As filed with the Securities and Exchange Commission on
December 13, 2002 Registration No. 333-101493
=============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
JAPAN AIRLINES SYSTEM CORPORATION
(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)
111 Wall Street
New York, New York 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area code,
of Depositary's principal executive offices)
Kurt R. Schneiber, Vice President
Citibank, N.A.
111 Wall Street
New York, NY 100043
212-657-5100
(Name, address, including zip code, and telephone number, including
area code of agent for service)
________________________________
Copies to:
Frettra M. Miller, Esq.
Citibank, N.A.
111 Wall Street 15th Floor Zone 9
New York, New York 10043
__________________________________________________
It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box |_|.
The Registrant hereby amends this Post-Effective Amendment No. 1 to
Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which
specifically states that this Post-Effective Amendment No. 1 to Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Post-Effective Amendment
No. 1 to Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
American Depositary Shares
for Common Stock,
without par value,
of
Japan Airlines System Corporation
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
- ----------------------- ------------------------------
1. Name and address of Face of Receipt - Introductory
---------------
depositary Paragraph
2. Title of American Depositary Face of Receipt - Top center
Receipts and identity of ---------------
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt - Upper right
---------------
Securities represented corner
by one American Depositary
Share
(ii) The procedure for voting, Reverse of Receipt - Paragraphs
------------------
if any, the deposited 12, 14 and 17
securities
(iii)The collection and Face of Receipt - Paragraphs 4
---------------
distribution of dividends and 8;
Reverse of Receipt - Paragraph
------------------
13, 14 and 17
(iv) The transmission of Reverse of Receipt - Paragraphs
------------------
notices, reports and 11 and 12
proxy soliciting material
(v) The sale or exercise of Reverse of Receipt - Paragraphs
------------------
rights 13 and 14
(vi) The deposit or sale of Face of Receipt - Paragraph 4;
---------------
securities resulting from Reverse of Receipt - Paragraphs
------------------
dividends, splits or plans 13, 14 and 16
of reorganization
(vii)Amendment, extension or Reverse of Receipt - Paragraphs
------------------
termination of the 18 and 19
deposit agreement (no provision for extension)
(viii)Rights of holders of Face of Receipt - Paragraph 3
---------------
Receipts to inspect the
transfer books of the
Depositary and the list of
holders of Receipts
(ix) Restrictions upon the Face of Receipt - Paragraphs 2,
---------------
right to deposit or 4, 5 and 6
withdraw the underlying
securities
(x) Limitation upon the Face of Receipt - Paragraphs 1,
---------------
liability of the 7 and 8;
Depositary Reverse of Receipt - Paragraphs
------------------
12, 15 and 17
3. Fees and charges which may Reverse of Receipt - Paragraph
------------------
be imposed directly or 20
indirectly on holders of
Receipts
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph
------------------
11
2(a) As set forth in Paragraph 11 of the Form of Receipt constituting the
prospectus included herein, Japan Airlines System Corporation furnishes the
Securities and Exchange Commission (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, as amended. These public reports and
documents can be inspected by holders of Receipts and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, NW, Washington, D.C. 20549 and at the principal executive
office of the Depositary.
PROSPECTUS
This page and the attached American Depositary Receipt constitute the
Prospectus relating to such American Depositary Receipts, in accordance with
General Instructions III. B of Form F-6 of the Securities and Exchange
Commission.
NUMBER In accordance with the Japanese AMERICAN DEPOSITARY
Commercial Code effective October SHARES
1, 1982, the Depositary Shares
represented by this receipt may CUSIP #471040105
only be presented for cancellation
and release of the relative Each American Depositary
underlying shares in multiples of Share represents five (5)
1,000 Depositary Shares. shares of common stock of
the Company
SUBSCRIPTION RIGHTS: Under current
Japanese practice offerings of
rights to subscribe to additional
underlying securities are sometimes
made, and in varying amounts,
with a subscription price sometimes
below the current market price of
the security. In the absence of
registration under the United
States Securities Act of 1933 of
such rights the Depositary intends
to endeavor to dispose of the
rights for the benefit of the
holders of Receipts as provided in
paragraph 14 hereof. Any disposal
rights may substantially dilute the
equity of holders of Receipt. The
issuer of the Common Stock
represented by this Receipt has in
the past made such rights
offerings. Details with respect
thereto may be obtained from the
Depositary.
