As filed with the U.S. Securities and Exchange Commission on November 18, 2003
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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BHP BILLITON LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
Victoria, Australia
(Jurisdiction of incorporation or organization of issuer)
JPMorgan Chase Bank
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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Earl Moore
1360 Post Oak Boulevard, Suite 150
Houston, Texas 77056
(713) 961-8414
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing [ ] on [date] at [time]
If a separate registration statement has been filed to register the deposited
shares, check the following box.
[ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount Offering Offering Registration
Securities to be Registered to be Registered Price Per Unit (1) Price (2) Fee
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American Depositary Shares evidenced by
American Depositary Receipts, each
American Depositary Shares representing
two ordinary shares of BHP Billiton
Limited. 100,000,000 $0.05 $5,000,000 $405
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(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.
Pursuant to Rule 429, the Prospectus contained herein also relates to American
Depositary Shares registered under Form F-6 Registration Statement Nos. 33-00256
and 33-40291.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("ADR" or "American Depositary Receipt") included as Exhibit A to the Deposit
Agreement filed as Exhibit (a) to this Registration Statement, which is
incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
----------------------------------------------------------- ------------------------------------------------
(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and identity Face of American Depositary Receipt, top center
of deposited securities
Terms of Deposit:
(i) Amount of deposited securities represented Face of American Depositary Receipt, upper right
by one unit of American Depositary Shares corner
(ii) Procedure for voting, if any, the deposited Paragraph (12)
securities
(iii) Collection and distribution of dividends Paragraphs (4), (5), (7) and (10)
(iv) Transmission of notices, reports and proxy Paragraphs (3), (8) and (12)
soliciting material
(v) Sale or exercise of rights Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from Paragraphs (4), (5), (10) and (13)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Paragraphs (16) and (17)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Paragraph (3)
transfer books of the Depositary and the list
of Holders of receipts
(ix) Restrictions upon the right to deposit or Paragraphs (1), (2), (4), and (5)
withdraw the underlying securities
(x) Limitation upon the liability of the Paragraph (14)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(b) Statement that BHP Billiton Limited is subject to Paragraph (8)
the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended,
and, accordingly, files certain reports with the
Securities and Exchange Commission
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement. Form of Amended and Restated Deposit
Agreement dated as of November , 2003 among BHP Billiton Limited,
JPMorgan Chase Bank, as depositary (the "Depositary"), and all
holders from time to time of ADRs issued thereunder (the "Deposit
Agreement"), including the Form of American Depositary Receipt, is
filed herewith as Exhibit (a).
(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) Certification under Rule 466. Filed herewith as Exhibit (e).
(f) Power of Attorney. Included as part of the signature pages hereto.
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 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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, 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 November 17,
2003.
Legal entity created by the form of Deposit Agreement for
the issuance of ADRs evidencing American Depositary
Shares
By: JPMORGAN CHASE BANK, as Depositary
By: /s/Joseph M. Leinhauser
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Name: Joseph M. Leinhauser
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BHP Billiton
Limited 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, on October 23, 2003.
BHP BILLITON LIMITED
By: /s/ Charles W. Goodyear
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Name: Charles W. Goodyear
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles W. Goodyear, Christopher
J. Lynch and Karen J. Wood, jointly and severally, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of October 23, 2003.
Signatures Title
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Chairman
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Don R. Argus
/s/ Charles W. Goodyear Chief Executive Officer
------------------------------ (Principal Executive Officer)
Charles W. Goodyear
/s/ Miklos (Mike) Salamon Executive Director
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Miklos (Mike) Salamon
/s/ John Buchanan Non-Executive Director
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John Buchanan
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Signatures Title
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/s/ David C. Brink Non-Executive Director
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David C. Brink
/s/ Michael A. Chaney Non-Executive Director
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Michael A. Chaney
/s/ David A. Crawford Non-Executive Director
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David A. Crawford
Non-Executive Director
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Cornelius A. Herkstroter
/s/ David A. Jenkins Non-Executive Director
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David A. Jenkins
Non-Executive Director
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Lord Renwick of Clifton
/s/ John M. Schubert Non-Executive Director
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John M. Schubert
/s/ Christopher J. Lynch Chief Financial Officer
------------------------------ (Principal Financial and Accounting Officer)
Christopher J. Lynch
/s/ Earl K. Moore Authorized Representative in the United States
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Earl K. Moore
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Form of Deposit Agreement.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities to be registered.
(e) Rule 466 Certification