18-K/A 1 c09858e18vkza.htm FORM 18-K/A Form 18-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 18-K/A

For Foreign Governments and Political Subdivisions Thereof

AMENDMENT NO. 2
TO
ANNUAL REPORT

of

JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES

(Name of Registrant)

Date of end of last fiscal year: March 31, 2010

SECURITIES REGISTERED*

(As of close of fiscal year)
                 
    Amounts as to   Names of
    which registration   exchanges on
Title of Issue   is effective   which registered
N/A
     N/A       N/A  

Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
United States

Copies to:

Garth W. Bray
Sullivan & Cromwell LLP
Otemachi First Square
5-1, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
Japan

*   The registrant is filing this annual report on a voluntary basis.

 

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SIGNATURE
EXHIBIT INDEX
Exhibit 5.A.
Exhibit 5.B.
Exhibit 5.C.
Exhibit 5.D.
Exhibit 5.E.

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Explanatory Note: The Annual Report on Form 18-K of Japan Finance Organization for Municipalities (“JFM”) for the fiscal year ended March 31, 2010 (the “Annual Report”), as amended by Amendment No. 1 and this Amendment No. 2, is intended to be incorporated by reference into Registration Statement No. 333-162685 of JFM and Japan filed on October 27, 2009, as amended by the Pre-effective Amendment No. 1 thereto filed on April 16, 2010.

     In connection with the offer, issuance and sale by JFM of its 4.000% Guaranteed Bonds Due January 13, 2021 (the “Securities”), JFM hereby amends its Annual Report as follows:

1.   The following additional exhibits are hereby added to the Annual Report:

             
Exhibit
Number       Description
     
  5.     A.   Opinion, including consent and address, of Nagashima Ohno & Tsunematsu, Japanese counsel to JFM and Japan, in respect of the validity of the Securities
 
        B.   The names and addresses of the Underwriters of the Securities
 
        C.   Underwriting Agreement, relating to the Securities and guarantee thereof
 
        D.   Fiscal Agency Agreement, relating to the Securities and guarantee thereof (with the forms of Security and guarantee attached)
 
        E.   Schedule of expenses incurred or borne by or for the account of JFM in connection with the sale of the Securities

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan on the 7th day of January, 2011.

         
    JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES
 
    By   /s/ Yuji Watanabe
Name: Yuji Watanabe
Title: President and Chief Executive Officer

 

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EXHIBIT INDEX

             
Exhibit    
Number       Description
     
  5.     A.   Opinion, including consent and address, of Nagashima Ohno & Tsunematsu, Japanese counsel to JFM and Japan, in respect of the validity of the Securities
 
        B.   The names and addresses of the Underwriters of the Securities
 
        C.   Underwriting Agreement, relating to the Securities and guarantee thereof
 
        D.   Fiscal Agency Agreement, relating to the Securities and guarantee thereof (with the forms of Security and guarantee attached)
 
        E.   Schedule of expenses incurred or borne by or for the account of JFM in connection with the sale of the Securities