AMERICAN DEPOSITARY RECEIPT
EVIDENCING AMERICAN DEPOSITARY SHARES
REPRESENTING Shares OF COMMON STOCK,
WITHOUT Par VALUE,
OF
JAPAN AIRLINES SYSTEM CORPORATION
(Incorporated under the laws of Japan hereinafter the "Company")
CITIBANK, N.A., AS DEPOSITARY (HEREINAFTER THE "DEPOSITARY"), HEREBY CERTIFIES
THAT (i) THERE HAVE BEEN DEPOSITED WITH THE DEPOSITARY OR ITS AGENT, NOMINEE,
CUSTODIAN OR CORRESPONDENT, THE SECURITIES DESCRIBED ABOVE OR EVIDENCE OF THE
RIGHT TO RECEIVE SUCH SECURITIES, (ii) AT THE DATE HEREOF EACH AMERICAN
DEPOSITARY SHARE EVIDENCED BY THIS RECEIPT REPRESENTS THE AMOUNT OF SUCH
SECURITIES SHOWN ABOVE DEPOSITED OR DEEMED TO BE DEPOSITED HEREUNDER AS PROVIDED
IN CLAUSE (i) ABOVE OR PARAGRAPH 7 OF THIS RECEIPT, (iii) FROM TIME TO TIME
HEREAFTER, EACH AMERICAN DEPOSITARY SHARE EVIDENCED BY THIS RECEIPT SHALL
REPRESENT SUCH NUMBER OF SECURITIES, CASH AND/OR OTHER PROPERTY HELD BY, OR ON
BEHALF OF, THE DEPOSITARY IN PLACE OR IN ADDITION THEREOF (COLLECTIVELY, THE
"DEPOSITED SECURITIES"), AND (iv) ___________________________________________
________________________________________________________________________________
_________________ IS THE HOLDER OF AMERICAN DEPOSITARY SHARES _________________
________________________________________________________________________________
EVIDENCED BY THIS RECEIPT AND, EXCEPT AS OTHERWISE HEREIN EXPRESSLY PROVIDED, IS
ENTITLED, UPON SURRENDER AT THE CORPORATE AGENCY OFFICE OF THE DEPOSITARY
LOCATED AT 111 WALL STREET, NEW YORK, NY 10043, OF THIS RECEIPT DULY ENDORSED
FOR TRANSFER, UPON PAYMENT OF THE CHARGES AS PROVIDED ON THE REVERSE OF THIS
RECEIPT AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, AT THE HOLDER'S
OPTION (1) TO DELIVERY AT THE OFFICE OF THE AGENT, NOMINEE, CUSTODIAN OR
CORRESPONDENT OF THE DEPOSITARY, TO A PERSON SPECIFIED BY THE HOLDER, OF THE
AMOUNT OF DEPOSITED SECURITIES REPRESENTED HEREBY OR EVIDENCE OF THE RIGHT TO
RECEIVE THE SAME, OR (2) TO HAVE SUCH DEPOSITED SECURITIES FORWARDED TO THE
HOLDER AND AT THE HOLDER'S COST AND RISK AT THE CORPORATE AGENCY OFFICE OF THE
DEPOSITARY.
THE TERM "BENEFICIAL OWNER" SHALL MEAN ANY PERSON WHO HAS A BENEFICIAL INTEREST
IN ANY AMERICAN DEPOSITARY SHARE EVIDENCED BY THIS RECEIPT.
THE TERM "HOLDER" SHALL MEAN THE PERSON OR PERSONS IN WHOSE NAME THIS RECEIPT IS
REGISTERED ON THE BOOKS OF THE DEPOSITARY FROM TIME TO TIME.
