May 10, 2005
Via Edgar
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Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Rule 424(b)(3) Filing in respect of Form F-6 Registration Statement No.
033-00241 for American Depositary Shares each representing one (1)
Non-Restricted B share, nominal value SEK 2.50 each, (the "Deposited
Shares"), of AKTIEBOLAGET SKF, a corporation organized and existing
under the laws of the Kingdom of Sweden (the "Company").
Ladies and Gentlemen:
On behalf of Citibank, N.A., as Depositary (the "Depositary") and
acting on behalf of the legal entity created by the Deposit Agreement, dated as
of September 1, 1985, (the "Deposit Agreement"), by and among the Company, the
Depositary and all Holders from time to time of American Depositary Shares
("ADSs") evidenced by American Depositary Receipts ("ADRs"), each representing
one (1) Deposited Share, I enclose for filing with the Securities and Exchange
Commission (the "Commission"), pursuant to Rule 424(b)(3) promulgated by the
Commission under the Securities Act of 1933, as amended (the "Act"), one (1)
copy of a form of the ADRs which are to be issued by the Depositary and which
reflect the change in the nominal value of the Company from SEK 12.50 to SEK
2.50. The CUSIP Number remains the same.
As required by Rule 424(e) under the Act, the cover of the enclosed ADR
has been marked to indicate the paragraph of Rule 424 under which the filing is
being made and the file number of the Form F-6 Registration Statement previously
filed and declared effective in respect of the ADRs.
In anticipation of any subsequent filings with, and/or submissions to,
the Commission that the Company and/or the Depositary may make, we respectfully
request that the Commission modify its records to reflect the change in the
nominal value of the Company from SEK 12.50 to SEK 2.50. The CUSIP Number
remains the same.
In the event any member of the Staff of the Commission has any
questions or comments concerning this filing, such person should contact the
undersigned at (212) 816-6856.
Very truly yours,
/s/ Audrey E. Williams
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Audrey E. Williams
Enclosures
cc: Paul M. Dudek, Esq. (Securities and Exchange Commission - Office of
International Corporate Finance)
Susanna Ansala (Citibank, N.A. - ADR Department)
Mark Gherzo (Citibank, N.A. - ADR Department)
Rule 424 (b)(3) F-6 Registration
Statement No. 033-00241
EXHIBIT A
Number
AMERICAN DEPOSITARY SHARES
(EACH REPRESENTING
RIGHTS
ATTRIBUTABLE TO ONE
NON-RESTRICTED B SHARE)
(FORM OF FACE OF RECEIPT)
AMERICAN DEPOSITARY RECEIPT
FOR
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED NON-RESTRICTED B SHARES
of
AKTIEBOLAGET SKF
(Organized under the laws of the Kingdom of Sweden)
CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as Depositary (herein called the
Depositary), hereby certifies that is the owner of American Depositary Shares,
representing deposited Non-Restricted B Shares or evidence of rights to receive
such Shares, SEK 2.50 nominal value per share (herein called the Shares) of
AKTIEBOLAGET SKF organized under the laws of the Kingdom of Sweden (herein
called the Company). At the date hereof, each American Depositary Share
represents rights attributable to one Share deposited under the Deposit
Agreement (as hereinafter defined) with a Custodian (herein called a Custodian
or the Custodian or, together, the Custodians) which at the date hereof are the
principal Stockholm offices of either Skandinaviska Enskilda Banken or Svenska
Handelsbanken.
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(1) The Deposit Agreement. This American Depositary Receipt is one of
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an issue (herein called the Receipts), all issued and to be issued upon the
terms and conditions set forth in the Deposit Agreement, dated as of September
1, 1985 (herein called the Deposit Agreement), by and among the Company, the
Depositary and all Holders from time to time of Receipts issued thereunder, each
of whom by accepting a Receipt agrees to become a party thereto and becomes
bound by all the terms and provisions thereof. The Deposit Agreement sets forth
the rights of Holders of the Receipts and the rights and duties of the
Depositary in respect of the Shares deposited thereunder and any and all other
securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property and cash are
herein called Deposited Securities). Copes of the Deposit Agreement are on file
at the principal offices of the Depositary and the Custodians. The statements
made on the face and the reverse of this Receipt are summaries of certain
provisions of the Deposit Agreement and are qualified in their entirety by and
subject to the detailed provisions of the Deposit Agreement, to which reference
is hereby made.
