As filed with the Securities and Exchange Commission on July 2, 2009
Registration No. 333-09384
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSIT RECEIPTS
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ORIX KABUSHIKI KAISHA
(Exact Name of Registrant as Specified in Its Charter)
ORIX CORPORATION
(Translation of registrant's name into English)
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Japan
(Jurisdiction of incorporation or organization of issuer)
Citibank, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone
number, including area code, of depositary's
principal executive offices)
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ORIX USA Corporation
Elizabeth Palmer Daane
1717 Main St., Suite 900
Dallas, Texas 75201
(214) 237-2000
(Name, address and telephone number of agent for service)
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Please send copies of all communications to:
Theodore A. Paradise Herman H. Raspe, Esq.
Davis Polk & Wardwell LLP Patterson Belknap Webb & Tyler LLP
Izumi Garden Tower 33F 1133 Avenue of the Americas
1-6-1 Roppongi, Minato-Ku New York, New York 10036
Tokyo, 106-6033 Japan
+81-3-5561-4421
It is proposed that this filing become effective under Rule 466
(check appropriate box):
|X| immediately upon filing
|_| on (date) at (time)
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If a separate registration statement has been filed to register the deposited
shares check the following box: |X|
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This Post Effective Amendment No. 1 to Registration Statement on Form F-6 may be
executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and the
same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Introductory Article
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (c) and (d).
securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (a).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (m);
soliciting material Reverse of Receipt - Paragraph (c).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (a)
and (c).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (c) and (f);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (a) and (e).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (i) and (j) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (m).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (b), (c), (d), (f),
the underlying securities (g), (i) and (j).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (g);
Reverse of Receipt - Paragraphs (f) and (g).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (j).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (m).
The issuer is subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with, and submits certain reports to, the U.S. Securities and Exchange
Commission (the "Commission"). These reports can be retrieved from the
Commission's internet website (www.sec.gov), and can be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington D.C. 20549
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PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt included as
Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Post Effective
Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein
by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Deposit Agreement, dated September 16, 1998 by and among ORIX
Corporation, Citibank, N.A., as Depositary, and the holders and
beneficial owners of American Depositary Shares evidenced by
American Depositary Receipts - Filed herewith as Exhibit (a)(i).
(a)(ii) Letter Agreement, dated as of October 29, 2007 between ORIX
Corporation and Citibank, N.A. - Filed herewith as Exhibit (a)(ii).
(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 -
None.
(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. - None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. - previously filed.
(e) Certificate under Rule 466 - attached hereto as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company - Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, as amended, by and among ORIX Corporation, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares evidenced by American Depositary Receipts to be issued
thereunder, 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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 2nd day of July, 2009.
Legal entity created by the Deposit
Agreement as amended, under which the
American Depositary Receipts evidencing
American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing 0.5 Common
Shares, no par value per share, of ORIX
Corporation.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Keith G. Galfo
----------------------------------------
Name: Keith G. Galfo
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
ORIX Corporation 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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned thereunto duly authorized, in Tokyo, Japan, on
July 2, 2009
ORIX Corporation
/s/ Yukio Yanase
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Name: Yukio Yanase
Title: Director, Representative Executive Officer,
President and Chief Operating Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Haruyuki Urata, Director, Deputy
President and Chief Financial Officer, Yuichi Nishigori, Executive Officer,
Kiyoshi Fushitani, Senior Managing Director, Kenichi Ueshima, Senior Managing
Director to act as his/her true and lawful attorney-in-fact and agent, with full
power of substitution, for him/her and in his/her name, place and stead, in any
and all such capacities, to sign any and all amendments, including
post-effective amendments, and supplements to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the United States Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on the 2nd day
of July, 2009
Signature Title
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Director, Representative Executive Officer,
Chairman and Chief Executive Officer
/s/ Yoshihiko Miyauchi (Principal executive officer)
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Yoshihiko Miyauchi
Director, Representative Executive Officer,
President and Chief Operating Officer
/s/ Yukio Yanase (Principal executive officer)
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Yukio Yanase
/s/ Hiroaki Nishina Director, Deputy President
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Hiroaki Nishina
Director, Deputy President and Chief Financial
Officer (Principal financial officer and
/s/ Haruyuki Urata principal accounting officer)
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Haruyuki Urata
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/s/ Kazuo Kojima Director, Corporate Executive Vice President
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Kazuo Kojima
/s/ Yoshiyuki Yamaya Director, Corporate Executive Vice President
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Yoshiyuki Yamaya
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
By: /s/ Hideto Nishitani
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Name: Hideto Nishitani
Title: Deputy President,
ORIX USA Corporation
as the duly authorized representative of
ORIX Corporation in the
United States
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EXHIBIT INDEX
(a)(1) Deposit Agreement, dated September 16, 1998, by and among ORIX
Corporation, Citibank, N.A., as Depositary and the Holders and
Beneficial Owners of American Depositary Shares Evidenced by
American Depositary Receipts.
(a)(2) Letter Agreement dated as of October 29, 2007 between ORIX
Corporation and Citibank, N.A. as Depositary.
(e) Rule 466 Certification.