1934 Act Registration No. 333 - 13904
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September 2004
MTR CORPORATION LIMITED
(Exact Name of Registrant as Specified in Its Charter)
MTR Tower
Telford Plaza
33 Wai Yip Street
Kowloon Bay
Hong Kong
(Address of principal executive offices)
(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 Ö Form 40-F
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No Ö
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report on Form 6-K may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of MTR Corporation Limited (the “Company”) to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements.
With respect to the Company’s railway operations, such factors include, among others, the following:
| • | general political, social and economic conditions in Hong Kong and elsewhere in Asia; |
| • | accidents and natural disasters; |
| • | the terms on which the Company finances its working capital and capital expenditure requirements; |
| • | the implementation of new projects and the timely and effective development of the railway and any disruptions to that implementation and development; |
| • | changes in the fares for the Company’s services; |
| • | competition from alternative modes of transportation, in particular franchised buses and public light buses; |
| • | the Company’s relationship with the Government of the Hong Kong Special Administrative Region (the “Government”); |
| • | the Government’s policies relating to transportation and land use planning in Hong Kong, which may change as a result of the Government’s population and employment growth projections (which themselves are subject to change); and |
| • | other factors beyond the Company’s control. |
With respect to the Company’s property operations, such factors include, among others, the following:
| • | general political, social and economic conditions in Hong Kong and elsewhere in Asia; |
| • | the level of interest rates prevailing in Hong Kong; |
| • | the Company’s ability to complete property developments on time and within budget; |
| • | the terms on which the Company finances its working capital and capital expenditure requirements; |
| • | competition from other property developments; |
| • | the Government policies relating to property ownership and development, which may change as a result of the Government’s population and employment growth projections (which themselves are subject to change); and |
| • | other factors beyond the Company’s control. |
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EXHIBITS
| Exhibit Number | Page | |||
| 1.1 | Announcement dated September 16, 2004 | 5 |
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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.
MTR CORPORATION LIMITED | ||||
By: | /s/ Lila Fong | |||
Name: | Lila Fong | |||
Title: | Legal Manager - Secretarial | |||
Date: September 16, 2004 | ||||
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MTR CORPORATION LIMITED
(the“Company”)
(Incorporated in Hong Kong with limited liability)
(Stock code: 66)
POSSIBLE MERGER
Further to the Company’s announcements dated 24th February, 2004 and 20th August, 2004, the Company wishes to advise that on 16th September, 2004, it, together with KCRC, submitted a joint merger report to the Government on the possible merger between the Company and KCRC.There is no assurance that the joint merger report or any further discussions between the Company, KCRC and the Government will result in a merger.
Investors should exercise caution in their dealings of the shares in the Company.
Further to the Company’s announcement dated 24th February, 2004 and 20th August, 2004, the Company wishes to advise that on 16th September 2004, it, together with Kowloon-Canton Railway Corporation (“KCRC”), submitted a joint merger report to the Government of the Hong Kong Special Administrative Region (the “Government”) on the possible merger between the Company and KCRC.
The joint merger report resulted from discussions between the Company and KCRC conducted on the basis of the five parameters which Government asked the Company and KCRC in February 2004 to use as the framework for discussions.
The five parameters set by the Government were:
| (a) | the adoption of a more objective and transparent fare adjustment mechanism; |
| (b) | abolition of the second boarding charge and review of the fare structure with the objective of reducing fares; |
| (c) | early resolution of interchange arrangements for rail projects under planning, notably the Shatin-Central Link; |
| (d) | ensuring job security for frontline staff of both corporations at the time of the merger; and |
| (e) | provision of seamless interchange arrangements in the long run. |
As requested by the Government, the joint merger report includes a preliminary study on the Hong Kong section of the Express Rail Link.
The Company is also discussing with the Government the terms of the possible merger and the process is expected to continue.
The Company has stated previously that if the merger is implemented on acceptable terms, it would be beneficial to all stakeholders as it would provide an integrated regional and urban rail network for the people of Hong Kong with greater efficiency, increased convenience and enhanced connectivity and provide room for fare adjustments.
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As stated in the Company’s announcement dated 24th February, 2004, any transaction involving the Government will be treated as a connected transaction under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and may also be treated as a transaction subject to Chapter 14 of the Listing Rules. As a connected transaction, any merger between the Company and KCRC will be subject to the approval of independent shareholders.
The Company further notes that the form of any potential merger has not yet been agreed or decided.There is no assurance that the joint merger report submitted by the Company and KCRC or any further discussions between the Company, KCRC and Government will result in a merger. The share price of the Company may be subject to fluctuations in the interim. Investors should exercise caution in their dealings of the shares in the Company.
For the avoidance of doubt, this announcement is not an announcement of a proposed or possible offer for the shares in the Company within the meaning of the Code on Takeovers and Mergers.
| By Order of the Board |
| Leonard Bryan Turk |
| Company Secretary |
Hong Kong, 16th September, 2004
Members of the Board:Dr. Raymond Ch’ien Kuo-fung(Chairman)**, Chow Chung-kong(Chief Executive Officer), Professor Cheung Yau-kai*, David Gordon Eldon*, T. Brian Stevenson*, Edward Ho Sing-tin*, Lo Chung-hing*, Christine Fang Meng-sang*, Frederick Ma Si-hang(Secretary for Financial Services and the Treasury)**, Secretary for the Environment, Transport and Works (Dr. Sarah Liao Sau-tung)** and Commissioner for Transport (Robert Charles Law Footman)**
Members of the Executive Directorate:Chow Chung-kong, Russell John Black, William Chan Fu-keung, Philip Gaffney, Thomas Ho Hang-kwong, Lincoln Leong Kwok-kuen and Leonard Bryan Turk
| * | independent non-executive directors |
| ** | non-executive directors |
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