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Registration
No. 333-
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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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x immediately
upon filing
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oon
(Date) at
(Time)
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Title
of each class of
Securities
to be registered
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Amount
To
be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum
aggregate
offering price (2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one share of common stock of Matsushita
Electric Industrial Co., Ltd.
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200,000,000
American
Depositary Shares
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$0.05
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$10,000,000
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$1,070
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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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.
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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| (1) | Name and address of Depositary |
Introductory
paragraph
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| (2) | Title of American Depositary Receipts and identity of deposited securities |
Face
of American Depositary Receipt, top center
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| Terms of Deposit: | ||||
| (i) |
Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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| (ii) |
Procedure
for voting, if any, the deposited securities
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Paragraph
(12)
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| (iii) |
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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| (iv) |
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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| (v) |
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(4), (5), (10) and (13)
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| (vii) |
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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| (viii) |
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of ADR
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Paragraph
(3)
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| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), and (5)
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| (x) |
Limitation
upon the liability of the Depositary
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Paragraph
(14)
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| (3) | Fees and Charges |
Paragraph
(7)
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Item
Number and Caption
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Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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(b) Statement
that Matsushita Electric Industrial Co., Ltd. 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.
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Paragraph
(8)
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| (a) | (1) | Form of Deposit Agreement. Amended and Restated Deposit Agreement among Matsushita Electric Industrial Co., Ltd., 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 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. Filed herewith as Exhibit (d). |
| (e) |
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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.
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(b)
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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.
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| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
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By:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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| By: | /s/Joseph M. Leinhauser | ||
| Name: | Joseph M. Leinhauser | ||
| Title: | Vice President | ||
| Matsushita Electric Industrial Co., Ltd. | |||
| By: | /s/Kunio Nakamura | ||
| Name: | Kunio Nakamura | ||
| Title: | President and Director | ||
| (Principal Executive Officer) | |||
| Signature | Title | |
| /s/ Kunio Nakamura | President and Director | |
| Kunio Nakamura | (Principal Executive Officer) | |
| /s/ Masayuki Matsushita | Vice Chairman of the Board of Directors | |
| Masayuki Matsushita | ||
| /s/ Takami Sano | Executive Vice President and Director | |
| Takami Sano | ||
| /s/ Fumio Ohtsubo | Senior Managing Director | |
| Fumio Ohtsubo | ||
| /s/ Toshihiro Sakamoto | Managing Director | |
| Toshihiro Sakamoto |
| Signature | Title | |
| /s/ Shinichi Fukushima | Managing Director | |
| Shinichi Fukushima | ||
| /s/ Hidetsugu Otsuru | Director | |
| Hidetsugu Otsuru | ||
| /s/ Mikio Ito | Director | |
| Mikio Ito | ||
| /s/ Yoichi Morishita | Chairman of the Board of Directors | |
| Yoichi Morishita | ||
| /s/ Yoshifumi Nishikawa | Director | |
| Yoshifumi Nishikawa | ||
| /s/ Masaharu Matsushita | Honorary Chairman of the Board of Directors and Executive Advisor | |
| Masaharu Matsushita | ||
| /s/ Kazuo Toda | Executive Vice President and Director | |
| Kazuo Toda | ||
| /s/ Susumu Koike | Senior Managing Director | |
| Susumu Koike | ||
| /s/ Tetsuya Kawakami | Senior Managing Director | |
| Tetsuya Kawakami | (Principal Financial and Accounting Officer) | |
| /s/ Takahiro Mori | Managing Director | |
| Takahiro Mori | ||
| /s/ Yoshitaka Hayashi | Director | |
| Yoshitaka Hayashi |
| Signature | Title | |
| /s/ Masaki Akiyama | Director | |
| Masaki Akiyama | ||
| /s/ Ikusaburo Kashima | Director | |
| Ikusaburo Kashima | ||
| _______________ | Director | |
| Ikuo Uno | ||
| /s/Yoichi Nagata | Authorized Representative in the United States | |
| Yoichi Nagata |
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Exhibit
Number
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(a)(2)
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Form
of ADR.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 Certification
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