(2) Surrender of Receipts and Withdrawal of Deposited Securities. Upon
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surrender at the Principal Office of the Depositary of this Receipt, and upon
payment of the fee of the Depositary provided in Paragraph (6) of this Receipt,
and subject to the terms and conditions of the Deposit Agreement, the Holder
hereof is entitled to delivery, to him or upon his order, of the Deposited
Securities at the time represented by the American Depositary Shares for which
this Receipt is issued. Delivery of such Deposited Securities may be made by the
delivery of a certificate or certificates therefor, or of other appropriate
evidence of title thereto, properly endorsed or accompanied by proper
instruments of transfer to such Holder or as ordered by him. Such delivery will
be made without unreasonable delay and, at the option of such Holder, either at
the office of a Custodian or at the Principal Office of the Depositary, provided
that the forwarding of Shares or other Deposited Securities for such delivery at
the Principal Office of the Depositary in the Borough of Manhattan, The City of
New York shall be at the risk and expense of the Holder hereof.
(3) Transfers, Split-ups and Combinations. This Receipt is transferable
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on the books of the Depositary by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Receipt properly endorsed or
accompanied by proper instruments of transfer and duly stamped as may be
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required by law; provided, however, that 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 under the Deposit Agreement. This
Receipt may be split into other Receipts or may be combined with other Receipts
into one Receipt representing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination or
surrender of any Receipt or withdrawal of any Deposited Securities, the
Depositary or a Custodian may require payment of a sung sufficient to reimburse
it for any tax or other governmental charge and any stock transfer, registration
or conversion fee with respect thereto and payment of any applicable fees as
provided in Paragraph (6) of this Receipt, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary may
establish consistent with the provisions of the Deposit Agreement.
The Depositary may refuse to execute and to deliver Receipts, register
the transfer of any Receipt or make any distribution of, or related to,
Deposited Securities until it has received such proof of citizenship, residence,
exchange control approval or other information as it may deem necessary or
proper. The delivery of Receipts against deposits of Shares generally may be
suspended, or the delivery of Receipts against the deposit of particular Shares
may be withheld, or the registration of transfer of Receipts in particular
instances may be refused or the registration of transfers or surrenders of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary or the Company (or the appointed agent of the
Company for transfer and registration of the Shares, which may but need not be
Vardepapperscentralen VPC Aktiebolag (the "VPC")) are closed, if any such action
is deemed necessary or advisable by the Depositary or the Company at any time or
from time to time. Without limitation of the foregoing the Depositary will not
knowingly accept for deposit under the Deposit Agreement any Shares which, if
sold by the Holder thereof in the United States or its territories would be
subject to the registration provisions of the securities Act of 1933, unless a
registration statement is in effect as to such Shares or unless the offering and
sale of such Shares is exempt from registration under the provisions of such
Act.
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(4) Liability of Holder for Taxes. If any tax or other governmental
-----------------------------
charge shall become payable with respect to any Deposited Securities,
represented hereby, such tax or other governmental charge shall be payable by
the Holder hereof to the Depositary. The Depositary may refuse to effect any
registration of transfer of this Receipt or any withdrawal of Deposited
Securities represented hereby until such payment is made and may withhold any
dividends or other distributions, or may sell for the account of the Holder
hereof any part or all of the Deposited Securities represented hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge the Holder hereof remaining
liable for any deficiency.
(5) Warranties by Depositor. Every person depositing Shares under the
-----------------------
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are validly issued fully paid and
non-assessable, and that the person making such deposit is duly authorized so to
do. Such representations and warranties shall survive the deposit of Shares and
issuance of Receipts.
(6) Charges of Depositary. The Depositary will charge the party to whom
---------------------
Receipts are delivered against deposits, and the party surrendering Receipts for
delivery of Deposited securities, $5.00 for each 100 American Depositary Shares
(or portion thereof) represented by the Receipts issued or surrendered. The
Company will pay the other charges of the Depositary and those of any Registrar
under the Deposit Agreement, with the exception of (i) taxes and other
governmental charges, (ii) share transfer, exchange or registration fees on
deposits and withdrawals of Shares, (iii) such cable, telex and facsimile
transmission and delivery charges as are expressly provided in the Deposit
Agreement to be at the expense of persons depositing Shares or Holders of
Receipts, and (iv) such expenses as are incurred by the Depositary in the
conversion of foreign currency into dollars.
