As filed with the Securities and Exchange Commission on November 6, 2008
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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OSAKA GAS CO., LTD.
(Exact name of issuer of deposited securities as specified in its charter)
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 DEPARTMENT
388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Name, address, including zip code, and telephone number, including area code
of agent for service)
Copies to:
Walter G. Van Dorn, Jr., Esq.
Thacher Proffitt & Wood LLP
Two World Financial Center
New York, New York 10281
(212) 912-7400
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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Amount to Proposed Maximum Proposed Maximum
Title of Each Class of be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Unit* Price** Registration Fee
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American Depositary Shares each representing ten 50,000,000 $5.00 $2,500,000 $98.25
(10) shares of common stock of Osaka Gas Co., Ltd. ADSs
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* Each unit represents 100 American Depositary Shares.
** 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 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 of Depositary and address of its principal Face of Receipt - Introductory article
executive office
2. Title of Receipts and identity of deposited Face of Receipt - Top center
securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - Upper right corner
represented by one American Depositary
Share ("ADS")
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs 12, 14 and 17
deposited securities
(iii) The procedure for collecting and Face of Receipt - Paragraphs 4 and 8;
distributing dividends Reverse of Receipt - Paragraphs 13, 14 and 17
(iv) The procedure for transmitting notices, Reverse of Receipt - Paragraphs 11 and 12
reports and proxy soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs 13 and 14
(vi) The deposit or sale of securities Face of Receipt - Paragraphs 4 and 8;
resulting from dividends, splits or Reverse of Receipt - Paragraphs 13, 14, 16 and 17
plans of reorganization
(vii) Amendment, extension or termination of Reverse of Receipt - Paragraphs 18 and 19 (no
the deposit arrangements provision for extension)
(viii) The rights that holders of Receipts have Face of Receipt - Paragraph 3
to inspect the transfer books of the
Depositary and the list of Receipt
holders
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(ix) Any restrictions on the right to Face of Receipt - Paragraphs 2, 4, 5, and 6
transfer or withdraw the underlying
securities
(x) Any limitation on the Depositary's Face of Receipt - Paragraphs 1 and 8;
liability Reverse of Receipt - Paragraphs 12, 15 and 17
3. Fees and charges that a holder of Receipts may Reverse of Receipt - Paragraph 20
have to pay, either directly or indirectly
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 11
Based on the reasonable good faith belief of the Depositary, after
exercising reasonable diligence, the registrant represents that, as of the date
hereof, Osaka Gas Co., Ltd. (the "Company") publishes in English the information
contemplated in Rule 12g3-2(b) under the U.S. Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on its internet website or through an
electronic information delivery system generally available to the public in the
Company's primary trading market. As of the date hereof, the Company's internet
website is www.osakagas.co.jp/indexe.html. The information so published by the
Company cannot be retrieved from the Commission's internet website and cannot be
inspected or copied at the public reference facilities maintained by the
Commission.
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PROSPECTUS
IN ACCORDANCE WITH GENERAL INSTRUCTIONS III. B OF FORM F-6, THIS PAGE AND THE
FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED AS AN EXHIBIT TO THIS F-6
REGISTRATION STATEMENT CONSTITUTE THE PROSPECTUS RELATING TO THE AMERICAN
DEPOSITARY SHARES TO BE ISSUED PURSUANT TO THIS F-6 REGISTRATION STATEMENT.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) The agreement between Citibank, N.A., as depositary (the
"Depositary"), and all holders and beneficial owners from time to time of
American Depositary Shares registered hereunder. -- Filed herewith.
(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 Thacher Proffitt & Wood LLP, counsel for the
Depositary, as to the legality of the securities to be registered. - Filed
herewith.
(e) Certification under Rule 466. -- Filed herewith.
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 days before any change in the fee schedule.
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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 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 November 6, 2008.
Legal entity created by the agreement set forth
in the American Depositary Receipts evidencing
American Depositary Shares representing shares
of common stock of Osaka Gas Co., Ltd.
CITIBANK, N.A., as Depositary
By: /s/ Thomas Crane
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Name: Thomas Crane
Title: Vice President
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Index of Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of ADR
(d) Opinion of Counsel to the Depositary
(e) Rule 466 Undertaking