UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Includes the free translation of the information filed on
April 12, 2004, before the Securities and Insurance Superintendency.
That, by Sociedad Quimica y Minera de Chile S.A., and referred to its
April 2004 Ordinary Shareholders Meeting.
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
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(Exact name of registrant as specified in its charter)
CHEMICAL AND MINING COMPANY OF CHILE INC.
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(Translation of registrant's name into English)
El Trovador 4285, Santiago, Chile (562) 425-2000
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(Address and phone number of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| 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 |X|.
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82 ___________
SQM
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
Santiago, April 12, 2004
Mr.
Alejandro Ferreiro Y.
Superintendent
Securities and Insurance Superintendence
Lib. Bernardo O'Higgins Avenue 1449
Santiago
Dear Mr. Superintendent.
Pursuant to the provisions set forth in the Corporate By-Laws and Chilean Law
Number 18,046 and the Regulations thereto, we hereby advise you that the Board
of Directors of Sociedad Quimica y Minera de Chile S.A. has resolved to call an
Ordinary Shareholders' Meeting of the Company to be held on Friday, April 30,
2004, at 10:00 A.M. at the Fundador Hotel, Paris Street 888, 2nd floor,
Santiago.
We understand that the purposes and other aspects related with the
aforementioned meeting are accurately described in the call to the same that is
herewith enclosed for your information. Additionally, and for the same purpose
we are hereby enclosing three copies of the Annual Report, Balance Sheet,
Financial Statements, Report of the Accounting Inspectors and the Report of the
Independent Accountants of the Company corresponding to the business year ended
on December 31, 2003.
Yours truly,
Sociedad Quimica y Minera de Chile S.A.
Conf: /s/ Patricio Contesse G.
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Patricio Contesse G.
Chief Executive Officer
Cc: Santiago Stock Exchange
Brokers Stock Exchange
Electronic Stock Exchange
New York Stock Exchange
Securities and Exchange Commission
The Bank of New York
FREE TRANSLATION
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Santiago, April 12, 2004
Mr. Shareholder of
Sociedad Quimica y Minera de Chile S.A.
Dear Mr. Shareholder
Pursuant to the provisions set forth in the Corporate By-Laws and Chilean Law
Number 18,046 and the Regulations thereto, we hereby advise you that the Board
of Directors of Sociedad Quimica y Minera de Chile S.A. has resolved to call an
Ordinary Shareholders' Meeting of the Company to be held on Friday, April 30,
2004, at 10:00 a.m. at the Fundador Hotel, Paris Street Number 888, 2nd floor,
Santiago.
We understand that the purposes and other aspects related with the
aforementioned Meeting are accurately described in the call to the same that is
herewith enclosed for your information. Additionally, in accordance with
relevant regulations and with the purpose of providing you with as much
information related to the Meeting as possible, we are hereby enclosing the
following documentation:
a) Annual Report, Balance Sheet, Audited Financial Statements, Report of
the Accounting Inspectors and Report of the External Auditors for the
business year ended December 31, 2003.
b) Dividend Policy for the business year 2004.
c) Investment and Financing Policies for the business year 2004.
d) Notice of Dividend payment.
e) Proxy letter and instructions for the granting and sending thereof.
Sincerely,
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
/s/ Patricio Contesse
PATRICIO CONTESSE G.
Chief Executive Officer
c.c.: Superintendency of Securities and Insurance
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
(SQM S.A.)
Securities Register Number 0184, Record 3007
ORDINARY SHAREHOLDERS' MEETING
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By resolution of the Board of Directors, an Ordinary Shareholders' Meeting of
Sociedad Quimica y Minera de Chile S.A. is hereby called to be held on Friday,
April 30, 2004, at Fundador Hotel, Paris Street Number 888, 2nd floor, Santiago,
to know and resolve about the following matters:
1.- Balance Sheet, Audited Financial Statements, Annual Report, Report of
the Accounting Inspectors and Report of the External Auditors for the
business year ended December 31, 2003.
2.- Appointment of the External Auditors and Accounting Inspectors of the
Company for the business year 2004.
3.- Operations referred to in article 44 of Law NUMBER 18,046 ("Law of
Corporations" of Chile).
4.- Investment and Financing Policies.
5.- Net income for the year 2003, definitive dividend distribution and
Policy on Future Dividends.
6.- Expenses of the Board of Directors for the business year 2003.