(7) Title to Receipt. It is a condition of this Receipt, and every
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successive Holder hereof by accepting or holding the same consents and agrees,
that title to this Receipt (and to the American Depositary Shares evidenced
hereby) 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 the Depositary, notwithstanding any notice
5
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
distributions or to any notice provided for in the Deposit Agreement, and for
all other purposes.
(8) Validity of Receipt. This Receipt shall not be entitled to any
-------------------
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if a Registrar for the Receipts shall
have been appointed, such signature may be a facsimile if this receipt is
countersigned by the manual signature of a duly authorized officer of such
Registrar.
(9) Available Information. The Company files with the Securities and
---------------------
Exchange Commission (the "Commission") reports and other information required by
the United States Securities Exchange Act of 1934. All documents filed by the
Company with the Commission can be inspected by Holders of Receipts and copied
at public reference facilities maintained by the Securities and Exchange
Commission in Washington, D.C.
Dated:
CITIBANK, N.A.,
as Depositary
By
--------------------------------
(Authorized Officer)
The address of the Principal Office of the Depositary is 388 Greenwich Street,
14th Floor, New York, New York 10013.
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(FORM OF REVERSE OF RECEIPT)
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(1) Dividends and Distributions; Rights. Whenever the Depositary shall
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receive any cash dividend or other cash distribution on the Deposited
Securities, the Depositary shall, if at the time of receipt thereof any amounts
received in a currency other than United States dollars can in the judgment of
the Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and, subject to the provisions of the Deposit
Agreement, convert such dividend or distribution into United States dollars and
shall distribute the amount thus received to the Holders of Receipts entitled
thereto in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively; provided, however, that the
amount distributed shall be reduced by any amounts required to be withheld by
the Company, its agent or the Depositary on account of taxes. If in the judgment
of the Depositary amounts received in currency other than United States dollars
may not be converted on a reasonable basis into United States dollars
transferable to the United States, or may not be so convertible for all of the
Holders of Receipts entitled thereto, the Depositary may in its discretion make
such conversion, if any, and distribution in United States dollars to the extent
permissible to the Holders of Receipts entitled thereto and may distribute the
balance of such currency received and not so convertible by the Depositary to,
or hold such balance for the account of, the Holders of Receipts entitled
thereto. If in the opinion of the Depositary any distribution other than cash or
Shares upon any Deposited Securities cannot be made proportionately among the
Holders of Receipts entitled thereto, or if for any other reason the Depositary
deems such distribution not to be feasible, the Depositary may adopt such method
as it may deem equitable for the purpose of effecting such distribution,
including the sale (at public or private sale, at such place or places and upon
such terms as it may deem proper) of the securities or property thus received,
or any part thereof, and the net proceeds of any such sale will be distributed
by the Depositary to the Holders of Receipts entitled thereto as in the case of
a distribution received in cash. If any distribution upon any Deposited
Securities consists of a dividend in, or free distribution of, Shares, the
Depositary may with the Company's approval, and shall if the Company shall so
request, distribute to the Holders of outstanding Receipts entitled thereto, in
proportion to the number of America Depositary Shares representing such
7
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the number of Shares
received as such dividend or free distribution. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary may
sell the number of Shares represented by the aggregate of such fractions and
distribute the net proceeds, converted into United States dollars if not in such
dollars (if such conversion may in the judgment of the Depositary be achieved on
a reasonable basis), to the Holders of Receipts entitled thereto, if additional
Receipts are not so distributed (except as provided in the preceding sentence),
each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited Securities represented thereby. In the
event that the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any rights
of any nature, the Depositary shall have discretion as to whether such rights
are to be made available to the Holders of Receipts; provided, however, that the
Depositary shall, if requested by the Company, either (a) make such rights
available to Holders of Receipts by means of warrants or otherwise, if lawful
and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments are
not exercised and appear to be about to lapse, sell such rights or warrants or
other instruments at public or private sale, at such place or places and upon
such terms as the Depositary may deem proper, and allocate the proceeds of any
such sale for account of the Holders of Receipts otherwise entitled thereto upon
an averaged or other practicable basis without regard to any distinctions among
such Holders because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.