THE TERM "SECURITIES ACT" SHALL MEAN THE U.S. SECURITIES ACT OF 1933, AS AMENDED
FROM TIME TO TIME.
THE TERM "SHARES" SHALL MEAN THE SHARES OF THE COMPANY IDENTIFIED ABOVE,
HERETOFORE VALIDLY ISSUED AND OUTSTANDING AND FULLY PAID, NON-ASSESSABLE AND
FREE OF ANY PRE-EMPTIVE RIGHTS OF THE HOLDERS OF OUTSTANDING SHARES OR HEREAFTER
VALIDLY ISSUED AND OUTSTANDING AND FULLY PAID, NON-ASSESSABLE AND FREE OF ANY
PRE-EMPTIVE RIGHTS OF HOLDERS OF OUTSTANDING SHARES OR INTERIM CERTIFICATES
REPRESENTING SUCH SHARES.
1. RECEIPTS. This Receipt is one of a continuing issue of Receipts, all
evidencing rights of like tenor with respect to the Deposited Securities, and
all issued or to be issued upon the terms and conditions herein provided, which
shall govern the continuing arrangement by the Depositary with respect to
initial deposits as well as the rights of Holders and Beneficial Owners of
Receipts subsequent to such deposits. The legal entity resulting from the
agreement herein provided for is deemed to be the issuer of the Receipts. The
Depositary will not knowingly accept for deposit any Shares required to be
registered under the Securities Act unless a registration statement is in effect
as to such Shares. The Depositary assumes no liability with respect to the
validity, worth, susceptibility to assessments or freedom from preemptive rights
of the Deposited Securities.
2. WITHDRAWAL OF DEPOSITED SECURITIES. The surrender of outstanding
Receipts and withdrawal of Deposited Securities may only be suspended for (i)
temporary delays caused by the closing of the transfer books of the Depositary
or the Company or the deposit of Shares in connection with voting at a
shareholders' meeting, or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, (iii) compliance with any laws or governmental
regulations relating to the Receipts or to the withdrawal of Deposited
Securities, or (iv) any other reason that may at any time be specified in
paragraph I(A)(1) of the General Instructions to Form F-6, as from time to time
in effect, or any successor provisions thereto.
3. TRANSFER OF RECEIPTS. Until surrender of this Receipt in accordance with
the terms hereof, the Depositary will maintain at a designated office in the
Borough of Manhattan, The City of New York, (a) a register for the registration
of Receipts and transfers of Receipts and where the Holders of Receipts may
during regular business hours inspect the transfer books or the list of Holders
of Receipts as maintained by the Depositary. The transfer of this Receipt is
registrable on the transfer books of the Depositary at its Corporate Agency
Office by the registered Holder hereof in person or by the duly authorized
attorney of the Holder, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments of transfer and payment of funds
sufficient to pay any applicable taxes, governmental charges, and the fees and
expenses of the Depositary and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose. This Receipt may be split into
other such Receipts, or may be combined with other such Receipts into one
Receipt, representing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered. Upon such split or combination not
involving a transfer, a charge will be made as provided herein. The Depositary
may close the transfer books at any time or from time to time when deemed
expedient by it in connection with the performance of its duties hereunder,
subject to the provisions to paragraph 2 hereof.
4. PROOF OF CITIZENSHIP. The Depositary may require any Holder, Beneficial
Owner, or person presenting securities for deposit against the issuance of
Receipts, from time to time, to file such proof of citizenship or residence and
to furnish such other information, by affidavit or otherwise, and to execute
such certificates and other instruments as may be necessary or proper to comply
with any laws or regulations relating to the issuance or transfer of Receipts,
the receipt or distribution of dividends or other property, or the taxation
thereof or of Receipts or Deposited Securities, and the Depositary may withhold
the issuance or registration of transfer of any Receipt or payment of such
dividends or delivery of such property from any Holder, Beneficial Owner or
other person, as the case may be, who shall fail to file such proofs,
certificates or other instruments.
