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
Kabushiki Kaisha Millea Holdings
(Exact name of issuer of deposited securities as specified in its charter)
Millea Holdings, Inc.
(Translation of issuer's name into English)
Japan
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Tokio Marine Management, Inc.
230 Park Avenue
New York, New York 10169
Tel. No.: (212) 297-6600
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||
| Scott A. Ziegler, Esq. Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 | Eugene C. Gregor, Esq. Davis Polk & Wardwell Izumi Garden Tower 33F 1-6-1 Roppongi Minato-ku, Tokyo 106-6033, Japan | |
It is proposed that this filing become effective under Rule 466 | |||||
| o | immediately upon filing | ||||
| o | on (Date) at (Time) | ||||
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit(1) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
|---|---|---|---|---|---|---|---|---|
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five one-thousandths (0.005) of one share of common stock of Millea Holdings, Inc. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $588.50 | ||||
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 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
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
|---|---|---|---|---|
| (1) | Name and address of Depositary | Introductory paragraph | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top centre | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraphs 16 and 17 | ||
| (iii) | Collection and distribution of dividends | Paragraphs 7, 10, 14 and 16 | ||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs 13, 16 and 17 | ||
| (v) | Sale or exercise of rights | Paragraphs 10, 14, 16, 18 and 20 | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs 3, 7, 10, 14 and 18 | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs 22 and 23 | ||
| (viii) | Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts | Paragraph 13 | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs 2, 4, 6, 7, 8, 9, 10 and 24 | ||
| (x) | Limitation upon the liability of the Depositary | Paragraphs 7, 19, 20 and 25 | ||
| (3) | Fees and Charges | Paragraph 10 | ||
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
|---|---|---|---|---|
| (b) | Statement that Millea Holdings, Inc. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph 13 | ||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 22, 2005.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
By: | JPMORGAN CHASE BANK, N.A., as Depositary | ||
By: | /s/ JOSEPH M. LEINHAUSER | ||
| Name: | Joseph M. Leinhauser | ||
| Title: | Vice President | ||
Pursuant to the requirements of the Securities Act of 1933, Millea Holdings, Inc. 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, on February 22, 2005.
| MILLEA HOLDINGS, INC. | |||
By: | /s/ KATSUO HANDA | ||
| Name: | Katsuo Handa | ||
| Title: | Executive Vice President | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Katsuo Handa and Tetsuya Unno, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the 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 he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ TOMIO HIGUCHI Tomio Higuchi | Chairman and Representative Director | February 22, 2005 | ||
/s/ KUNIO ISHIHARA Kunio Ishihara | President and Representative Director — Principal Executive Officer | February 22, 2005 | ||
Katsuo Handa | Executive Vice President and Representative Director | , 2005 | ||
/s/ YASUO YAOITA Yasuo Yaoita | Managing Director (Representative Director) | February 22, 2005 | ||
/s/ TOMOHIRO KOTANI Tomohiro Kotani | Managing Director (Representative Director) — Principal Financial Officer and Principal Accounting Officer | February 22, 2005 | ||
/s/ SHOJI UENO Shoji Ueno | Director | February 22, 2005 | ||
/s/ YASUO TAGO Yasuo Tago | Director | February 22, 2005 | ||
Minoru Makihara | Director | , 2005 | ||
Masamitsu Sakurai | Director | , 2005 | ||
Haruo Shimada | Director | , 2005 | ||
/s/ TOSHIRO YAGI Toshiro Yagi | Director | February 22, 2005 | ||
/s/ SUKEAKI OHTA Sukeaki Ohta | Director | February 22, 2005 | ||
/s/ YOICHIRO IWAMA Yoichiro Iwama | Director | February 22, 2005 |
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized United States representative of Millea Holdings, Inc. has signed this Registration Statement or amendment thereto in the City of New York, on February 22, 2005.
| TOKIO MARINE MANAGEMENT, INC. | |||
By | /s/ HIROSHI NARIMATSU | ||
| Name: | Hiroshi Narimatsu | ||
| Title: | Director, Chairman & CEO | ||
| Exhibit Number | | |
|---|---|---|
(a) | Form of Amended and Restated Deposit Agreement. | |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
