|
Title
of each class of
Securities
to be registered
|
Amount
To
be registered
|
Proposed
maximum aggregate price per unit (1)
|
Proposed
maximum
aggregate
offering price (2)
|
Amount
of
registration
fee
|
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one share of common stock of Panasonic
Corporation
|
N/A
|
N/A
|
N/A
|
N/A
|
|
(1)
|
Each
unit represents one American Depositary
Share.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
|
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|||
|
(1)
|
Name
and address of Depositary
|
Introductory
paragraph
|
||
|
(2)
|
Title
of American Depositary Receipts and identity of deposited
securities
|
Face
of American Depositary Receipt, top center
|
||
|
Terms
of Deposit:
|
||||
|
(i)
|
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
Face
of American Depositary Receipt, upper right corner
|
||
|
(ii)
|
Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
|
||
|
(iii)
|
Collection
and distribution of dividends
|
Paragraphs
(4), (5), (7) and (10)
|
||
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(3), (8) and (12)
|
||
|
(v)
|
Sale
or exercise of rights
|
Paragraphs
(4), (5) and (10)
|
||
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
Paragraphs
(4), (5), (10) and (13)
|
||
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
|
||
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of ADR
|
Paragraph
(3)
|
||
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (4), and (5)
|
||
|
(x)
|
Limitation
upon the liability of the Depositary
|
Paragraph
(14)
|
||
|
(3)
|
Fees
and Charges
|
Paragraph
(7)
|
||
|
Item
Number and Caption
|
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
|
||
|
(b)
|
Statement
that Panasonic Corporation is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended,
and,
accordingly, files certain reports with the Commission, and that
such
reports can be inspected by holders of American Depositary Receipts
and
copied at public reference facilities maintained by the Commission
in
Washington, D.C.
|
Paragraph
(8)
|
|
|
(a)(1)
|
Form
of Deposit Agreement.
Amended and Restated Deposit Agreement among Matsushita Electric
Industrial Co., Ltd. (currently known as Panasonic Corporation),
JPMorgan
Chase Bank, N.A., (fka Morgan Guaranty Trust Company of New York),
as
depositary (the "Depositary"), and all holders from time to time
of ADRs
issued thereunder (the "Deposit Agreement").Previously
filed as an Exhibit to Registration Statement No. 333-12694 which
is
incorporated herein by
reference.
|
|
(a)(2)
|
Form
of Amendment to Deposit Agreement, including form of ADR.
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 issuer of the deposited securities in effect at
any
time within the last three years.
Not Applicable.
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Previously
filed as an Exhibit to Registration Statement No. 333-133099 which
is
incorporated herein by
reference.
|
|
(e)
|
Certification
under Rule 466.
Filed herewith as Exhibit (e).
|
|
(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 not 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 thirty days before any change in the
fee
schedule.
|
|
Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
|
||
|
By:
|
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
|
By:
|
/s/Joseph
M. Leinhauser
|
|
|
Name:
|
Joseph
M. Leinhauser
|
|
|
Title:
|
Vice
President
|
|
|
Panasonic
Corporation
|
||
|
By:
|
/s/
Hideaki Kawai
|
|
|
Name:
|
Hideaki
Kawai
|
|
|
Title:
|
Executive
Officer
|
|
|
Signature
|
Title
|
|
|
/s/Kunio
Nakamura*
|
Chairman
of the Board
|
|
|
Kunio
Nakamura
|
||
|
/s/Masayuki
Matsushita*
|
Vice
Chairman of the Board of Directors
|
|
|
Masayuki
Matsushita
|
||
|
/s/Fumio
Ohtsubo*
|
President
and Director
|
|
|
Fumio
Ohtsubo
|
(Chief
Executive Officer)
|
|
|
/s/Susumu
Koike*
|
Executive
Vice President and Director
|
|
|
Susumu
Koike
|
||
|
|
Executive
Vice President and Director
|
|
|
Shunzo Ushimaru
|
||
|
|
Executive
Vice President and Director
|
|
|
Koshi
Kitadai
|
|
/s/Toshihiro
Sakamoto*
|
Managing
Director
|
|
|
Toshihiro
Sakamoto
|
||
|
/s/Takahiro
Mori*
|
Senior
Managing Director
|
|
|
Takahiro
Mori
|
||
|
/s/Shinichi
Fukushima*
|
Senior
Managing Director
|
|
|
Shinichi
Fukushima
|
||
|
|
Managing
Director
|
|
|
Yasuo
Katsura
|
||
|
|
Managing
Director
|
|
|
Junji
Esaka
|
||
|
|
Managing
Director
|
|
|
Hitoshi
Otsuki
|
||
|
/s/Ikusaburo
Kashima*
|
Managing
Director
|
|
|
Ikusaburo
Kashima
|
||
|
|
Director
|
|
|
Ikuo
Uno
|
||
|
|
Director
|
|
|
Masayuki Oku
|
||
|
/s/Hidetsugu
Otsuru*
|
Director
|
|
|
Hidetsugu
Otsuru
|
|
|
Director
|
|
|
Makoto Uenoyama
|
||
|
|
Director
|
|
|
Masatoshi
Harada
|
||
|
/s/Masaharu
Matsushita*
|
Honorary
Chairman of the Board of Directors
|
|
|
Masaharu
Matsushita
|
and
Executive Advisor
|
|
|
/s/Yoichi
Nagata*
|
Authorized
Representative in the
|
|
|
Yoichi
Nagata
|
United
States
|
|
Exhibit
Number
|
||
|
(a)(2)
|
Form
of Amendment to Deposit Agreement.
|
|
|
(e)
|
Rule
466 Certification
|