5. TRANSFERABILITY AND RECORD OWNERSHIP OF RECEIPTS. It is a condition of
this Receipt, and every successive Holder and Beneficial Owner of the Receipt by
accepting or holding the same consents and agrees, that title to this Receipt,
when properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that prior to the due presentation of the Receipt
for registration of transfer as above provided, and subject to paragraph 14
hereof, the Depositary, notwithstanding any notice to the contrary, may treat
the person in whose name this Receipt is registered on the books of the
Depositary as the absolute owner hereof for the purpose of determining the
person entitled to distribution of dividends or other distribution or to any
notice pursuant to the terms hereof, and for all other purposes.
6. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF
RECEIPTS. Subject to the provisions of paragraph 2 hereof, the delivery of
Receipts against deposits of Shares generally or against deposits of particular
Shares may be suspended, or the registration of transfer of Receipts in
particular instances may be refused, or registration of transfer of outstanding
Receipts or the combination or split-up of Receipts generally may be suspended,
during any period when the transfer books of the Depositary are closed, or if
any such action is deemed necessary or advisable by the Depositary at any time
or from time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Receipt, or for
any other reason.
7. PRE-RELEASE OF RECEIPTS. Notwithstanding any other provision of this
Receipt, the Depositary may execute and deliver Receipts prior to the receipt of
Shares and may deliver Deposited Securities upon the receipt and cancellation of
Receipts (which may have been pre-released), whether or not such cancellation is
prior to the termination of such pre-release or the Depositary knows that such
Receipt has been pre-released (each such transaction, a "Pre-Release"). The
Depositary may receive Receipts issued by the Depositary in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom the Receipts are
to be delivered that such person, or its customer, owns the Shares or Receipts
to be delivered in satisfaction of a Pre-Release, as the case may be, (b) at all
times fully collateralized with cash or such other collateral as the Depositary
deems appropriate, (c) terminable by the Depositary on not more than five (5)
business days' notice and (d) subject to such further indemnities and credit
regulations as the Depositary deems appropriate. The number of American
Depositary Shares which is outstanding at any time as a result of Pre-Releases
will not normally exceed thirty percent (30%) of the Shares deposited in
accordance with the terms of Receipts; provided, however, that the Depositary
reserves the right to change or disregard such limit from time to time as it
deems appropriate. The Depositary may retain for its own account any
compensation earned or received by it in connection with the foregoing.
8. LIABILITY OF HOLDER AND BENEFICIAL OWNERS FOR TAXES. The Depositary
shall not be liable for any governmental taxes, assessments or charges or
corporate assessment or charges which may become payable in respect of the
Deposited Securities, but a ratable part of any and all of the same, whether
such tax, assessment or charge becomes payable by reason of any present or
future law, statute, charter provision, by-law, regulation or otherwise, shall
be payable by the Holder and Beneficial Owners hereof to the Depositary at any
time upon request. Upon the failure of the Holder of this Receipt to pay any
such amount, the Depositary may withhold dividends and other distributions and
may sell for account of such Holder of the Deposited Securities equal to all or
any part of the amount represented by this Receipt, and may apply to proceeds in
payment of such obligations, the Holder and Beneficial Owners hereof remaining
liable for any deficiency.
9. REPRESENTATIONS AND WARRANTIES. Every person presenting Shares for
deposit shall be deemed thereby to represent and warrant that such Shares, and
each certificate therefor, are validly issued, fully paid, non-assessable and
free of any pre-emptive rights and that the person making such deposit is duly
authorized to do so. Each such person shall also be deemed to represent that the
Shares would not be required to be registered under the Securities Act in
connection with the offer or sale thereof in the United States. Such
representations and warranties shall survive the deposit of such securities and
issuance of Receipts. If any such representations or warranties are false in any
way, the Depositary shall be authorized, at the cost and expense of the person
depositing Shares, to take any and all actions necessary to correct the
consequences thereof, including, without limitation, to cancel the Receipts
issued by the Depositary in respect of such Shares.
