FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of May, 2008
Commission
File Number: 001-12102
YPF
Sociedad Anónima
(Exact
name of registrant as specified in its charter)
Av.
Pte. R.S. Peña 777 – 8th Floor
1354
Buenos Aires, Argentina
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual
reports under cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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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):
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Yes
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No
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X
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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):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information
contained
in this Form, the Registrant is also thereby furnishing the information to the
Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): N/A
YPF
Sociedad Anónima
TABLE OF
CONTENTS
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Item
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1
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Letter
to the Buenos Aires Stock Exchange regarding Tender Offer by Petersen
Energía Inversora S.A.
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2
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Letter
from Petersen Energía Inversora S.A. regarding Tender
Offer
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3
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Tender
Offer Announcement by Petersen Energía Inversora
S.A.
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TRANSLATION
Item 1
Buenos Aires, May
21, 2008
Messrs.
Buenos Aires Stock
Exchange
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Re.: Tender
Offer by Petersen Energía Inversora
S.A.
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We hereby inform you
that on May 20, 2008, at 8:40 p.m., YPF S.A. received a letter from Petersen
Energía Inversora S.A. (“PEISA”), a company organized under the laws of the
Kingdom of Spain; the letter includes the following relevant
information:
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§
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On May 20,
2008, PEISA exercised an option to purchase from Repsol YPF S.A. and
certain of its affiliates (“Repsol YPF Group”) shares representing 0.1% of
the capital stock of YPF S.A., at a price of US$ 34.300013 per
share.
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§
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Given the fact
that as a result of the exercise of such option, if the purchase of
the shares mentioned above is effected, PEISA and Petersen Energía
S.A. (“PESA”), companies belonging to the Petersen Group, will become the
owners of shares representing 15% of the capital stock of YPF S.A., the
acquisition by PEISA constitutes an “Acquisition of Control” under
the terms of Article 7, items (d), (e) and (f), and related provisions of
the By-laws of YPF S.A.; therefore, PEISA has notified YPF S.A. that it
will carry out a tender offer for all the outstanding shares of YPF S.A.
at a price of US$ 49.45 (U.S. Dollars forty-nine with forty-five cents)
per share, according to the terms of the letter and the copy of the notice
attached thereto.
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Please find attached
to this instrument the letter received from PEISA and a copy of the notice
related to the Tender Offer to be made by Petersen Energía Inversora S.A. in the
relevant media.
Sincerely,
By YPF
S.A.
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IGNACIO C.
MORAN
Chief
Financial Officer
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TRANSLATION
Item
2
Buenos Aires, May
20, 2008
Messrs.
YPF
S.A.
Av. Pte. R. Sáenz
Peña 777, 8th
floor
City of Buenos
Aires
At.: Chairman of the
Board of Directors
Mr. Antonio Brufau
Niubó
Dear
Sirs,
We hereby address
you in connection with Article 7 of the By-laws of YPF S.A. and in compliance
with Article 3, paragraph b.1), Chapter XXVII, of the Rules of the Comisión Nacional de
Valores.
In such respect, as
you know, on February 21, 2008, Petersen Energía, S.A. ("PESA"), a company
indirectly controlled by Messrs. Enrique and Sebastián Eskenazi, and Matías and
Ezequiel Eskenazi Storey (the “Eskenazi Family”)
purchased shares representing 14.9% of the capital stock of YPF
S.A.
On the other hand,
today, Petersen Energía Inversora, S.A. (“PEISA”), a company also indirectly
controlled by the Eskenazi Family, exercised the option to purchase shares
representing 0.1% of the capital stock of YPF S.A. (the “Option Shares”) at a
price of US$ 34.30013 per share.
By reason of the
Option exercise by PEISA, the Eskenazi Family will become the indirect holder of
shares representing 15% of the capital stock of YPF S.A. Therefore, the
acquisition by PEISA of the Option Shares constitues an “Acquisition of Control”
under the terms of Article 7, items (d) and (e) of the By-laws of YPF
S.A.
Due to the
foregoing, PEISA hereby announces and gives notice to YPF S.A., pursuant to the
terms of Article 7, items (d), (e) and (f), and related provisions of the
By-Laws of YPF S.A., of the “Acquisition of Control” mentioned in the preceding
paragraphs and that it will carry out a tender offer for all the shares of YPF
S.A. (the “Tender Offer”). Please note that only upon completion of the Tender
Offer and once PEISA has acquired the shares to be offered for sale by the
shareholders of YPF S.A. under the Tender Offer, shall the acquisition of Option
Shares by PEISA be formalized (such acquisition is defined in Article 7, item
(f)(i) of the By-laws of YPF as “PRELIMINARY AGREEMENT”).
Attached to this
instrument you will find the text of the notice that will be published in the
newspapers “Clarín” and “Ámbito Financiero”; that text will also be published in
English in the “New York Post” according to the terms of the Tender
offer.
