UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
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) | ¨ | ||
Hitachi Makuseru Kabushiki Kaisha
(Name of Subject Company)
Hitachi Maxell, Ltd.
(Translation of Subject Company’s Name into English (if applicable))
Japan
(Jurisdiction of Subject Company’s Incorporation or Organization)
Hitachi, Ltd.
(Name of Person(s) Furnishing Form)
Common Stock
(Title of Class of Subject Securities)
Not Applicable
(CUSIP Number of Class of Securities (if applicable))
Hitachi Maxell, Ltd.
1-1-88, Ushitora, Ibaraki-shi, Osaka 567-8567, Japan
+81-72-623-7574
(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)
Copies to:
Legal Division
Hitachi, Ltd.
6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan
+81-3-3258-1111
Theodore A. Paradise
Davis Polk & Wardwell LLP
Izumi Garden Tower 33F
1-6-1 Roppongi, Minato-ku, Tokyo 106-6033, Japan
+81-3-5561-4421
January 14, 2010
(Date Tender Offer/Rights Offering Commenced)
PART I INFORMATION SENT TO SECURITY HOLDERS
| Item 1. | Home Jurisdiction Documents |
| (a) | See Exhibit I.1(a): English translation of News Release dated January 14, 2010 regarding the share exchange between Hitachi, Ltd. and Hitachi Maxell, Ltd. |
| (b) | Not applicable. |
| Item 2. | Informational Legends |
Included in Exhibit I.1(a).
PART II INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
| (1) | See Exhibits II(1).1: English translation of Extraordinary Report to Kanto Local Finance Bureau dated January 14, 2010 under the Financial Instruments and Exchange Law of Japan regarding the share exchange between Hitachi, Ltd. and Hitachi Maxell, Ltd., filed by Hitachi, Ltd. and II(1).2: English translation of Extraordinary Report to Kanto Local Finance Bureau dated January 14, 2010 under the Financial Instruments and Exchange Law of Japan regarding the share exchange between Hitachi, Ltd. and Hitachi Maxell, Ltd., filed by Hitachi Maxell, Ltd. |
| (2) | Not applicable. |
| (3) | Not applicable. |
PART III CONSENT TO SERVICE OF PROCESS
A written irrevocable consent and power of attorney on Form F-X is filed concurrently with the Commission on January 14, 2010.
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.
| /s/ TOSHIAKI KUZUOKA | ||||
| (Signature) | ||||
| Toshiaki Kuzuoka | ||||
| Vice President and Executive Officer | ||||
| (Name and Title) | ||||
| January 14, 2010 | ||||
| (Date) | ||||