GRAM Grana y Montero SAA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 1

OR

For the fiscal year ended December 31, 2019

OR

OR

Date of event requiring this shell company report                     

For the transition period from                      to                     

Commission file number 001-35991

GRAÑA Y MONTERO S.A.A.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Av. Paseo de la República 4667

Surquillo

Lima 34, Peru

(Address of principal executive offices)

Daniel Urbina Pérez, Chief Legal Officer

Tel. 011-51-1-213-6565

relacion.inversionistas@gym.com.pe

Av. Paseo de la República 4667

Surquillo

Lima 34, Peru

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation

pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    ☒

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Explanatory Note

This Amendment No. 1 to Form 20-F (this “Amendment”) is being filed to amend the annual report on Form 20-F for the fiscal year ended December 31, 2019 filed by Graña y Montero S.A.A. on June 15, 2020. The company is filing this Amendment solely to add disclosure that, in making the original filing, the company relied on the order of the U.S. Securities and Exchange Commission (the “SEC”) dated March 4, 2020 (Release No. 34-88318), as modified on March 25, 2020 (Release No. 34-88465), for an extension of the original due date. The company made the original filing on June 15, 2020, within 45 days after the original due date, as permitted under the order. The disclosure under the heading “Reliance on SEC Order” below is hereby added as an explanatory note at the beginning of Part I. Introduction of the original filing.

In addition, as required by SEC rules, certifications by the company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 19 hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 15. Controls and Procedures, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the original filing or reflect any events that have occurred after the original filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the original filing was made and no changes have been made to the financial statements of the company as contained in the original filing. Accordingly, this Amendment should be read in conjunction with the original filing and the company’s other filings with the SEC.

Reliance on SEC Order

As previously disclosed on a Form 6-K furnished by the company on April 30, 2020, the company required additional time to file this annual report due to circumstances related to the COVID-19 pandemic.

On March 15, 2020, due to the outbreak of the COVID-19 pandemic, the Peruvian government declared a national state of emergency and enacted a mandatory quarantine, beginning March 16, 2020. The government closed all international borders and suspended all travel within Peru. The state of emergency also prohibits large gatherings, institutes a curfew, and limits the use of private vehicles, among other limitations. As of the date of this annual report, these Peruvian government measures remain in effect until June 30, 2020, and persons in non-compliance may face fines or detention. The extraordinary government measures have limited access to our facilities by executives, support staff and professional advisors. In addition, since early March 2020, management of the company has been focused on assessing and overcoming the unprecedented challenges posed by the COVID-19 pandemic and the extraordinary government measures for the company’s business and stakeholders. These factors resulted in a delay in the preparation of this annual report, including the completion of the company’s audited consolidated financial statements for the 2019 year.