As filed with the Securities and Exchange Commission on November 29, 2007
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
NIPPON STEEL CORP.
(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)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of Depositary's principal executive offices)
Citibank, N.A.
Depositary Receipts Services
388 Greenwich Street - 14th Floor
New York, NY 10013
212-816-6690
(Name, address, including zip code, and telephone number, including area code
of agent for service)
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Copies to:
Patricia Brigantic, Esq.
Citibank, N.A.
388 Greenwich Street, 17th Floor
New York, New York 10013
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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 Amount of
Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration
Securities to be Registered Registered Price Per Unit(1) Offering Price(2) Fee
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American Depositary Shares ("ADSs") evidenced
by American Depositary Receipts ("ADRs"),
each ADS representing ten (10) shares of
common stock of Nippon Steel Corp. 50,000,000 $5.00 $2,500,000.00 $76.75
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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 ADRs evidencing such American Depositary Shares.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name and address of depositary Face of Receipt - Introductory Paragraph
2. Title of American Depositary Receipts and Face of Receipt - Top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented Face of Receipt - Upper right corner
by one American Depositary Share
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs 12 and 14
securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph 13
(iv) The transmission of notices, reports and proxy Reverse of Receipt - Paragraphs 11 and 12
soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs 13 and 14
(vi) The deposit or sale of securities resulting from Reverse of Receipt - Paragraphs 13 and 16
dividends, splits or plans of reorganization
II-2
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(vii) Amendment, extension or termination of the Reverse of Receipt - Paragraphs 18 and 19
deposit agreement (no provision for extension)
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph 3
transfer books of the Depositary and the
list of holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs 1, 2, 4 and 6;
withdraw the underlying securities Reverse of Receipt - Paragraphs 15, 16 and 17
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraphs 1, 2, 4 and 7;
Reverse of Receipt - Paragraphs 16 and 17
3. Fees and charges which may be imposed Reverse of Receipt - Paragraph 20
directly or indirectly on holders of
Receipts
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 11
As set forth in Paragraph 11 of the Form of Receipt constituting the
Prospectus attached hereto as Exhibit (a), Nippon Steel Corp. furnishes the
United States Securities and Exchange Commission (the "Commission") with certain
public reports and documents required by foreign law or otherwise in accordance
with Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended. These
public reports and documents can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at 100 F
Street, Room 1580, N.E., Washington, D.C. 20549.
II-3
PROSPECTUS
THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AND FILED AS
EXHIBIT (A) TO THIS REGISTRATION STATEMENT IN ACCORDANCE WITH GENERAL
INSTRUCTION III.B OF FORM F-6 CONSTITUTES THE PROSPECTUS RELATING TO THE
AMERICAN DEPOSITARY RECEIPTS AND IS INCORPORATED HEREIN BY REFERENCE.
II-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement. - The agreement between CITIBANK,
N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners
from time to time of American Depositary Receipts evidencing American Depositary
Shares registered hereunder is contained in the form of the American Depositary
Receipt filed as Exhibit (a) to this Registration Statement.
(b) Any other agreement to which the Depositary is a party relating
to the issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities. - None.
(c) Every 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. - 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) 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 (30) days before any change in the fee schedule.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
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 the 29th day of November, 2007.
Legal entity created by the form of
agreement contained in the American
Depositary Receipts evidencing American
Depositary Shares, each American Depositary
Share representing ten (10) shares of common
stock of Nippon Steel Corp.
CITIBANK, N.A., as Depositary
By: /s/ Thomas Crane
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Name: Thomas Crane
Title: Vice President
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of
American Depositary
Receipt
(d) Opinion of
Counsel to the
Depositary
(e) Certification under
Rule 466