As filed with the Securities and Exchange Commission on October 13, 2004
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Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
AKZO NOBEL 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)
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly Bankers Trust Company
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-8500
(Address, including zip code, and telephone number, including
area code, of depositary's principal executive offices)
Akzo Nobel Inc.
7 Livingstone Avenue
Dobbs Ferry, New York 10522
(914) 674-5183
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq. Richard C. Morrissey, Esq. Deutsche Bank Trust Company Americas
White & Case LLP Sullivan & Cromwell LLP Attention: ADR Department
7-11 Moorgate 1 New Fetter Lane 60 Wall Street
London EC2R 6HH London EC4A 1AN New York, NY 10005
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: |_|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares evidenced by 100,000,000 $5.00 $5,000,000 $633.50
American Depositary Receipts, each American ADSs
Depositary Share representing one Ordinary
Share, nominal value EUR 2.00, of Akzo Nobel
N.V.
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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 receipts evidencing American Depositary Shares.
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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(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Registration Statement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
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 securities Face of Receipt, Top center
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, Paragraph (16)
securities and (17)
(iii) The collection and distribution of dividends Reverse of Receipt, Paragraph (14)
(iv) The transmission of notices, reports and proxy Face of Receipt, Paragraph (13)
soliciting material Reverse of Receipt, Paragraph (16)
(v) The sale or exercise of rights Reverse of Receipt, Paragraphs (14)
and (16)
(vi) The deposit or sale of securities resulting from Face of Receipt, Paragraphs (3) and
dividends, splits or plans of reorganization (6)
Reverse of Receipt, Paragraphs (14)
and (18)
(vii) Amendment, extension or termination of the Reverse of Receipt, Paragraphs (22) and
deposit arrangements (23)
(no provision for extensions)
(viii) Rights of holders of Receipts to inspect the Face of Receipt, Paragraph (13)
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt, Paragaraphs (2), (3),
withdraw the underlying securities (4), (6), (7), (9) and (10)
(x) Limitation upon the liability of the depositary Face of Receipt, Paragraph (7)
Reverse of Receipt, Paragaraph (19)
and (20)
3. Fees and charges which may be imposed directly or Face of Receipt, Paragraph (10)
indirectly against holders of Receipts Face of Receipt, Paragraph (13)
Item 2. AVAILABLE INFORMATION
Akzo Nobel N.V. ("the Company") is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, files certain reports with the United States Securities and
Exchange Commission (the "Commission"). These reports and other information can
be inspected and copied at public reference facilities maintained by the
Commission located at Judiciary Plaza, 450 Fifth Street, N.W. (Room 1024),
Washington D.C. 20549, at the principal executive office of the Depositary and
where made available by the Commission, on the Commission's website.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt,
included as Exhibit A to the Supplemental Agreement to the Deposit Agreement
filed as Exhibit (a)(2) to this Registration Statement and incorporated herein
by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Amended and Restated Deposit Agreement, dated as of October 15, 1999,
by and among the Company, Citibank, N.A., as depositary, and all
Holders and Beneficial Owners of American Depositary Shares evidenced
by American Depositary Receipts issued thereunder (including the form
of American Depositary Receipt to be issued thereunder, attached as
Exhibit A thereto). - Filed as Exhibit (a) to Form F-6 (File Number
333-112715), dated February 11, 2004, and incorporated herein by
reference.
(a)(2) Supplemental Agreement to Deposit Agreement, dated as of October 18,
2004, by and among the Company, Deutsche Bank Trust Company Americas,
as successor depositary (the "Depositary"), and all Holders and
Beneficial Owners from time to time of American Depositary Shares
evidenced by American Depositary Receipts issued thereunder (including
the form of American Depositary Receipt to be issued thereunder,
attached as Exhibit A thereto). - Filed herewith as Exhibit (a)(2).
(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 represented thereby. - Not
Applicable.
(c) Every material contract relating to the deposited securities between
the Depositary and the Company in effect at any time within the last
three years. - Not Applicable.
(d) Opinion of White & Case, counsel to the Depositary, as to the legality
of the securities being registered. - Filed herewith as Exhibit (d).
(e) Certification under Rule 466. - Not Applicable.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. - Set forth on the signature
pages hereto.
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 American Depositary 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) If the amounts of fees charged are disclosed in the prospectus, 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 an American Depositary Receipt 30 days before any
change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche
Bank Trust Company Americas, on behalf of the legal entity created by the
Amended and Restated Deposit Agreement, dated as of October 15, 1999, and as
supplemented and amended by the Supplemental Agreement to Deposit Agreement,
dated as of October 18, 2004, by and among the Company, the Depositary, as
successor depositary, and all Holders and Beneficial Owners from time to time of
American Depositary Shares evidenced by American Depositary Receipts issued
thereunder, certifies that is 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 London, United Kingdom,
on October 4, 2004.
Legal entity created by the Amended
and Restated Deposit Agreement dated
as of October 15, 1999, and as
supplemented and amended by the
Supplemental Agreement to Deposit
Agreement, dated as of October 18,
2004, for the issuance of American
Depositary Receipts evidencing
American Depositary Shares, each
representing one Ordinary Share,
nominal value EUR 2.00, of the
Company.
Deutsche Bank Trust Company
Americas, solely in its capacity as
Depositary
By: /s/ Jeff Margolick
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Name: Jeff Margolick
Title: Vice President
By: /s/ Clare Benson
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Name: Clare Benson
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Akzo
Nobel N.V. 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 Amsterdam, The Netherlands, on
September 27, 2004.
Akzo Nobel N.V.
By: /s/ R. (Rob) Frohn
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Name: R. (Rob) Frohn
Title: Director, Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form F-6 has been signed by the
following persons in the following capacities on September 27, 2004.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kennith Frank, to act as his/her
true and lawful attorneys-in-fact and agents, with full and several power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Name Title
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/s/ G.J. (Hans) Wijers Chairman and Chief Executive Officer
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Name: G.J (Hans) Wijers
/s/ R. (Rob) Frohn Director, Chief Financial Officer
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Name: R. (Rob) Frohn
/s/ Jacq J.M. Derckx Chief Accounting Officer
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Name: Jacq J.M. Derckx
/s/ A.T.M. (Toon) Wilderbeek Director
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Name: A.T.M. (Toon) Wilderbeek
/s/ Rudy M.J. van der Meer Director
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Name: Rudy M.J. van der Meer
/s/ L. (Leif) Darner Director
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Name: L. (Leif) Darner
Akzo Nobel Inc. Authorized Representative in the United States
By: /s/ Kennith Frank
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Name: Kennith Frank
Title: Senior Vice President and
General Counsel
INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
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(a(1) Amended and Restated Deposit Agreement, dated as of October 15, 1999,
by and among the Company, Citibank, N.A., as depositary, and all
Holders and Beneficial Owners of American Depositary Shares evidenced
by American Depositary Receipts issued thereunder (including the form
of American Depositary Receipt to be issued thereunder, attached as
Exhibit A thereto). - Filed as Exhibit (a) to Form F-6 (File Number
333-112715), dated February 11, 2004, and incorporated herein by
reference.
(a(2) Supplemental Agreement to Deposit Agreement, dated as of October 18,
2004, by and among the Company, the Depositary, and all Holders and
Beneficial Owners from time to time of American Depositary Shares
evidenced by American Depositary Receipts issued thereunder.
(d) Opinion of White & Case, counsel to the Depositary, as to the legality
of the securities to be registered.