BRFS BRF SA

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated November 25, 2013

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
(Translation of Registrant’s Name)

1400 R. Hungria, 5th Floor
Jd América-01455000-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

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):                   

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):                   

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.

Yes o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

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.

EXHIBIT INDEX

São Paulo, November 24, 2014.

To

BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

São Paulo – SP

At.: Companies’ Monitoring Department (“Gerência de Acompanhamento de Empresas”)

      Mrs. Ana Lúcia Costa Pereira

Ref: OFFICIAL NOTICE 3624/2014-SAE

Dear Sirs,

BRF S.A. (“BRF” or “Company”), hereby presents its answer to Official Notice 3624/2014-SAE, as described below:

“Dear Sirs,

Under the terms of the Announcement to the Market of 11/21/2014, please clarify, by 11/24/2014, if the acquisition of 75% of the retail frozen foods distribution business of Alyasra Food Company W.L.L. will contemplate withdrawal rights to the company’s shareholders, as established by the article 256 of Law 6,404/76, amended by Law n. 10,303/01. If so, state:

 (i) Shareholders registered on which date on the Company’s records shall be entitled to dissent;

 (ii) The amount of reimbursement, in R$ per share;

(iii) The deadline and the procedures that dissenting shareholders shall adopt to demonstrate their interest.

This request falls under the Cooperation Agreement, signed by CVM and BM&FBOVESPA on 12/13/2011, and its non-compliance may subject the company to an eventual coercive fine by CVM’s Superintendência de Relações com Empresas – SEP, respecting the terms established on CVM Instruction n. 452/07.”

BRF hereby clarifies that, for strategic reasons, the acquisition of 75% (seventy five percent) of Alyasra Food Company W.L.L. ("Acquisition") was not performed directly by BRF, but through its subsidiary BRF GmbH, headquartered in Austria. Thus, and under the terms of the document named Ofício-Circular/CVM/SEP/N.01/2014, the content of article 256 of Law n. 6,404/76 shall not apply to this situation and the Acquisition does not entail withdrawal rights to the Company’s shareholders.

The Company remains available for any additional questions and/or clarification deemed appropriate.

Cordially,

Augusto Ribeiro Júnior

Chief Financial and Investor Relations Officer