UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
Amendment No. 2
to
ANNUAL REPORT
of
JAPAN FINANCE CORPORATION
(Name of Registrant)
Date of end of last fiscal year: †
SECURITIES REGISTERED*
(As of the close of the fiscal year)
Title of issue | Amounts as to which registration is effective | Names of exchanges on which registered | ||
| N/A | N/A | N/A |
Names and addresses of persons authorized to receive notices
and communications from the Securities and Exchange Commission:
Toru Odaka
Representative Office in New York
Japan Bank for International Cooperation,
the international arm of Japan Finance Corporation
712 Fifth Avenue, 26th Floor
New York, New York 10019
Copies to:
Garth W. Bray, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York
United States 10004-2498
| * | The registrant is filing this annual report on a voluntary basis. |
| † | The registrant was established on October 1, 2008. Its first fiscal period is the six-month period ending March 31, 2009. |
The Annual Report on Form 18-K of Japan Finance Corporation (“JFC”), filed on June 17, 2009, as amended by Amendment No. 1 thereto, filed on October 2, 2009, and by this Amendment No. 2, is intended to be incorporated by reference into Registration Statement No. 333-157296 of the Registrant and Japan filed on February 13, 2009.
In connection with the offer, issuance and sale by JFC of $3,000,000,000 aggregate principal amount of its 2.125% Guaranteed Bonds Due November 5, 2012, (the “Bonds”), JFC hereby files Amendment No. 2 to its Annual Report on Form 18-K (the “Annual Report”) as follows:
| 1. | The following exhibits are hereby added to the Annual Report: |
| Exhibit Number | Description | |||
| 5. | A. | Opinion, including consent and address, of Nagashima Ohno & Tsunematsu, Japanese counsel to JFC and Japan, in respect of the validity of the Bonds | ||
| B. | The names and addresses of the Underwriters of the Bonds | |||
| C. | Underwriting Agreement relating to the Bonds and guarantee thereof | |||
| D. | Fiscal Agency Agreement relating to the Bonds and guarantee thereof (with forms of Bond and guarantee attached) | |||
| E. | Schedule of expenses incurred or borne by or for the account JFC in connection with the sale of the Bonds | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, at New York, New York on the 28th day of October 2009.
JAPAN FINANCE CORPORATION | ||
| By | /s/ Toru Odaka | |
Toru Odaka Chief Representative Representative Office in New York | ||
