As filed with the Securities and Exchange Commission on December 15, 2006
333-139305
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
AEON CO., LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
JAPAN
(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
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
_______________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 2-99345).
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit 1 to this Post Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 7 and 12 |
(iii) The collection and distribution of dividends | Articles number 8 and 13 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 7 |
(v) The sale or exercise of rights | Articles number 4 and 8 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 8 and 11 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 13 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 2 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 1, 3, 11, 15, and 16 |
(x) Limitation upon the liability of the depositary | Articles number 4, 5, 10 and 12 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 7 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
1.
Form of Deposit Agreement - The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of Receipt itself. – Previously Filed.
4.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
5.
Certification under Rule 466. – Not applicable.
Item - 4.
Undertakings
Previously Filed.
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 Post Effective Amendment No. 1 to the 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 December 15, 2006.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Common Stock, Par Value of 50 Yen each, of AEON CO., LTD.
By:
The Bank of New York,
As Depositary
By:/s/ Donald P. Glock
Name: Donald P. Glock
Title: Vice President
INDEX TO EXHIBITS
Exhibit | Exhibit | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |
