Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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BAE SYSTEMS plc
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
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England and Wales
(Jurisdiction of Incorporation or organization of Issuer)
----------------------
JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York, New York 10081
Tel. No.: (212) 552-4944
(Address, including zip code, and telephone number of depositary's
principal offices)
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BAE SYSTEMS North America, Inc.
1601 Research Blvd.
Rockville, MA 20850
(301) 838-6000
(Address, including zip code, and telephone number of agent for
service)
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Copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue
New York, New York 10022
212-319-7600
[X] immediately upon filing [ ] on [date] at [time]
If a separate registration statement has been filed to register the deposited
shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Each Class of Amount Price Per Unit Offering Amount of
Securities to be Registered to be Registered (1) Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------
American Depositary Shares
evidenced by American
Depositary Receipts, each
American Depositary Share
representing four (4)
ordinary shares of BAE
SYSTEMS plc 50,000,000 $5.00 $2,500,000 $203
================================================================================================
(1) Each unit represents 100 American Depositary Shares.
(2) 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 such
Receipts evidencing such American Depositary Shares.
This Registration Statement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.
2
The Prospectus consists of the form of American Depositary Receipt
("ADR") included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(a) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- -------------------
1. Name of depositary and Face, introductory paragraph and
address of its principal final sentence on face.
executive office
2. Title of ADR and identity Face, top center and introductory
of deposited securities paragraph
Terms of Deposit
(i) The amount of deposited Face, upper right corner and introductory
securities represented by paragraph
one unit of ADRs
(ii) The procedure for voting, Reverse, paragraph (12)
if any, the deposited
securities
(iii) The collection and Face, paragraphs (4), (5) and (7); Reverse,
distribution of dividends paragraph (10)
(iv) The transmission of Face, paragraphs (3) and (8); Reverse
notices, reports and paragraph (12)
proxy soliciting material
(v) The sale or exercise of Face, paragraphs (4) and (5); Reverse,
rights paragraph (10)
(vi) The deposit or sale of Face, paragraphs (4) and (5); Reverse
securities resulting from paragraphs (10) and (13)
dividends, splits or plans
of reorganization
(vii) Amendment, extension or Reverse, paragraphs (16) and (17) (no
termination of the deposit (no provision for extension)
agreement
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Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- -------------------
(viii)Rights of holders of ADRs Face, paragraph (3)
to inspect the transfer books
of the Depositary and the
lists of holders of ADRs
(ix) Restrictions upon the right Face, paragraphs (1), (2), (4) and (5)
to deposit or withdraw the
underlying securities
(x) Limitation upon the liability Reverse, paragraph (14)
of the Depositary and/or the
Company
3. Description of all fees and Face, paragraph (7)
charges which may be imposed
directly or indirectly against
the holders of ADRs
Item 2. AVAILABLE INFORMATION
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- -------------------
2(a) Statement that the foreign issuer Face, paragraph (8)
furnishes the Securities and Exchange
Commission with certain public reports
and documents required by foreign law or
otherwise under Rule 12g3-2(b) under the
Securities Exchange Act of 1934, as
amended
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Amended and Restated Deposit Agreement dated as of May ,
2003 among BAE SYSTEMS plc (fka British Aerospace Public Limited Company),
JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of New York), as
depositary (the "Depositary"), and all holders from time to time of ADRs issued
thereunder (the "Deposit Agreement").
(b) Any other agreement, to which the Depositary is a party, relating
to the issuance of the Depositary Shares registered hereby or custody of the
deposited securities represented thereby. - None.
(c) Any material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect at any time
within the last three years. - None.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities to be registered.
(e) Certification under Rule 466.
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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, JPMorgan Chase Bank, on behalf of the legal entity created by the
Deposit Agreement, certifies that it has reasonable grounds to believe that all
of 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 May 1, 2003.
Legal entity created by the form of Deposit
Agreement for the issuance of ADRs evidencing
American Depositary Shares
By: JPMORGAN CHASE BANK, in its capacity as
Depositary
By: /s/Jordana Chutter
------------------------------------------
Name: Jordana Chutter
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BAE
SYSTEMS plc 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 May 1, 2003.
BAE SYSTEMS plc
By: /s/Michael Turner
------------------------------------------
Name: Michael Turner
Title: Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sir Richard Evans, Michael Turner,
Christopher Geoghegan, Steven Mogford, Mark Ronald, George Rose and Michael
Lester, and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, with the power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments, including post-effective amendments,
and supplements to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents and each of them, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 1, 2003.
Name Title
---- -----
/s/Sir Richard Evans Chairman and Director
- --------------------------------------
Sir Richard Evans
/s/Michael Turner Chief Executive Officer and Director
- --------------------------------------
Michael Turner
/s/Christopher Geoghegan Chief Operating Officer and Director
- --------------------------------------
Christopher Geoghegan
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/s/Mark Ronald Chief Operating Officer and Director
- --------------------------------------
Mark Ronald
/s/Steven Mogford Chief Operating Officer and Director
- --------------------------------------
Steven Mogford
/s/George Rose Group Finance Director
- --------------------------------------
George Rose
/s/Michael Lester Group Legal Director
- --------------------------------------
Michael Lester
/s/Sir Robin Biggam Director
- --------------------------------------
Sir Robin Biggam
Director
- --------------------------------------
Professor Susan Birley
Director
- --------------------------------------
Keith Brown
Director
- --------------------------------------
Dr. Ulrich Cartellieri
Director
- --------------------------------------
Rt. Hon Lord Hesketh
Director
- --------------------------------------
Sir Peter Mason
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Director
- --------------------------------------
Rt. Hon Michael Portillo
Director
- --------------------------------------
Paolo Scaroni
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United
States of BAE SYSTEMS plc., has signed this Registration Statement on Form F-6
in the City of New York, State of New York on May 1, 2003.
DEPOSITARY MANAGEMENT CORP.
By: /s/Scott A. Ziegler
- -------------------------------------
Name: Scott A. Ziegler
Title: Authorized Officer
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
- ------- -------------
(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.
(e) Rule 466 Certification
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