10. FURTHER CONDITIONS. This Receipt is issued subject, and all rights of
the Holders and Beneficial Owners hereof are expressly subject, to the terms and
conditions set forth on the face and the reverse of this Receipt, all of which
form a part of the contract contained in this Receipt and to all of which the
Holders and Beneficial Owners hereof by accepting this Receipt consent and
agree.
Countersigned: Citibank, N.A.,
as Depositary
Authorized Officer Vice President
Date:
Reverse of Receipt
------------------
11. AVAILABLE INFORMATION. The Company currently furnishes the Securities
and Exchange Commission (the "Commission") with certain public reports and
documents required by foreign law or otherwise consistent with Rule 12g3-2(b) of
the Securities Exchange Act of 1934, as amended. These reports and documents can
be inspected by holders of Receipts and copied at public reference facilities
maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, NW in
Washington D.C., 20549.
12. NOTICES; VOTING RIGHTS. The Depositary shall be under no obligation to
give notice to the Holder or any Beneficial Owner of this Receipt of any meeting
of shareholders or of any report of or communication from the Company or of any
other matter concerning the affairs of the Company, except as herein expressly
provided. The Depositary undertakes to make available for inspection by Holders
of the Receipts at its principal office any reports and communications received
by the Depositary or any agent, nominee, custodian or correspondent of the
Depositary from the Company which were both (a) received by the Depositary as
the holder of the Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company. Such reports and
communications will be available in the language in which they were received by
the Depositary from the Company except to the extent, if any, that the
Depositary in its sole discretion elects both (i) to translate into English any
of such reports or communications that were not in English when received by the
Depositary and (ii) to make any such translation available for such inspection
by Holders of the Receipt. The Depositary has no obligation of any kind to
translate any of such reports or communications or to make any such translation
available for inspection. The Depositary shall not incur any liability to any
Holder or Beneficial Owner by reason of any such translation provided by the
Depositary, whether or not such translation was prepared by the Depositary.
Upon the written request of a Holder and the payment to it of any expenses
involved, the Depositary will endeavor insofar as practicable to exercise any
then existing voting rights with respect to an amount of the Deposited
Securities represented hereby in accordance with such request.
13. DISTRIBUTIONS. Until the termination of the agreement evidenced by this
Receipt in accordance with the terms hereof, the Depositary shall distribute or
otherwise make available to the Holder hereof, at a time and in such a manner as
it shall determine, any distributions of cash and securities, subscription or
other rights, and any other distribution with respect to the Deposited
Securities represented by the American Depositary Shares evidenced by this
Receipt, after deduction, or upon payment, of the fees and expenses of the
Depositary described in paragraph 20 below, and the withholding of any taxes in
respect thereof; provided, however, that the Depositary shall not make any
distribution which in the opinion of counsel may violate the Securities Act or
any other applicable law. In such case, the Depositary may sell such
subscription or other rights, securities or other property. In the event that
the Depositary elects not to make any such distribution it will notify the
Holders of the disposition thereof and proceeds of such sale. Any dividend or
other distribution received by the Depositary in cash in a currency other than
U.S. dollars shall, subject to the provisions of the following paragraph, be
converted into U.S. dollars and distributed as herein provided in U.S. dollars.
In lieu of distributing fractional shares, the Depositary may, in its
discretion, sell the amount of securities or property equal to the aggregate of
any fractional shares. The Depositary shall have discretion as to the procedure
to be followed in making subscription or other rights available to any Holder or
in disposing of such rights on behalf of any Holder and making the net proceeds
available to such Holder, provided that if by the terms of such rights offering
or for any other reason it would be unlawful for the Depositary either to make
such rights available to any Holder or dispose of such rights and make the net
proceeds from the sale of such rights available to any Holder, then the
Depositary may allow such rights to lapse. Sales of subscription or other
rights, securities or other property by the Depositary may be made at such time
and in such manner as the Depositary may deem advisable, and in such case, the
Depositary shall distribute to the Holder hereof the net proceeds after
deduction of its fees and expenses described in paragraph 20 below and the
withholding of taxes and governmental charges in respect thereof.