(2) Record Dates. Whenever any cash dividend or other cash distribution
------------
stall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued, with respect to the Deposited Securities, or
whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, the Depositary will fix a record date as close as
practicable to the date corresponding to the record date fixed by the Company it
respect of the Shares for the determination of 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
8
rights at any such meeting, subject to the provisions of the Deposit Agreement.
(3) Voting of Deposited Securities. Upon receipt of notice of any
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meeting of holders of Shares or other Deposited Securities, the Depositary
shall, as soon as practicable, fix a record date for determining the Holders of
Receipts entitled to give instructions for the exercise of voting rights, as
provided in Section 4.07 of the Deposit Agreement, and mail to the Holders of
Receipts a notice which shall contain (a) such information as is contained in
such notice of meeting and (b) a statement that a Holder of Receipts at the
close of business on a specified record date will only be entitled to exercise
the voting rights, if any, pertaining to the Shares represented thereby. A
precondition for exercising any such voting rights is that such Holder is
registered in the register of stockholders of the Company not less than ten
business days prior to the date of the meeting and gives notice of his intention
to attend the meeting in person or by proxy, not later than a date (being not
earlier than five days before the meeting) specified in the notice convening the
meeting. Pursuant to these requirements, Holders of Receipts will be entitled to
deposit their Receipts in a blocked account with the Depositary and to instruct
the Depositary to request a Custodian to cause the equivalent underlying Shares
to be registered in the Holder's name and to give notice to the Company of the
Holder's intention to attend the meeting and to vote the Shares at such a
meeting in person or by proxy. Such notice shall also contain a statement that a
Holder of Receipts who deposits his Receipts in a blocked account with the
Depositary and who instructs a Custodian to register in the Holder's name the
equivalent underlying Shares for the purpose of voting such Shares at any
meeting of holders of Shares may instruct the Depositary, immediately following
any such meeting, to request such Custodian to reregister the Shares in the name
in which such Shares were previously registered and to release to the Holder
from the blocked account the Receipts representing such Shares.
(4) Changes Affecting Deposited Securities. Upon any change in nominal
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value, split-up, consolidation or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
9
any securities which shall be received by the Depositary in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and the American Depositary
Shares shall thenceforth represent the new Deposited Securities so received in
exchange or conversion, unless additional or new Receipts are delivered pursuant
to the following sentence. In any such case the Depositary may execute and
deliver additional Receipts as in the case of a stock dividend, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts. Immediately
upon the occurrence of any such change, conversion or exchange covered by this
Section in respect of the Deposited Securities the Depositary shall give notice
thereof in writing to all Holders of Receipts.
(5) Reports; Inspection of Transfer Books. The Depositary will make
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available for inspection by Holders of Receipts at its Principal Office any
reports and communications received from the Company which are received by the
Depositary as the owner of the Deposited Securities. The Depositary will also
send to Holders of Receipts copies of such reports when furnished by the Company
as provided in the Deposit Agreement. The Depositary will keep books for the
registration of Receipts and their transfer which at all reasonable times will
be open for inspection by the Company and Holders of Receipts, provided that
such inspection shall not be for the purpose of communicating with Holders of
Receipts in the interest of a business or object other than the business of the
Company or a matter related to the Deposit Agreement or the Receipts.
(6) Taxation. Notwithstanding any other provision of the Deposit
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Agreement, in the event that the Depositary determines that any distribution in
property (including Shares or rights to subscribe therefore) is subject to any
tax which the Depositary is obligated to withhold, the Depositary may dispose of
all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner as the Depositary deems necessary
and practicable to pay such taxes, by public or private sale, at such place or
places and upon such terms as it may deem proper, and the Depositary shall
distribute the net proceeds of any such sale after deduction of such taxes to
the Holders of Receipts entitled thereto.
