SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Lan Chile S.A.
--------------
(Name of Issuer)
Shares of Common Stock without par value
----------------------------------------
(Title of Class of Securities)
Not Applicable
--------------
(CUSIP Number)
12/31/02
--------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. Not applicable 13G
- -------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Tres Mares S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
5. SOLE VOTING POWER
NUMBER OF
SHARES 50,627,987
BENEFICIALLY
OWNED 6. SHARED VOTING POWER
BY EACH
REPORTING - 0 -
PERSON
WITH 7. SOLE DISPOSITIVE POWER
50,627,987
8. SHARED DISPOSITIVE POWER
- 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,627,987
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9 %
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------------------
CUSIP No. Not applicable 13G
- -------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Boris Hirmas Said
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
5. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED 6. SHARED VOTING POWER
BY EACH
REPORTING 50,627,987
PERSON
WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
50,627,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,627,987
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9 %
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. Not applicable 13G
- -------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Maria Pia Hirmas Said
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
5. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED 6. SHARED VOTING POWER
BY EACH
REPORTING 50,627,987
PERSON
WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
50,627,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,627,987
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9 %
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. Not applicable 13G
- -------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paola Hirmas Said
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
5. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED 6. SHARED VOTING POWER
BY EACH
REPORTING 50,627,987
PERSON
WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
50,627,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,627,987
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9 %
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. Not applicable 13G
- -------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Emilia Said de Hirmas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
5. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED 6. SHARED VOTING POWER
BY EACH
REPORTING 50,627,987
PERSON
WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
50,627,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,627,987
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9 %
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
- ---------
Lan Chile S.A. ("Lan Chile")
Item 1(b). Address of Issuer's Principal Executive Offices:
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Americo Vespucio Sur No. 901, Renca, Santiago, Chile
Item 2(a). Name of Persons Filing:
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This Statement is filed, pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the persons
listed below (the "Reporting Persons").
(1) Tres Mares S.A.
(2) Boris Hirmas Said
(3) Maria Pia Hirmas Said
(4) Paola Hirmas Said
(5) Emilia Said de Hirmas
As of December 31, 2002, Boris Hirmas Said, Maria Pia Hirmas Said,
Paola Hirmas Said and Emilia Said de Hirmas held its beneficial ownership
interests in Lan Chile through Tres Mares S.A., which is a shareholder of Lan
Chile.
Tres Mares S.A. is owned by Boris Hirmas Said, Maria Pia Hirmas Said,
Paola Hirmas Said and Emilia Said de Hirmas.
Item 2(b). Address of Principal Office or, if None, Residence:
- ---------
(1) Avenida Vitacura 5093, Oficina 504, Santiago, Chile.
(2) Americo Vespucio Norte 520, Oficina 202, Las Condes, Santiago,
Chile.
(3) Americo Vespucio Norte 520, Oficina 202, Las Condes, Santiago,
Chile.
(4) Americo Vespucio Norte 520, Oficina 202, Las Condes, Santiago,
Chile.
(5) Americo Vespucio Norte 520, Oficina 202, Las Condes, Santiago,
Chile.
Item 2(c). Citizenship or Place of Organization:
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See Item 4 on pages 2 through 6.
Item 2(d). Title of Class of Securities:
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Shares of Common Stock without par value.
Item 2(e). CUSIP Number:
Not Applicable
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount beneficially owned:
See Item 9 on pages 2 through 6.
(b) Percent of class:
See Item 11 on pages 2 through 6.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on pages 2 through 6.
(ii) Shared power to vote or to direct the vote:
See Item 6 on pages 2 through 6.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on pages 2 through 6.
(iv) Shared power to dispose or to direct the disposition
of:
See Item 8 on pages 2 through 6.
Item 5. Ownership of Five Percent or Less of a Class:
- ------
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
- ------ the Security Being Reported on by the Parent Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group:
- ------
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
SIGNATURE
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.
TRES MARES S.A.
February 14, 2003 By: /s/ BORIS HIRMAS SAID
---------------------------
Name: Boris Hirmas Said
Title: Legal Representative
By: /s/ BORIS HIRMAS SAID
--------------------------
February 14, 2003 Boris Hirmas Said
By: /s/ MARIA HIRMAS SAID
--------------------------
February 14, 2003 Maria Pia Hirmas Said
By: /s/ PAOLA HIRMAS SAID
--------------------------
February 14, 2003 Paola Hirmas Said
By: /s/ EMILIA SAID DE HIRMAS
--------------------------
February 14, 2003 Emilia Said de Hirmas
Index of Exhibits
Exhibit No. Description Page
----------- ----------- ----
1 Joint Filing Agreement by and among Tres Mares S.A.,
Boris Hirmas Said, Maria Pia Hirmas Said,
Paola Hirmas Said and Emilia Said de Hirmas. 11
Exhibit 1
JOINT FILING AGREEMENT
----------------------
THIS JOINT FILING AGREEMENT (the "Agreement") is made and entered into
as of this 14th, day of February, 2003 by and among Tres Mares S.A., Boris
Hirmas Said, Maria Pia Hirmas Said, Paola Hirmas Said and Emilia Said de Hirmas.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on schedules 13D and
13G ("13D and 13G Filings") required to be filed by them pursuant to sections
13(d) and 13(g) under the Securities Exchange Act of 1934, as amended, with
respect to their respective ownership of the common shares of Lan Chile S.A. and
other securities representing, or convertible into, such shares. Each party to
this Agreement further agrees and covenants to the other parties that it will
fully cooperate with such other parties in the preparation and timely filing
(and other delivery) of all 13D and 13G Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
TRES MARES S.A.
February 14, 2003 By: /s/ BORIS HIRMAS SAID
---------------------------
Name: Boris Hirmas Said
Title: Legal Representative
By: /s/ BORIS HIRMAS SAID
--------------------------
February 14, 2003 Boris Hirmas Said
By: /s/ MARIA HIRMAS SAID
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February 14, 2003 Maria Pia Hirmas Said
By: /s/ PAOLA HIRMAS SAID
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February 14, 2003 Paola Hirmas Said
By: /s/ EMILIA SAID DE HIRMAS
--------------------------
February 14, 2003 Emilia Said de Hirmas