If the Depositary shall determine in its sole judgment that any cash
distribution is not convertible in its entirety, or with respect to the Holders
of a portion of the Receipts, on a practicable basis into U.S. dollars available
to it in the City of New York, or if any required approval or license of any
government or agency for such conversion is denied, or is not obtainable within
a reasonable period, the Depositary may in its discretion make such conversion
and distribution in U.S. dollars to the extent possible to the Holders entitled
thereto, at such time and rates of conversion as the Depositary shall deem
appropriate, and shall with respect to any such currency not converted or
convertible either (i) distribute such currency to the Holders entitled thereto
or (ii) hold such currency for the respective accounts of such Holders and
distribute appropriate warrants or other instruments evidencing rights to
receive such foreign currency.
14. RECORD DATES. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued, with respect to Deposited Securities, or
whenever the Depositary shall receive notice of any meeting of Holders of Shares
or other Deposited Securities, or whenever it is necessary in the opinion of the
Depositary to determine the Holders of Receipts, the Depositary will fix a
record date for the determination of the Holders generally or the Holders of
Receipts who shall be entitled to receive such dividend, distribution or rights,
or the net proceeds of the sale thereof, or to give instructions for the
exercise of voting rights at any such meeting. Surrender of this Receipt for
registration of transfer subsequent to any such record date and prior to the
date of payment, distribution or meeting shall not affect the right of the
Holder hereof on such record date to receive such payment or distribution or to
direct the manner of voting the Deposited Securities represented hereby.
15. FORWARDING AND DELIVERY OF DEPOSITED SECURITIES. At any time the
Depositary may, in its sole discretion, cause any or all Deposited Securities to
be forwarded at the cost and risk of the Holders of the Receipts to the
Corporate Agency Office of the Depositary or to the agent, nominee, custodian or
correspondent of the Depositary, to be held by the Depositary or such agent,
nominee, custodian or correspondent, in which case the Holder hereof shall have,
in lieu of the options set forth in clauses (1) and (2) of the first paragraph
on the face hereof, the right only to (i) receive at the Corporate Agency Office
of the Depositary or the office of such agent, nominee, custodian or
correspondent, or (ii) to have forwarded, at the cost and risk of such Holder,
to or upon the order of such Holder at the address designated by the Holder,
such an amount of Deposited Securities as are represented hereby upon the
surrender of this Receipt properly endorsed or accompanied by proper instruments
of transfer and upon payment of the applicable fees, taxes and charges. The
Depositary shall not incur any liability to any Holder or Beneficial Owner of
this Receipt by reason of any such forwarding or failure to forward any or all
Deposited Securities.
16. CHANGE AFFECTING DEPOSITED SECURITIES. Upon (i) any change in nominal
or par value or any subdivision, combination or any other reclassification of
the Deposited Securities, or (ii) any recapitalization, reorganization, sale of
assets, receivership, bankruptcy, liquidation, merger or consolidation affecting
the Company or to which it is a party, or (iii) the redemption by an issuer of
Deposited Securities at any time of any or all of such Deposited Securities
(provided the same are subject to redemption), then and in any such case the
Depositary shall have the right to exchange or surrender such Deposited
Securities and accept and hold hereunder in lieu thereof other shares,
securities, cash or property to be issued or delivered in lieu of, or in
exchange for, or distributed or paid with respect to, such Deposited Securities.
Upon any such exchange or surrender, the Depositary shall have the right, in its
discretion, to call for surrender of this Receipt in exchange (upon payment of
fees and expenses of the Depositary and all applicable taxes and governmental or
other charges) for one or more new Receipts of the same form and tenor as this
Receipt, specifically describing such new shares, securities, cash or property.