7.- Compensation for the members of the Board
8.- Issues related to the Directors' Committee
9.- Other matters of interest of the Company or that may correspond in
accordance with the law.
PARTICIPATION AT MEETING
Only such Company shareholders that are registered in the respective
Shareholders' Registry five working days in advance to the date of celebration
of the Meeting shall be entitled to participate at the same.
PROXIES
The proxies will be qualified on the same date and place, if applicable, in
which the Meeting shall be held and prior to the commencement thereof. Receipt
of proxies shall begin on April 12, 2004, at Eliodoro Yanez Street Number 1215,
Santiago.
PUBLICATION OF BALANCE SHEET
The Audited Financial Statements of the Company as of December 31, 2003 have
been published in La Nacion newspaper of Santiago on Monday, April 12, 2004.
SENDING OF ANNUAL REPORT AND BALANCE SHEET
Pursuant to the provisions set forth in Section 75 of Chilean Law Number 18,046,
the Company has been authorized by Form Letter Number 1,108 of the
Superintendency of Securities and Insurance to limit the delivery of the Annual
Report corresponding to the business period ended on December 31, 2003, to such
shareholders who appear in the respective Registry with at least 6,253 shares.
Nonetheless, those shareholders who own less than the above number of shares may
send a written request to the Company for the purpose of obtaining a copy of the
respective Annual Report in order that the same can be sent as soon as possible.
Notwithstanding the foregoing, the Company has enough copies of said Annual
Report and of other applicable information at the offices located at Eliodoro
Yanez Street Number 1215, Santiago, for the shareholders that may request the
same.
CHIEF EXECUTIVE OFFICER
DIVIDEND POLICY
a) Dividends for the 2003 Business Period.
Sociedad Quimica y Minera de Chile S.A., hereinafter also SQM, shall initially
distribute and pay to its shareholders a dividend amounting to 50 percent of the
liquid profits obtained in the 2003 business period. This 50 percent -related to
net profits totaling US$46,753,344 and that, after deducting US$369,488 for
"amortization of negative goodwill", amount to distributable liquid profits of
US$46,383,856- represents the amount of US$23,191,928 which should be then
distributed as final dividend for the aforementioned period. This distribution
shall be performed in a single act starting on Wednesday, May 12, 2004,
inclusive.
Furthermore and if applicable, the non-distributed amount of US$23,561,416, that
is, the remaining 50 percent of the profits obtained in the 2003 business
period, plus the US$369,488 for "amortization of negative goodwill", shall be
withheld and thereafter allocated by the Company for purposes of paying
additional or eventual dividends in future business periods or for financing its
own operations and/or one or more of its capital investment projects or for
possible and future capitalization of all or part of the same.
b) Dividend for the 2004 Business Period.
The Company's Board of Directors, pursuant to the provisions set forth in Form
Letter Number 687 of the Superintendency of Securities and Insurance, has
resolved to inform about the following Dividend Policy for the 2004 Business
Period to the Ordinary Shareholders' Meeting of SQM to be held on April 30 of
this year.
1. To pay and distribute as dividend and in favor of the respective
shareholders, 50 percent of the liquid profits corresponding to the 2004
Business Period. Calculation of said profits shall exclude accrued and
uncollected profits originating from SQM investments not subject to
consolidation and profits corresponding to amortization of negative
goodwill.
2. To pay and distribute one single final dividend equal to 50 percent of the
liquid profits obtained in the 2004 Business Period. That, in up to two
installments which shall be necessarily paid and distributed prior to June
30, 2005.
3. The amount equivalent to the remaining 50 percent of the liquid profits for
the 2004 Business Period shall be withheld and destined to finance the
Company operations and/or one or more of the Company's Capital Investment
Projects or possible and future capitalization of all or part of the same.
4. The Board of Directors does not consider any additional dividend payment.
5. The Board of Directors does not consider any payments of interim or eventual
dividends.
6. The Board of Directors believes it is necessary to point out that the
aforementioned Dividend Policy reflects the intention or expectations of the
same in respect thereof. Therefore, fulfillment of said Dividend Policy is
necessarily subordinated to the liquid profits which shall ultimately be
obtained, to the results shown by the Company's forecasts which shall from
time to time be prepared or to the existence of certain conditions which
could affect said profits. Notwithstanding the foregoing, and to the extent
that said Dividend Policy actually undergoes any substantial changes, the
Company shall promptly notify and report in respect of such circumstances,
classifying these as essential issues.
