SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
Aeon Co. Ltd.
(Exact name of Issuer of deposited securities as specified in its charter)
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, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal
offices)
JPMorgan Chase Bank, N.A.
ADR Department
4 New York Plaza, 13th Floor
New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of agent for service)
Copy 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
- -------------------------------------------------------------------------------------------------------------
Proposed
Amount Maximum
to Proposed Maximum Aggregate Amount of
Title of Each Class of be Offering Offering Registration
Securities to be Registered Registered Price Per Unit (1) Price (2) Fee
- -------------------------------------------------------------------------------------------------------------
American Depositary Shares evidenced by American
Depositary Receipts, each American Depositary
Share representing one share of common stock of
Aeon Co. Ltd. 20,000,000 $0.05 $1,000,000 $107
- -------------------------------------------------------------------------------------------------------------
(1) Each unit represents one American Depositary Share.
(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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
- ----------------------- ------------------------------------
(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top
identity of deposited securities center
Terms of Deposit:
(i) Amount of deposited securities represented Face of American Depositary Receipt, upper
by one unit of American Depositary Shares right corner
(ii) Procedure for voting, if any, the deposited Articles (12) and (14)
securities
(iii) Collection and distribution of dividends Article (13)
(iv) Transmission of notices, reports and proxy Articles (11) and (12)
soliciting material
(v) Sale or exercise of rights Articles (13) and (14)
(vi) Deposit or sale of securities resulting from Articles (13) and (16)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Articles (18) and (19)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Article (3)
transfer books of the Depositary and the list
of Holders of receipts
(ix) Restrictions upon the right to deposit or Articles (1), (2), (4), (6), (15), (16)
and withdraw the underlying securities and (17)
(x) Limitation upon the liability of the Introductory paragraph and Articles (1),
Depositary (2), (4), (7), (16)
(3) Fees and Charges Article (20)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
- ------------------------ ---------------------------------------
(a) Statement that the issuer of the deposited Article (11)
securities specified above furnishes the
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 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.
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Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT
(A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN
ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND
EXCHANGE COMMISSION
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy of Agreement - The Agreement between JPMorgan Chase Bank, N.A.,
as depositary (the "Depositary"), and all holders from time to time of American
Depositary Receipts evidencing American Depositary Shares registered hereunder
is contained in the form of the American Depositary Receipt itself, constituting
the Prospectus filed as a part of this Registration Statement. Filed herewith as
exhibit (a).
(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. Filed
herewith as exhibit (d).
(e) Certification under Rule 466. Filed herewith as exhibit (e).
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
Receipts, 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 amount of fees charged is 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 a Receipt 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, N.A., on behalf of the legal entity created by the
agreement for the issuance of American Depositary Shares, 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 February 20, 2006.
Legal entity created by the agreement for the
issuance of American Depositary Receipts
evidencing American Depositary Shares for shares
of common stock of Aeon Co. Ltd.
JPMORGAN CHASE BANK, N.A., as Depositary
By: /s/Joseph M. Leinhauser
------------------------
Name: Joseph M. Leinhauser
Title: Vice President
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INDEX TO EXHIBITS
Exhibit
Number
(a) Form of ADR
(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