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(7) Liability of the Company and Depositary. Neither the Company nor
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the Depositary shall incur any liability to any Holder of this Receipt, if by
reason of any provision of any present or future law of any country or of any
governmental authority, or by reason of any provision, present or future, of the
Articles of Association of the Company, or by reason of any act of God or war or
other circumstance beyond its control, the Depositary or the Company shall be
prevented or forbidden from doing or performing any act or thing which by the
terms of the Deposit Agreement it is provided shall be done or performed.
Neither the Company nor the Depositary assumes any obligation or shall be
subject to any liability under the Deposit Agreement to Holders of Receipts,
except that they agree to use their best judgment and good faith in the
performance of such duties as are specifically set forth in the Deposit
Agreement. Neither the Company nor the Depositary shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense and liability, unless indemnity satisfactory
to it against all expense and liability be furnished as often as may be
required, and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of a Custodian being solely to the
Depositary. Neither the Company nor the Depositary shall 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
of a Receipt, or any other person believed by it in good faith to be competent
to give such advice or information. The Depositary will not he responsible for
any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or the effect of
any such vote, provided that any such action or non-action is in good faith. The
Depositary may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Company agrees to indemnify the Depositary and
any Custodian against, and hold each of them harmless from, any liability which
may arise out of acts performed in accordance with the provisions of the Deposit
Agreement and of the Receipts, as the same may be amended, modified or
supplemented from time to time, (i) by either the Depositary or a Custodian,
except for any liability or expense arising out of the negligence or bad faith
of either of them, or (ii) by the Company or any of its agents.
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(8) Resignation and Removal of Depositary; Substitution of the
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Custodian. The Depositary may at any time resign as Depositary under the Deposit
Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The term
"Depositary" shall also refer to any successor depositary appointed pursuant to
this Paragraph (8). The Depositary may at any time appoint a substitute
custodian and the term "Custodian" shall also refer to such substitute.
(9) Amendment of Deposit Agreement and Receipts. The Receipts and the
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Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary. Any amendment which shall impose or
increase any fees or charges (other than the fees of the Depositary for the
execution and delivery or the cancellation of Receipts and taxes or other
governmental charges), or which shall otherwise prejudice any substantial
existing right of Holders of Receipts, shall, however, not become effective as
to outstanding Receipts until the expiration of three months after notice of
such amendment shall have been given to the Holders of outstanding Receipts.
Every Holder of a Receipt at the time any amendment to the Deposit Agreement 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 Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of the Holder
hereof to surrender this Receipt and receive therefor the Deposited Securities
represented hereby.
(10) Termination of Deposit Agreement. The Depositary will at any time
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at the direction of the Company terminate the Deposit Agreement by mailing
notice of such termination to the Holders of all Receipts then outstanding at
least 30 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement at any time 60 days
after the Depositary shall have resigned, if a successor depositary shall not
have been appointed and accepted its appointment within such 60 days. If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter will discontinue the registration of transfers of Receipts, will
suspend the distribution of dividends to the Holders thereof and will not give
any further notices or perform any further acts under the Deposit Agreement,
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except the collection of dividends and other distributions pertaining to
Deposited Securities, the sale of rights and the delivery of Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary. At any time
after the expiration of six months from the date of termination, the Depositary
may sell the Deposited Securities then held under the Deposit Agreement and may
thereafter hold the net proceeds of any such sale, together with any other cash
then held by it under the Deposit Agreement, without liability for interest, for
the pro rata benefit of the Holders of Receipts not theretofore surrendered.
Thereafter the Depositary shall be discharged from all obligations under the
Deposit Agreement, except to account for such net proceeds and other cash.
EXHIBIT B
CHARGES OF THE DEPOSITARY
Service Rate By Whom Paid
(1) Receipt of deposits $5 per 100 American Party to whom
and issuance of Depositary Shares Receipts are
Receipts or fraction thereof issued
(2) Delivery of deposits $5 per 100 American Party surrendering
and surrender of Depositary Shares or Receipts
Receipts fraction therof
The Company will reimburse the Depositary for out-of-pocket expenses
such as postage, stationery and engraving of Receipts. Other fees and charges of
the Depositary are to be paid by the Company in accordance with agreements in
writing to be entered into between the Depositary and the Company from time to
time.