration
Garth W. Moore President, PCS Potash
G. David Delaney President, PCS Sales
Thomas W. Regan, Jr. President, PCS Phosphate
Karen G. Chasez Vice President, Procurement, PCS Administration
(USA)
Robert A. Jaspar Vice President, Internal Audit
Donald R. Roberts Vice President, Safety, Health and Environment,
PCS Administration (USA)
Dennis A. Sirois Vice President and Corporate Controller
INVERSIONES EL BOLDO LIMITADA
Unless otherwise indicated, each of the individuals named below is a
citizen of Chile.
Name and Position Principal Occupation and Address
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Executive Officers
Mark G. Boulanger Vice President Sales, PCS Yumbes
(United States citizen) 1101 Skokie Blvd.
Suite 400
Northbrook, Illinois 60062
Jose Maria Eyzaguirre Baeza Member, Claro y Cia.
Av. Apoquindo 3721, Piso 13, Las Condes
Santiago, Chile
Rodrigo Ochagavia Ruiz-Tagle Member, Claro y Cia.
Av. Apoquindo 3721, Piso 13, Las Condes
Santiago, Chile
SCHEDULE II
TRANSACTIONS IN SERIES A SHARES
Unless otherwise indicated, each of the transactions described below
was a purchase of Series A Shares for cash on the Bolsa de Comercio de Santiago,
Bolsa de Valores (the Santiago Stock Exchange).
Price per Share
Date Number of Shares (in Chilean pesos)
---- ---------------- ------------------
October 24, 2001 48,129,128 1,900
October 24, 2001 80,645 1,900
October 24, 2001 2,310 1,899
October 25, 2001 35,098 1,900
October 26, 2001 23,225 1,900