As filed with the Securities and Exchange Commission on December 9, 2005
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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Mitsui Bussan Kabushiki Kaisha
(Exact name of issuer of deposited securities as specified in its charter)
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Mitsui & Co., Ltd.
(Translation of issuer's name into English)
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Japan
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Izumi Akai, Esq. Herman H. Raspe, Esq.
Sullivan & Cromwell LLP Patterson, Belknap, Webb & Tyler LLP
Otemachi First Square 1133 Avenue of the Americas
5-1, Otemachi 1-chome New York, New York 10036
Chiyoda-ku, Tokyo 100-0004
Japan
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each 100,000,000 $5.00 $5,000,000.00 $633.50
representing twenty (20) shares of
common stock of Mitsui & Co., Ltd.
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Paragraph (1)
office
2. Title of Receipts and identity of deposited securities Paragraphs (1) and (2)
Terms of Deposit:
(i) The amount of deposited securities represented by Paragraph (1)
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Paragraph (15)
securities
(iii) The collection and distribution of dividends Paragraphs (12) and (14)
(iv) The transmission of notices, reports and proxy Paragraphs (15) and (17)
soliciting material
(v) The sale or exercise of rights Paragraphs (13) and (14)
(vi) The deposit or sale of securities resulting from Paragraphs (12), (14) and (16)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Paragraphs (9), (19) and (20) (and no provisions
agreement for extensions).
(viii) Rights of holders of Receipts to inspect the Paragraph (17)
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Paragraphs (3), (5), (6), (7), and (8)
the underlying securities
I-1
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Paragraph (18)
(xi) Fees and charges which may be imposed directly or Paragraph (10)
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 1 to the
Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement
on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to the Deposit Agreement, by and among
Mitsui & Co., Ltd. (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders from time to time of American Depositary
Receipts and European Depositary Receipts issued under the Deposit
Agreement. - Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of October 1, 1982, among the Company,
the Depositary, and all Holders from time to time of American Depositary
Receipts and European Depositary Receipts issued thereunder (the "Deposit
Agreement") - Filed herewith as Exhibit (a)(ii).
(b) Any other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. ___ None.
(c) Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect at any
time within the last three years. ___ None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. ___ Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. ___ None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. ___ Set forth on the signature
pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
the American Depositary Receipts, any reports and communications
received from the issuer of the deposited securities which are both
(1) received by the Depositary as the holder of the deposited
securities, and (2) made generally available to the holders of the
underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an American Depositary Receipt thirty (30)
days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, dated as of October 1, 1982, by and among Mitsui & Co., Ltd.,
Citibank, N.A., as depositary, and all holders from time to time of American
Depositary Receipts and European Depositary Receipts to be issued thereunder, as
proposed to be amended by Amendment No. 1 to the Deposit Agreement, certifies
that it has reasonable grounds to believe that all the requirements for filing
on Form F-6 are met and has duly caused this Registration Statement on Form F-6
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 9th day of December, 2005.
Legal entity created by the Deposit
Agreement for the issuance of American
Depositary Receipts evidencing American
Depositary Shares registered hereunder
and European Depositary Receipts
evidencing European Depositary Shares,
each American Depositary Share
representing twenty (20) shares of common
stock, of Mitsui & Co., Ltd.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Dana Lowe
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Name: Dana Lowe
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mitsui & Co., Ltd. certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Tokyo, Japan, on December 9, 2005.
MITSUI & CO., LTD.
By: /s/ Kazuya Imai
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Name: Kazuya Imai
Title: Executive Director; Senior Executive
Managing Officer and Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mr. Kazuya Imai to act as his/her true
and lawful attorney-in-fact and agent, with full power of substitution, for
him/her and in his/her name, place and stead, in any and all such capacities, to
sign any and all amendments, including post-effective amendments, and
supplements to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as s/he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on December 9, 2005.
Signature Title
/s/ Shoei Utsuda Executive Director; President and
----------------------------- Chief Executive Officer
Name: Shoei Utsuda
/s/ Kazuya Imai Executive Director; Senior Executive
----------------------------- Managing Officer and Chief Financial
Name: Kazuya Imai Officer
/s/ Motonori Murakami Managing Officer; General Manager,
----------------------------- General Accounting & Risk Management
Name: Motonori Murakami Division
/s/ Nobuo Ohashi Chairman and Director
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Name: Nobuo Ohashi
/s/ Tetsuya Matsuoka Executive Director; Executive Vice
----------------------------- President
Name: Tetsuya Matsuoka
/s/ Masataka Suzuki Executive Director; Executive Vice
----------------------------- President
Name: Masataka Suzuki
Executive Director; Senior Executive
----------------------------- Managing Officer
Name: Gempachiro Aihara
/s/ Yushi Nagata Executive Director; Senior Executive
----------------------------- Managing Officer
Name: Yushi Nagata
Executive Director; Senior Executive
----------------------------- Managing Officer
Name: Hiroshi Tada
Executive Director; Senior Executive
----------------------------- Managing Officer
Name: Yasunori Yokote
Director
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Name: Akishige Okada
Director
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Name: Akira Chihaya
Authorized Representative in the U.S.
/s/ Motokazu Yoshida Executive Managing Officer; Chairman
----------------------------- for the Americas
Name: Motokazu Yoshida
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1
(a)(ii) Deposit Agreement
(d) Opinion to the Depositary