UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE TO/A

(Amendment No. 3)

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

YPF Sociedad Anónima

(Name of Subject Company (Issuer))

 

Petersen Energía Inversora, S.A.,

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

(Names of Filing Person (Offeror))

 

CLASS A SHARES; CLASS B SHARES

CLASS C SHARES; CLASS D SHARES

par value 10 Pesos per share

and

AMERICAN DEPOSITARY SHARES, each representing one Class D Share

(Title of Class of Securities)

 

 

Class A Shares (P9897X107); Class B Shares (P9897X115)

Class C Shares (P9897X123); Class D Shares (P9897X131)

American Depositary Shares (984245100)

(CUSIP Number of Class of Securities)

 

 

CALCULATION OF FILING FEE

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

 

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13D/A

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energía Inversora, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS BK, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (See Item 5)
		8	SHARED VOTING POWER 393,313 Class D Shares (See Item 5)
		9	SOLE DISPOSITIVE POWER 0 (See Item 5)
		10	SHARED DISPOSITIVE POWER 393,313 Class D Shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 393,313 Class D Shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of the total Class D Shares outstanding. (See Item 5)
14	TYPE OF REPORTING PERSON CO

* Each ADS may be exchanged for one Class D Share.

 

 

2

 

 

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13D/A

 

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Enrique Eskenazi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 98,328,198 (which representing 98,328,198 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

 

 

3

 

 

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13D/A

 

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sebastián Eskenazi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

 

 

4

 

 

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13D/A

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Matías Eskenazi Storey
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 98,328,198 (which represents 98,328,198 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

 

 

5

 

 

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13D/A

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ezequiel Eskenazi Storey
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

 

 

6

 

 

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13D/A

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energía, S.A. Petersen Energía Pty Ltd. Petersen Energía Inversora Holding GmbH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

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This Amendment No. 3 amends and supplements the Tender Offer Statement and Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (“SEC”) on September 11, 2008, by Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”), together with Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”). The Schedule TO, as amended, relates to the offer by the Bidders to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation (sociedad anónima) organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons (as defined below) and (2) all outstanding American Depositary Shares (each representing one Class D Share of YPF) (the “ADSs”, and together with the Shares, the “Securities”), at a price of U.S. $ 49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2008 (the  “U.S. Offer to Purchase” ) which expired on October 20, 2008, and in the related documents (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer” ), which were annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) through (a)(1)(I). The U.S. Offer is being made in conjunction with an offer by the Purchaser in Argentina for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

All information set forth in the U.S. Offer to Purchase filed as Exhibit (a)(1)(A)(1) to the Schedule TO is incorporated by reference in answer to Items 1 through 11 in the Schedule TO, except those items as to which information is specifically provided herein.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

On October 20, 2008, the U.S. Offer expired.

On October 31, 2008, the Bidders announced the waiver of the Conditions (as defined in the U.S. Offer to Purchase), including the Required Regulatory Approval (as defined in the U.S. Offer to Purchase) and that holders of Securities that had tendered their Securities in the U.S. Offer would be entitled to withdraw the tendered Securities until 5 p.m., New York City time, on Friday, November 7, 2008 (the “Withdrawal Period”) and published a notice to that effect in The New York Post. The Withdrawal Period expired on Friday, November 7, 2008.

On November 7, 2008, Purchaser accepted Securities duly tendered prior to the Expiration Time on the Expiration Date and not withdrawn until the expiration of the Withdrawal Period (the “Acceptance Date”). Purchaser will pay the purchase price for such Securities within three business days after the Acceptance Date.

On Acceptance Date, 1,356,010 ADSs and no Shares had been tendered into, and not withdrawn from, the U.S. Offer.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(1)(K) Text of notice to be issued by the Bidders.

 

 

SIGNATURE

After due 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.

 

Petersen Energía Inversora, S.A.

 

By: /s/ Mauro Dacomo

Name: Mauro Dacomo

Title: Consejero – Secretario del Consejo de Administración

 

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

 

By: /s/ Mauro Dacomo

Name: Mauro Dacomo

Title: Attorney-in-Fact

 

Dated: November 10, 2008

 

 

EXHIBITS INDEX

 

 

 

 

 

* Previously filed on September 11, 2008 as an exhibit to the Schedule TO.

** Previously filed on October 31, 2008 as an exhibit to Amendment No. 2 to the Schedule TO.

 

 

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