In any such case the Depositary shall have the right to fix a date after which
this Receipt shall only entitle the Holder to receive such new Receipt or
Receipts. The Depositary shall mail notice of any redemption of Deposited
Securities to the registered Holders of Receipts, provided that, in the case of
any redemption of less than all of the Deposited Securities, the Depositary
shall draw in such manner as it shall determine an equivalent number of American
Depositary Shares and shall mail notice of redemption only to the Holders of
Receipts evidencing the American Depositary Shares so drawn for redemption in
whole or in part. The sole right of the Holders of Receipts evidencing American
Depositary Shares designated for redemption after the mailing of any such notice
of redemption shall be to receive the cash, rights, and other property
applicable to the same, upon surrender to the Depositary (and upon payment of
its fees and expenses and governmental or other charges) of the Receipts
evidencing such American Depositary Shares.
17. LIABILITY OF DEPOSITARY. The Depositary assumes no obligation and shall
not incur any liability to any Holder or Beneficial Owner of this Receipt
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities and with respect to the time and rates for
conversion of any foreign currency into U.S. dollars) except that it agrees to
perform its obligations specifically set forth in the Receipt without gross
negligence or bad faith. The Depositary assumes no obligation and shall not
incur any liability to any Holder or Beneficial Owner of this Receipt, if by
reason of any provisions of any present or future law of the United States of
America, or of any state thereof, or of any foreign country, or political
subdivision thereof, or by reason of any provision, present or future, of the
charter, certificate of incorporation, memorandum or articles of association,
statutes, Code of Regulations, By-laws or Resolutions of the Company, the
Depositary shall be prevented or forbidden from, or subjected to any civil or
criminal penalty or extraordinary expense on account of, doing or performing any
act or thing which by the terms hereof it is provided shall be done or
performed; nor shall the Depositary incur any liability to any Holder or
Beneficial Owner hereof by reason of any delay in the performance or
non-performance of any act or thing which by the terms hereof it is provided
shall be done or performed, caused as aforesaid or arising out of any act of God
or war or any other circumstances beyond its control or by reason of the
financial condition of any third party, or by reason of any exercise of, or
failure to exercise, any discretion provided for herein.
The Depositary shall not be responsible for any failure to carry out any
requests to vote or for the manner or effect of any vote made either with or
without request, or for not exercising any right to vote. The Depositary shall
be under no obligation to appear in, prosecute or defend, any action, suit or
other proceeding in respect of any of the Deposited Securities or in respect of
the Receipts, which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense and liability be
furnished as often as may be required. The Depositary shall not be liable for
any action or non-action by it in reliance upon the advice of, or information
from, legal counsel, accountants, any person presenting Shares for deposit, any
Holder or Beneficial Owner or any other persons believed by it in good faith to
be competent to give such advice or information.
The Depositary (and any of its affiliates) may become the owner of, and
deal in, securities of any class of the Company of the Deposited Securities and
in Receipts.
18. AMENDMENT OF RECEIPTS. The form of the Receipts may at any time and
from time to time be amended by the Depositary in any respect which it may deem
necessary or desirable. Any amendment which shall prejudice any substantial
existing right of Holders shall not become effective as to outstanding Receipts
until the expiration of thirty (30) days after notice of such amendment shall
have been given to the Holders of outstanding Receipts; provided, however, that
such thirty (30) days' notice shall in no event be required with respect to any
amendment which shall impose or increase any taxes or other governmental
charges, registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses. Every Holder of a Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the agreement
evidenced in this Receipt as amended thereby. In no event shall any amendment
impair the right of the Holder of any Receipt to surrender such Receipt and
receive therefore the Deposited Securities represented by the American
Depositary Shares evidenced thereby, except in order to comply with mandatory
provisions of applicable law.
19. TERMINATION. The Depositary may at any time terminate the agreement
evidenced by this Receipt and all other Receipts by mailing notice of such
termination to the Holders of all the Receipts then outstanding to them at their
addresses appearing upon the books of the Depositary, at least thirty (30) days
prior to the date fixed in such notice for termination. On and after such date
of termination, the Holder hereof, upon surrender of the Receipt at the
Corporate Agency Office of the Depositary, will be entitled to delivery of the
amount of the Deposited Securities represented hereby at the termination date
upon the same terms and conditions, and upon payment of a fee at the rates
provided herein with respect to the surrender of this Receipt for Deposited
Securities and on payment of applicable taxes and charges. The Depositary may
convert any dividends secured by it in cash after the termination date in U.S.