Santiago, April 12, 2004.
FINANCING AND INVESTMENT POLICIES FOR THE 2004 BUSINESS PERIOD
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THAT ARE SUBMITTED UNDER CONSIDERATION OF THE ORDINARY
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SHAREHOLDER'S MEETING OF SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
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I. CAPITAL INVESTMENT POLICY.
a) Areas of Investment.
Sociedad Quimica y Minera de Chile S.A., hereinafter also SQM, may invest in all
such matters related with its corporate objective, in the activities and for the
purposes described in the respective By-Laws and in the amount and measure as
may be necessary to maintain or increase its operations and interests. In
accordance with the above, SQM may in particular invest in projects and works
which shall help to maintain, improve or increase its output and marketing
capacity, initiation and diversification of products or markets and in fixed
assets or other assets such as shares and rights in companies to a greater or
lesser extent related with the corporate objectives and which may help increase
the profits, efficiency or profitability of SQM.
b) Investment Ceiling
The investment ceiling will be determined by the possibility to finance the
respective projects. Necessary funds for such purposes may originate from
internal sources (Dividend Policy) and external sources (Financing Policy).
Therefore, the investment ceiling will be set by SQM's actual or potential
ability to obtain the funds needed to perform such investments pursuant to the
aforementioned Policies.
c) Participation in the Control of Investment Areas
The Company is not subject to any special regulations in controlling Investment
Areas. The foregoing, notwithstanding Management's authority to look after such
Areas so as to obtain maximum profitability.
II. FINANCING POLICY:
a) Maximum indebtedness level
The maximum consolidated indebtedness level of SQM shall be given by a
Debt/Equity ratio of 1 (one). This limit may only be exceeded provided that the
respective Extraordinary Shareholders' Meeting previously authorizes Management
to that effect.
b) Management's authority to agree with creditors on restrictions to dividend
distributions
The Management of SQM shall not have the authority to agree with creditors on
any restrictions to dividend distributions. The foregoing excludes the portion
of such dividends which may originate from limits to the distribution of profits
at companies in which SQM holds an interest and which are created for the
purpose of executing projects whose financing calls for agreeing on such
restrictions.
c) Management's authority to agree with creditors on furnishing guarantees
Management shall have no authority to agree with creditors on the furnishing of
guarantees to secure obligations incurred in financing investments other than a
guarantee which could be furnished on the specific asset or investment project
to be financed and guaranteed. The foregoing, however, with the exclusive
exception of any and all guarantees as Management may have considered or may
thereafter consider necessary to grant or furnish in favor of one or more
subsidiaries, which are henceforth anticipatedly, broadly and expressly
authorized and approved.
d) Essential Assets to the operations of the Company
A. The mining rights destined to supply caliche to the caliche-processing
industrial facilities currently located at Coya Sur, Maria Elena and Pedro de
Valdivia, in Chile's Second Region.
B. The caliche-processing industrial facilities currently located at Coya Sur,
Maria Elena and Pedro de Valdivia, in Chile's Second Region.
C. The iodine-processing industrial facilities currently located at Coya Sur,
Maria Elena and Pedro de Valdivia, in Chile's Second Region.
D. The port facilities currently located at the Port of Tocopilla and the
railway currently set up between Maria Elena, Pedro de Valdivia and Tocopilla,
in Chile's Second Region.
All of the above shall obviously apply notwithstanding the free replacement or
substitution of all or part of such assets with other similar goods which shall
"assume" such status and, therefore, shall be subject to the same procedures and
restrictions governing the other assets deemed essential to the operations of
the Company.
III. MANAGEMENT'S AUTHORITY TO SUBSCRIBE, AMEND OR TERMINATE AGREEMENTS FOR THE
PURCHASE, SALE OR LEASE OF GOODS AND SERVICES ESSENTIAL TO THE OPERATIONS OF THE
COMPANY.
Management understands the following agreements or covenants as being essential
to the normal operations of the Company and/or its Subsidiaries:
a) Agreements for the supply or provision of raw materials, inputs, materials
and spare parts necessary for the prospecting and mining or manufacture of the
goods produced by the Company or by third parties whereat or wherewith the
Company shall have any interest or relationship.
b) Agreements for the supply of services needed for accomplishing the corporate
objectives.
c) Agreements for marketing the products prepared, purchased or received in
ownership or consignment by the Company.
d) Insurance policies covering the merchandise, facilities, office space,
securities and other Company resources.
e) Agreements covering the study and execution of the Company's investment
projects.
f) Work contracts with Company employees and their working terms, whether
individual or collective.
