333-11276
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
Aker Kvaerner ASA
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
The Kingdom of Norway
(Jurisdiction of Incorporation or organization of Issuer)
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JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of
depositary's principal offices)
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Nick P. Horoszko
Aker Kvaerner ASA Group Treasury
455 Racetrack Road
Washington, PA 15301
(724) 225-6690
(Address, including zip code, and telephone number of agent for service)
With copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
It is proposed that this filing become effective under Rule 466
[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
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Proposed Maximum Proposed 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 one-fortieth
of one ordinary share of Aker Kvaerner ASA n/a n/a n/a n/a
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(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.
The Prospectus consists of the form of American Depositary Receipt ("ADR")
included as Exhibit A to the form of Amendment No. 1 to Deposit Agreement filed
as Exhibit (a)(2) 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
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1. Name of depositary and Face, introductory paragraph and final
address of its principal 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);
distribution of dividends Reverse, 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);
rights Reverse, 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)
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
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(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),
to deposit or withdraw the (4) and (5)
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
and Caption Herewith as Prospectus
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2(a) Statement that the foreign issuer furnishes Face, paragraph (8)
reports under Rule 12g3-2(b) under the
Securities Exchange Act of 1934
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Amended and Restated Deposit Agreement dated as of January 21, 2000
among Aker Kvaerner ASA (fka Kvaerner ASA), 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").*
(a)(2) Form of Amendment No. 1 to 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 counsel to the Depositary, as to the legality of the
securities to be registered.*
(e) Certification under Rule 466.
*Previously filed
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
Post-Effective Amendment to Registration Statement on Form F-6 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, 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/Joseph M. Leinhauser
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Name: Joseph M. Leinhauser
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Aker Kvaerner
ASA 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 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized on December 15, 2003.
Aker Kvaerner ASA
By: /s/Mr. Helge Lund
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Name: Mr. Helge Lund
Title: Group President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement on Form F-6 has been signed
by the following persons in the capacities indicated on December 15, 2003.
Name Title
- ---- -----
/s/Helge Lund Group President and
- --------------------------------- Chief Executive Officer
Helge Lund
/s/Trond Westlie Chief Financial Officer
- ---------------------------------
Trond Westlie
/s/Kjell Inge Rokke Director
- ---------------------------------
Kjell Inge Rokke
/s/Reidar Lund Director
- ---------------------------------
Reidar Lund
/s/ Yngve Hagensen Director
- ---------------------------------
Yngve Hagensen
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/s/Bjorn Flatgard Director
- ---------------------------------
Bjorn Flatgard
/s/ Lone Fonss Schroder Director
- ---------------------------------
Lone Fonss Schroder
/s/Leif-Arne Langoy Director
- ---------------------------------
Leif-Arne Langoy
/s/Eldar Myhre Director
- ---------------------------------
Eldar Myhre
/s/Bernt Harald Kilnes Director
- ---------------------------------
Bernt Harald Kilnes
/s/Atle Tranoy Director
- ---------------------------------
Atle Tranoy
/s/Nick Horoszko Authorized Representative
- --------------------------------- in the United States
Nick Horoszko
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a)(2) Form of Amendment to Deposit Agreement.
(e) Rule 466 Certification
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