We also inform the
following:
(A) PEISA is a corporation
(sociedad anónima)
organized under the laws of the Kingdom of Spain; its corporate office is
located at Velázquez 9, 1º Planta, 28006, Madrid, España (telephone: +34
915750008). Also, according to the terms of Article 123 of Law No. 19550, PEISA
is registered with the Public Registry of Commerce of the City of Buenos Aires
as from May 16, 2008, under Number 610, of Book 58, Volume B, of Foreign
By-laws.
TRANSLATION
(B) The Eskenazi Family
indirectly controls both PEISA and PESA, a corporation (sociedad anónima) organized
under the laws of the Kingdom of Spain, with corporate office at Velázquez 9, 1º Planta, 28006, Madrid,
España (telephone: +34 915750008).
(C) The consideration offered
by PEISA in the Tender Offer amounts to US Dollars forty-nine with forty-five
cents (US$ 49.45) per share, payable in cash in compliance with the procedure to
be provided for in the Tender Offer Prospectus and the terms established in such
document. The Tender Offer is not conditioned upon the purchase of a
certain number of YPF S.A shares.
(D) The general acceptance
period of the Offer shall commence on the day the Comisión Nacional de Valores
authorizes the Offer (“Starting Date”) and shall expire at 3.00 p.m. of the
21st
business day following such date (the “General Acceptance
Period”).
The additional
acceptance period of the Offer shall extend from the first day following the
last day of the General Acceptance Period and to 3.00 p.m. of the 6th
business day following such last day of the General Acceptance Period (the
“Expiration
Date”).
The "Acceptance
Period", as used herein, shall mean the period between the Starting Date
and the Expiration Date.
Holders of Shares
may accept the Offer during the Acceptance Period. Subject to applicable laws
and regulations, it is not the intention of PEISA to extend the Acceptance
Period beyond the Expiration Date.
(E) YPF S.A. Shareholders who
tendered in the Offer will have withdrawal rights during the entire Acceptance
Period, and will be allowed to retender until the Expiration Date. After the
Expiration Date, those shareholders who tendered in the Offer will have
withdrawal rights with respect to their Shares tendered under the Offer until
the liquidation and payment are effected, as contemplated in the Tender Offer
Prospectus. However, once the Shares are withdrawn, they may not be retendered
in the Tender Offer.
(F) The Tender Offer will be a
voluntary tender offer of Shares of YPF addressed to all shareholders of common
book-entry Class A, Class B, Class C and Class D of YPF S.A., par value ten
Pesos (AR$10) and one vote per share, currently issued and
outstanding.
(G) PEISA is a company
recently organized; therefore, so far there is no closed fiscal
year.
For all the relevant
purposes in connection with this notice, we establish our domicile at Cerrito
740, 1st floor,
City of Buenos Aires (tel. 4384-9147), attention: Mauro Dacomo, cc, Estudio
Brons & Salas, Maipú 1210, 5th floor,
City of Buenos Aires (tel. 4891-2700), attention: José Luis Galimberti y/o Hugo
Miguens.
Sincerely,
PETERSEN ENERGÍA INVERSORA S.A.
Mauro R. J. Dacomo
Attorney-in-fact
Item
3
A
request for authorization to carry out this tender offer will be made to the
Comisión Nacional de Valores pursuant to the regulations in effect, within the
following TEN (10) days and, as such, said authorization has yet to be granted.
The information included in this announcement is subject to changes and
modifications and cannot be considered as final.
TENDER
OFFER ANNOUNCEMENT
PETERSEN
ENERGÍA INVERSORA, S.A.
(hereinafter,
"PEISA")
Intends
to carry out a
VOLUNTARY
TENDER OFFER IN ARGENTINA
FOR ALL
THE OUTSTANDING CLASS A SHARES, CLASS B SHARES, CLASS C SHARES AND CLASS D
SHARES, PAR VALUE TEN PESOS ($10) PER SHARE AND ONE VOTE PER SHARE
OF
YPF
SOCIEDAD ANÓNIMA
(hereinafter,
"YPF")
AT A PRICE
OF US$ 49.45 (FORTY-NINE DOLLARS AND FORTY-FIVE CENTS) PER SHARE, IN
CASH.
PEISA will
make its offer to purchase (the "Offer")
to all holders of outstanding common book-entry Class A, Class B, Class C and
Class D Shares, with a nominal value of ten Pesos ($10) and one vote per share
(hereinafter, the "Holders"
and the "Shares",
respectively.)
PEISA is a
corporation (sociedad
anónima) organized under the laws of the Kingdom of Spain, its address is
Velázquez 9, 1º Planta, 28006, Madrid, España, and it is registered with the
Public Registry of Commerce of the Autonomous City of Buenos Aires as from May
16, 2008, under the Number 610, of the Book 58, Volume B, of Foreign
By-laws.
1.
Purpose of the Offer. Other participations.
