As filed with the Securities and Exchange Commission on November 2, 2009
Registration No. 333-13914
_____________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares of
JAMES HARDIE INDUSTRIES N.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE NETHERLANDS
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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 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 Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a(1).
Form of Deposit Agreement dated as of September 24, 2001, as amended and restated as of [_________], 2009, among James Hardie Industries, SE, The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
a(2).
Form of Letter Agreement of September 6, 2001 by and between James Hardie Industries N.V. and CHESS Depositary Nominees Pty Limited, as the depositary for CHESS Units of Foreign Securities. – Previously filed.
b(1).
Excerpts of the ASX Settlement and Transfer Corporate PTY Limited Settlement Rules, as of July 9, 2008 – Filed herewith as Exhibit 2.
b(2).
Excerpts of the Corporations Act of 2001, as of February 27, 2009 – Filed herewith as Exhibit 2.
b(3).
ASIC Class Order 02-311, dated March 11, 2002 – Filed herewith as Exhibit 2.
b(4).
Australian Financial Services Licence, effective March 10, 2004 – Filed herewith as Exhibit 2.
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. - See (a)(1) and (b)(1) above.
d(1).
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously filed.
d(2).
Opinion of Bruce E. Mackie, Senior Solicitor with the ASX Group of Companies advising CHESS Depositary Nominees Pty Limited, as to the legality of the CHESS Units of Foreign Securities to be registered. – Previously filed.
e.
Certification under Rule 466. –Not Applicable.
f.
Power of Attorney. – Filed herewith as Exhibit 6.
Item - 4.
Undertakings
Previously Filed.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, November 2, 2009.
Legal entity created by the agreement for the issuance of American Depositary Shares representing CHESS Units of Foreign Securities, CHESS Units of Foreign Securities representing Ordinary Shares, Par Value 0.59 Euro each, of James Hardie Industries N.V.
By:
The Bank of New York Mellon,
As Depositary
By: /s Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Managing Director
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 Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Sydney, Australia, on October 30, 2009.
Legal entity created by the agreement for the issuance of CHESS Units of Foreign Securities representing Ordinary Shares, Par Value 0.59 Euro each, of James Hardie Industries N.V.
By:
CHESS Depositary Nominees Pty Limited
As depositary for CHESS Units of Foreign
Securities
By: /s/ Alan Bardwell
Name: Alan Bardwell
Title: Director
Pursuant to the requirements of the Securities Act of 1933, JAMES HARDIE INDUSTRIES N.V. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Newport Beach, California on November 2, 2009.
JAMES HARDIE INDUSTRIES N.V.
By: /s/ Russell Chenu
Name: Russell Chenu
Title: Managing Board Director
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 2, 2009.
Signature | Title |
/s/ Louis Gries | |
Louis Gries | Chief Executive Officer and Managing Board Director |
/s/ Russell Chenu | |
Russell Chenu | Chief Financial Officer, Principal Accounting Officer/Controller and Managing Board Director |
* | |
Michael N. Hammes | Chairman and Supervisory Board Director |
* | |
Donald McGauchie AO | Deputy Chairman and Supervisory Board Director |
* | |
Brian Anderson | Joint and Supervisory Board Director |
* | |
David Harrison | Joint and Supervisory Board Director |
* | |
Rudy van der Meer | Joint and Supervisory Board Director |
* | |
James Osborne | Joint and Supervisory Board Director |
/s/ David Dilger | |
David Dilger | Joint and Supervisory Board Director |
* | |
Robert E. Cox | Managing Board Director |
*By: /s Paul Bokota
Paul Bokota
Attorney-in-fact
Authorized Representative in the United States
/s/ Paul Bokota
Name: Paul Bokota
Deputy General Counsel
James Hardie Building Products Inc.
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of September 24, 2001, as amended
and restated as of _______________, 2009, among James Hardie
Industries SE, The Bank of New York Mellon as Depositary, and all Owners
and holders from time to time of American Depositary Shares issued
thereunder.
2
Excerpts of the ASX Settlement and Transfer Corporate PTY Limited Settlement
Rules, as of July 9, 2008.
2
Excerpts of the Corporations Act of 2001, as of February 27, 2009.
1
ASIC Class Order 02-311, dated March 11, 2002.
2
Australian Financial Services Licence, effective March 10, 2004.
6
Power of Attorney.