Management shall have all the powers and authority necessary and sufficient to
subscribe, amend, rescind and terminate any agreements or covenants related with
issues identical to, similar to, or different from those mentioned above. The
foregoing shall be subject to compliance with prevailing market conditions and
with all relevant legal and statutory rules and regulations.
Santiago, April 12, 2004.
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
(SQM S.A.)
Open Stock Corporation
Securities Registry Inscription NUMBER 0184, Record 3007
Dividend Payment
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The Board of Directors of Sociedad Quimica y Minera de Chile S.A. hereby informs
to the shareholders of the Company that it has agreed to submit for their
approval a definitive dividend payment of US$ 0.08811 gross per share. That, to
the Ordinary Annual Shareholders' Meeting that will be held on April 30, 2004,
in respect of profits obtained in the 2003 business period, in favor of those
shareholders registered in the Company's Book of Shareholders during the fifth
working day prior to the day of such payment and in its equivalent in pesos,
Chilean currency, based on the "Observed Dollar" rate that should be published
by the Official Gazette on April 30, 2004.
The pertinent payment, if applicable, will be made by means of a nominative
paycheck beginning on Wednesday, May 12, 2004, at 9:00 a.m. at the Banco de
Chile offices located at Ahumada Street Number 251, first floor, Santiago.
Afterwards, and beginning on May 31, 2004, the payment will be available at
Eliodoro Yanez Street Number 1215, Santiago, Monday through Friday, from 9:00
hrs. to 14:00 hrs. and from 16:00 hrs. to 18:00 hrs. The above notwithstanding,
the Company shall deposit the applicable payment directly into the shareholders'
bank account provided they so notify in written prior to April 30, 2004.
At the time of payment, the Shareholder or its duly authorized representative
shall exhibit its National Identity Card. The Shareholders that are represented
by a mandatory shall grant a special power for such effect and by means of a
public deed or private instrument duly authorized and legalized. Also, each
authorized representative shall precisely and effectively accredit such power.
THE BOARD OF DIRECTORS
POWER OF ATTORNEY
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Date and Place of Issue
On this date and by this power of attorney I hereby authorize
Mr(s)___________________________________________________, ID Number___________,
(First and last name of party who is empowered) (Only if it is known)
with the power to delegate, to represent me with right to vote or opine in each
and every one of the acts of the Ordinary Shareholders' Meeting of SOCIEDAD
QUIMICA Y MINERA DE CHILE S.A. (SQM S.A.) that has been summoned to be held at
10:00 a.m. on Friday, April 30, 2004 or in the meeting celebrated in its place
if the Meeting cannot be held due to lack of quorum, due to defects in the
summons process, or due to having been suspended by the Superintendency of
Securities and Insurance pursuant to that provided for in article 63 of the Law
Number 18.046.
In the exercise of his power of representation, the empowered party
individualized above or that person to whom he delegates power, can make use of
each and everyone one of the rights in said Meetings, which, in accordance with
the Law or the Corporations Regulations and the Company By-laws, correspond to
me as a shareholder of SQM S.A.
I hereby grant this power for the total amount of shares of my dominion that are
registered in the SQM S.A. Shareholder Registry five working days before the day
on which said Meeting shall be held. This power shall only be understood as
revoked by another power granted on a later date to a person other than the
aforementioned designated representative. Likewise, if two or more powers are
presented with the same date, authorized in the name of different persons, they
may not be considered for the effects of the quorum and for voting purposes in
that Meeting.
_______________________________________ ID Number___________________________
First and last name of shareholder
NUMBER OF SHARES: ___________________ ____________________________________
SIGNATURE OF SHAREHOLDER
OR
LEGAL REPRESENTATIVE
NOTE: The place and date of issue of this Power of Attorney and the first and
last name of the empowered person must be in the handwriting of the
shareholder and not by type writer.
SIGNATURES
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.
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
Conf: /s/ Ricardo Ramos R.
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Ricardo Ramos R.
Chief Financial Officer
Date: April 12, 2004