PETERSEN
ENERGIA, S.A. ("Petersen
SA") acquired 58,603,606 ADSs of YPF (representing 58,603,606 Class D
Shares of YPF) representing 14.9% of the total outstanding capital stock of YPF
pursuant to a stock purchase agreement between Repsol
YPF S.A.
("Repsol")
and certain of its affiliates, dated as of February 21, 2008 (the "Acquisition").
On that
same date, Repsol and certain of its affiliates granted the controlling
shareholders of Petersen SA and PEISA two options to purchase from Repsol and
certain of its affiliates 0.1% (the "First
Option")
and 10% (the "Second
Option") of the outstanding capital stock of YPF (collectively, the
"Option
Agreements").
On May 20,
2008, PEISA, the assignee of the First Option, notified Repsol of its intention
to exercise its right to acquire 0.1% of the outstanding capital stock of YPF
pursuant to the First Option.
As a
result of the exercise of the First Option, Petersen SA and PEISA will have
collectively acquired title and control over YPF´s Class D Shares representing
at least 15% of YPF´s outstanding capital stock.
The
by-laws of YPF (the "By-laws")
require that a tender offer for all shares of all classes and all convertible
securities of YPF must be launched once such percentage ownership is reached,
which is the reason that PEISA will launch the Offer.
The
transfer of the shares acquired by PEISA by exercising the First Option shall
be effected after the Offer has been concluded.
2.
Other terms and conditions of the Offer
2.a.
Acceptance
The
general acceptance period of the Offer shall commence on the day the Comisión
Nacional de Valores authorizes the Offer (the "Starting
Date") and shall expire at 3:00 p.m. of the 21st
business day following such date (the "General
Acceptance Period").
The
additional acceptance period of the Offer shall start the day following the last
day of the General Acceptance Period and extend until 3:00 p.m. of the 6th
business day following the last day of the General Acceptance Term (the "Expiration
Date").
The "Acceptance
Period", as used herein, shall mean the period between the Starting Date
and the Expiration Date.
Holders of
Shares may accept the Offer during the Acceptance Period. Subject to applicable
laws and regulations, it is not the intention of PEISA to extend the Acceptance
Period beyond the Expiration Date.
Holders of
Shares tendered in the Offer shall have withdrawal rights during the entire
Acceptance Period and will be allowed to retender their Shares in the Offer
until the Expiration Date.
2.b.
Conditions
2.b.I. The
following conditions shall have been satisfied prior to the commencement of the
Acceptance Period:
(i)
approval of the acquisition of control (as defined in the By-laws) and the Offer
at a special meeting of the holders of Class A Shares, according to
Section 7(e)(i) and 7 (f)(ii) of the By-laws, and
(ii)
authorization of the Offer by the Comisión
Nacional de Valores and all other regulatory authorities of the
jurisdictions where the Offer will be carried out.
The
Acceptance Period shall not commence until the conditions described in (i) and
(ii) have been fulfilled.
2.b.II.
The Offer shall be subject to all of the following conditions, among
others:
(i) The
absence of (A) a rejection by the Comisión
Nacional de Defensa de la Competencia (“CNDC”)
of the Acquisition, the Option Agreements, the exercise of the First Option and
the Second Option by PEISA or any of its affiliates, or the acquisition of
Shares pursuant to the Offer, or (B) an imposition of conditions and obligations
to the parties thereof or to YPF;
(ii) The
absence of any decision by any regulatory or judicial authority aimed at
imposing conditions or preventing the Offer from taking place.
If any of
the conditions described in 2.b.I and 2.b.II are not satisfied, PEISA will be
allowed to abandon the Offer at any time, and will not be obligated to pay the
purchase price or acquire Shares tendered in the Offer.
3.
Other considerations
The Board
of Directors PEISA declares that PEISA has sufficient economic and financial
resources to comply with its obligations under the Offer.
* * *
This
announcement and the information contained herein are solely for informational
purposes and do not constitute, nor can be deemed to constitute, an offer to
acquire Shares or an invitation to transfer Shares. The final terms and
conditions of the Offer shall be described in the prospectus and in any other
documents relating to the Offer, once the necessary approvals and authorizations
have been obtained, which shall be timely communicated to the
Shareholders.
Neither
PEISA nor any of its affiliates have commenced the tender offer in the
United
States that
will be launched in connection with the Offer. ADS holders and U.S. shareholders
of YPF are advised to read the Tender Offer Statement, the Offer to Purchase and
the other documents relating to such tender offer in the United States that will
be filed with the SEC when they become available, because they will contain
important information. ADS holders and U.S. shareholders
of YPF may obtain copies of these documents free of charge, when they become
available, at the
SEC’s
website at www.sec.gov or from the receiving agent to be appointed in connection
with the tender offer in the United
States.
New York,
May 22, 2008.
SIGNATURE
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.
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YPF
Sociedad Anónima
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Date:
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May
21, 2008
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By:
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/s/
Ignacio C. Moran
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Name:
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Ignacio
C. Moran
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Title:
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Chief
Financial Officer
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