As Filed with the Securities and Exchange Commission on March 29, 2006.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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First Pacific Company Limited
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
BERMUDA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code, of
agent for service)
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
|_| on (Date) at (Time)
If a separate 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 Amount of
Title of each class of Amount Aggregate price aggregate registration
Securities to be registered to be registered per unit(1) offering price(1) fee
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American Depositary Shares evidenced by American 50,000,000 $.05 $2,500,000 $267.50
Depositary Receipts, each American Depositary Share American
evidencing five ordinary shares of First Pacific Depositary
Company Limited. Shares
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(1) 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.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (No. 33-32305) previously
filed by the registrant.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (17), (18) and (20)
deposited securities
(iii) The collection and distribution of Paragraphs (4), (14), (15), (17) and (20)
dividends
(iv) The transmission of notices, reports Paragraphs (9), (10), (13), (17), (18) and (20)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (15), (16), (17) and (20)
(vi) The deposit or sale of securities Paragraphs (14), 15, (17), (19) and (20)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (22) and (23)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (13)
inspect the transfer books of the
Depositary and the list of holders of
receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) (10) and (24)
or withdraw the underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (16), (20) and (22)
Depositary
(3) Fees and Charges Paragraph (7) and (8)
Item 2. Available Information
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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2(a) Statement that First Pacific Company Limited Paragraph (13)
furnishes 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 and documents
can be inspected by holders of American
Depositary Receipts and copied at public
reference facilities maintained by the
Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
* (1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as November 28, 1989, as amended and restated as of May 2, 1997,
among First Pacific Company Limited (the "Issuer"), The Bank of New York, as
Depositary (the "Depositary"), and each Owner and holder from time to time of
American Depositary Receipts ("ADRs") issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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 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 hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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* Incorporated by reference to Form F-6 Registration Statement No. 33-32305
filed by the Registrant with the Commission
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as November 28, 1989, as amended and restated as of May 2, 1997, among First
Pacific Company Limited, The Bank of New York, as Depositary, and each Owner and
holder of an American Depositary Receipt issued thereunder 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 March 29, 2006.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ U. Marianne Erlandsen
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Name: U. Marianne Erlandsen
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, First Pacific
Company Limited has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Bermuda on March 29,
2006.
First Pacific Company Limited
By: \s\ Mr. Albert F. del Rosario
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Name: Mr. Albert F. del Rosario
Title: Director & Authorized Representative
in the United States
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on March 29, 2006.
Name Title
---- -----
\s\ Mr. Anthoni Salim Chairman
---------------------------------
Mr. Anthoni Salim
\s\ Mr. Manuel V. Pangilinan Managing Director & CEO
--------------------------------- (Principal Executive Officer)
Mr. Manuel V. Pangilinan
\s\ Joseph H.P. Ng Executive Vice President, Group Finance
--------------------------------- (Principal Financial and Accounting
Joseph H.P. Ng Officer)
\s\ Mr. Edward A. Tortorici Director
---------------------------------
Mr. Edward A. Tortorici
Director
---------------------------------
Prof. Edward K.Y. Chen
Director
---------------------------------
Mr. Graham L. Pickles
Director
---------------------------------
Mr. David W. C. Tang
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\s\ Mr. Albert F. del Rosario Director & Authorized Representative
--------------------------------- in the United States
Mr. Albert F. del Rosario
Director
---------------------------------
Mr. Sutanto Djuhar
\s\ Mr. Tedy Djuhar Director
---------------------------------
Mr. Tedy Djuhar
Director
---------------------------------
Mr. Ibrahim Risjad
\s\ Mr. Benny S. Santoso Director
---------------------------------
Mr. Benny S. Santoso
\s\ Mr. Robert C. Nicholson Director
---------------------------------
Mr. Robert C. Nicholson
-8-
INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to
the legality of the securities being registered.
(5) Certification under Rule 466.
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