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 December 22, 2014

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.

Date: December 22, 2014

 

 

 

 

BRF S.A.

 

 

 

 

 

By:

/s/ Augusto Ribeiro Junior

 

 

Name:

Augusto Ribeiro Junior

 

 

Title:

CFO AND IRO

 

 

 

 

 


 
 

 

EXHIBIT INDEX

Exhibit

Description of Exhibit

 

1

BRF S.A. - Disclosure of Divestiture of a Material Shareholding Stake

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

BRF S.A.

Rua Hungria, nº 1400

5º andar, CEP: 1455000, São Paulo - SP

At: Sr. Augusto Ribeiro Junior

Investor Relations Officer

Tel: 55 (11) 2322 5052

Fax: 55 (11) 2322 5740

e-mail: acoes@brasilfoods.com

December 19, 2014

 

BRF S.A. Disclosure of Divestiture of a Material Shareholding Stake

 

Dear Sirs,

 

1          In the name of some of its clients as investment manager, BlackRock, Inc. (“BlackRock”) hereby notifies that it has divested common shares issued by BRF S.A. (“BRF”) and, on December 17, 2014, its overall stake on an aggregate basis has reached 34,193,146 common shares and 9,251,450 American Depositary Receipts (“ADRs”), representing about 4.98% of the total common shares issued by BRF.

2          Pursuant to Paragraph, Article 12, Instruction 358 of the Brazilian Securities and Exchange Commission (“CVM”), of January 3,  2002, as amended, BlackRock, hereby requests BRF’s Investor Relations Officer to notify the following to the CVM and the other competent bodies:

(i)                 BlackRock has registered offices at 55 East 52nd Street, New York, New York 10022-0002, United States of America;

(ii)                the corporate stakes held by BlackRock on an aggregate basis have reached 34,193,146 common shares and 9,251,450 ADRs representing approximately 4.98% of the total common shares issued by BRF, as specified in item 1 above;

(iii)              the purpose of the aforementioned corporate stakes is strictly as an investment, there being no intention of altering BRF’s shareholding control or management structure;

(iv)              BlackRock holds no debentures convertible into shares or any securities convertible into shares issued by BRF; and

(v)                no contracts or agreements have been signed by BlackRock, which regulate the exercise of voting rights or the purchases and sale of securities issued by BRF.

 

 

Please contact us should you need further clarification or additional comments which you deem necessary on the matter.

 

Sincerely,

 

 

 

 

 


 

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