Dollars as herein provided, and after deducting therefrom the fees and expenses
of the Depositary and applicable taxes and governmental charges, hold the
balance of said dividends for the pro rata benefit of the Holders of the
respective Receipts. As to any Receipts not so surrendered within thirty (30)
days after such date of termination the Depositary shall thereafter have no
obligation with respect to the collection or disbursement of any subsequent
dividends or any subscriptions or other rights accruing on the Deposited
Securities. After the expiration of six months from such date of termination,
the Depositary may sell any remaining Deposited Securities in such manner as it
may determine, and may thereafter hold uninvested the net proceeds of any such
sale or sales together with any dividends received prior to such sale or the
U.S. Dollars received on conversion thereof, unsegregated and without liability
for any interest thereon, for the pro rata benefit of the Holders of the
Receipts which have not theretofore been surrendered for cancellation, such
Holders becoming general creditors of the Depositary with respect to such
proceeds. After making such sale, or if not such sale can be made after the
expiration of two years from such date of termination, the Depositary shall be
discharged from all obligations whatsoever to the Holders of the Receipts,
except to make distribution of the net proceeds of sale and of such dividends
(after deducting all fees, charges and expenses of the Depositary) or of the
Deposited Securities in case no sale can be made upon surrender of the Receipts.
20. CERTAIN FEES AND CHARGES OF DEPOSITARY. The Depositary may charge fees
for receiving deposits and issuing Receipts, for delivering deposited Shares
against surrendered Receipts, for transfer of Receipts, for splits or
combinations of Receipts, for distribution of each dividend, for sales or
exercise of rights or for other services performed hereunder. The Depositary
fees may differ from those of other Depositaries. The Depositary reserves the
right to modify, reduce or increase any fees or charges for services performed
hereunder upon thirty (30) days' notice to the registered holder hereof. The
Depositary will provide, without charge, a copy of its latest fee schedule to
any party requesting it.
21. GOVERNING LAW. This Receipt shall be interpreted in accordance with,
and all rights and obligations hereunder and provisions hereof shall be governed
by, the laws of the State of New York applicable to contracts made in and to be
performed in that state.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------
- ------------------------------------------
.....................................
Please print or typewrite name and
address of assignee
................................................................................
of the within American Depositary Receipt and all rights and interests
represented thereby, and hereby irrevocably constitutes and appoints
...................................................................attorney to
transfer the same on the books of the within named Depositary, with
full power of substitution in the premises.
Dated....................... Signature............................
NOTE: The signature to any endorsement hereon must correspond with the name
as written upon the face of the Receipt, in every particular, without alteration
or enlargement or any change whatsoever.
If the endorsement is to be executed by an attorney, executor,
administrator, trustee or guardian, the person executing the endorsement must
give his/her full title in such capacity and proper evidence of authority to act
in such capacity, if not on file with the Depositary, must be forwarded with
this Receipt.
All endorsements or assignments of Receipts must be guaranteed by a member
of a Medallion Signature Program approved by the Securities Transfer
Association, Inc.
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 from time to time of American
Depositary Receipts registered hereunder is contained in the form of the Receipt
itself, constituting the Prospectus filed as part of this Registration
Statement.
(b) Any other agreement in 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 Frettra M. Miller, counsel for the Depositary, as to the
legality of the securities to be registered. - None.
(e) Certification under Rule 466. - None.
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) 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 ADR
thirty (30) days before any change in the fee schedule.
2
SIGNATURES
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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 the 13th day of December, 2002.
Legal entity created by the agreemen
contained in the American Depositary
Receipts evidencing American
Depositary Shares each representing
five (5) Shares of Common Stock,
without par value, of Japan Airlines
System Corporation.
CITIBANK, N.A., as Depositary
By: /s/ Richard Etienne
----------------------
Name: Richard Etienne
Title: Vice President