CB/A 1 d936592dcba.htm FORM CB (AMENDMENT NO. 1) Form CB (Amendment No. 1)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO.1)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering)    ¨     
Securities Act Rule 802 (Exchange Offer)    x     
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)    ¨     
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)    ¨     
Exchange Act Rule 14e-2(d) (Subject Company Response)    ¨     
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)    ¨     

NITTETSU SUMIKIN TEKKUSUENJI KABUSHIKI KAISHA

(Name of Subject Company)

NIPPON STEEL & SUMIKIN TEXENG. CO., LTD.

(Translation of Subject Company’s Name into English (if applicable))

Japan

(Jurisdiction of Subject Company’s Incorporation or Organization)

NIPPON STEEL & SUMITOMO METAL CORPORATION

(Name of Person(s) Furnishing Form)

Common Stock

(Title of Class of Subject Securities)

N/A

(CUSIP Number of Class of Securities (if applicable))

Nobuya Kanbe

Senior Manager

General Administration Department

General Administration Division

Nippon Steel & Sumitomo Metal Corporation

6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8071, Japan

Tel: +81-3-6867-2513

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

N/A

(Date Tender Offer/Rights Offering Commenced)

 

 

 


PART I—INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

(a) The following document is attached as an exhibit to this Form:

 

Exhibit

number

  

Description

1    English translation of the joint press release regarding Nippon Steel & Sumitomo Metal Corporation making NIPPON STEEL & SUMIKIN TEXENG. Co., Ltd. its wholly-owned subsidiary through a share exchange dated as of April 28, 20151
2    English translation of the press release by Nippon Steel & Sumitomo Metal Corporation concerning the change in the number of shares in a unit of its shares, share consolidation, and a partial amendment to its Articles of Incorporation dated as of April 28, 20151
3    English translation of the notice titled “Notice of the 97th Ordinary General Meeting of Shareholders” of NIPPON STEEL & SUMIKIN TEXENG. Co., Ltd. dated June 5, 2015

(b) Not applicable.

 

Item 2. Informational Legends

A legend complying with Rule 802(b) under the U.S. Securities Act of 1933, as amended, is included in the English translations of the documents included as Exhibits 1, 2 and 3.

PART II—INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Not applicable.

PART III—CONSENT TO SERVICE OF PROCESS

Nippon Steel & Sumitomo Metal Corporation filed with the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X on April 28, 2015.

 

1 

Previously furnished to the Commission as part of Form CB on April 28, 2015.

 

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PART IV—SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

NIPPON STEEL & SUMITOMO METAL CORPORATION
By:  

/s/ Masato Matsuno

  Name: Masato Matsuno
 

Title:   Managing Executive Officer

            Head of Division,

            General Administration Division

Date: June 5, 2015

 

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