As Filed with the Securities and Exchange Commission on November 18, 2002 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Billerud AB
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer’s name into English)
Sweden
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
____________________
Timothy F. Keaney
The Bank of New York
101 Barclay Street
New York, N.Y. 10286
Telephone (212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
For Further Information Contact:
Timothy F. Keaney
The Bank of New York
101 Barclay Street
New York, N.Y. 10286
(212) 815-2129
It is proposed that this filing become effective under Rule 466
x immediately upon filing
on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box.
CALCULATION OF REGISTRATION FEE
(1)
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 Receipts evidencing American Depositary Shares.
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 become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective, on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item- 1Description of Securities to be Registered
Location in Form
of Receipt Filed
Item Number and Caption
Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary
Face of Receipt, top
Receipts and identity of
center
deposited securities
Terms of Deposit:
(I) The amount of deposited
Face of Receipt, upper
securities represented by
right corner
one unit of American
Depositary Receipts
(ii) The procedure for voting,
Articles number
if any, the deposited securities
7 and 12
(iii) The collection and
Articles number
distribution of dividends
8 and 13
(iv) The transmission of
Article number 7
notices, reports and
proxy soliciting material
(v) The sale or exercise of rights
Articles number 4 and 8
(vi) The deposit or sale of
Articles number
securities resulting
8 and 11
from dividends, splits
or plans of reorganization
(vii) Amendment, extension or
Article number 13
termination of the deposit agreement
(viii) Rights of holders of
Article number 2
Receipts to inspect the transfer
books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right
Introductory Article,
to deposit or withdraw the underlying
Articles, number 1,3,
securities
11, 15, and 16
(x) Limitation upon the liability of
Articles number 4, 5, 10,
of the depositary
and 12
Item- 2Available Information
Public reports furnished
Article number 7
by issuer.
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit A to this Registration Statement which is incorporated herein by reference.
Part II- Information Not Required in Prospectus.
Item-3Exhibits
1.
Form of Deposit Agreement- The Deposit Agreement relating to the American Depositary
Receipts registered hereunder is contained in the form of Receipt itself, which is filed
herewith as Exhibit A.
1.
Opinion of counsel- filed herewith as Exhibit D.
1.
Certification under 466 – filed herewith as Exhibit F.
Item-4
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the ADRs, 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 amounts of fees charged are 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 ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, onNovember 8, 2002.
Legal entity created by the agreement for this
issuance of American Depositary Receipts for
Common Shares of
Billerud AB
By: The Bank of New York,
As Depositary
By: /S/ MICHAEL F. FINCK
Michael F. Finck
Managing Director
INDEX TO EXHIBITS
ExhibitNumber | ||
(1) | Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of American Depositary Receipt itself. | |
(4) | Opinion of Emmet, Marvin & Martin, counsel for the Depositary, as to the legality of the securities being registered. | |
(6) | Certification under Rule 466. | |