As filed with the Securities and Exchange Commission on September 16, 2004
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 AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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TATA MOTORS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Republic of India
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street, 14th Floor
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Tata Incorporated
3 Park Avenue, 27th Floor
New York, New York 10016
(212) 213-5553
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
John D. Young, Jr., Esq. Herman H. Raspe, Esq.
Sullivan & Cromwell LLP Patterson, Belknap, Webb & Tyler LLP
Otemachi 1st Square East, 16F 1133 Avenue of the Americas
5-1, Otemachi 1-Chome New York, New York 10036
Chiyoda-ku, Tokyo 100-0004, Japan
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box: |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each 100,000,000 $5.00 $5,000,000.00 $633.50
American Depositary Share
representing one (1) ordinary share,
par value Rs.10 per share, of Tata
Motors Limited
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* Each unit represents 100 American Depositary Shares.
** 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 receipts evidencing American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement 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 paragraph.
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 - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of ADSs to inspect the transfer Face of Receipt - Paragraph (13).
books of the Depositary and the list of holders of
ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of ADSs and copied at
public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amended and Restated Deposit
Agreement filed as Exhibit (a) to this 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) Form of Amended and Restated Deposit Agreement, by and among Tata
Motors Limited, an Indian Company formerly known as Tata Engineering
and Locomotive Company Limited (the "Company"), Citibank, N.A., as
depositary (the "Depositary"), and all Holders and Beneficial Owners
of American Depositary Shares issued thereunder (the "Deposit
Agreement"). -- Filed herewith as Exhibit (a).
(b) Letter Agreement, dated as of September 15, 2004, by and between the
Company and the Depositary. -- Filed herewith as Exhibit (b).
(c) (i) Rule 144A Deposit Agreement, dated as of July 15, 1994 (the
Rule 144A Deposit Agreement as amended and supplemented from
time to time, the "Rule 144A Deposit Agreement"), among the
Company, Tata Sons Limited, the Depositary and all Holders and
Beneficial Owners of Rule 144A Global Depositary Receipts
issued thereunder. -- Filed herewith as Exhibit (c)(i).
(ii) Amendment No. 1 to Rule 144A Deposit Agreement, dated as of
July 19, 1996. -- Filed herewith as Exhibit (c)(ii).
(iii) Amendment No. 2 to Rule 144A Deposit Agreement, dated as of
September 30, 2002. -- Filed herewith as Exhibit (c)(iii).
(iv) International Deposit Agreement, dated as of July 15, 1994
(the International Deposit Agreement as amended and
supplemented from time to time, the "International Deposit
Agreement"), among the Company, Tata Sons Limited, the
Depositary and all Holders and Beneficial Owners of
International Global Depositary Receipts issued thereunder.
-- Filed herewith as Exhibit (c)(iv).
(v) Amendment No. 1 to International Deposit Agreement, dated as
of July 19, 1996. -- Filed herewith as Exhibit (c)(v).
(vi) Amendment No. 2 to International Deposit Agreement, dated as
of September 30, 2002. -- Filed herewith as Exhibit (c)(vi).
(vii) Letter Agreement, dated August 13, 1996, supplementing the
Rule 144A Deposit Agreement and the International Deposit
Agreement. -- Filed herewith as Exhibit (c)(vii).
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(viii) Letter Agreement, dated August 19, 2002, supplementing the
Rule 144A Deposit Agreement and the International Deposit
Agreement. -- Filed herewith as Exhibit (c)(viii).
(ix) Letter Agreement, dated July 31, 2003, supplementing the Rule
144A Deposit Agreement and the International Deposit
Agreement. -- Filed herewith as Exhibit (c)(ix).
(x) Letter Agreement, April 27, 2004, supplementing the
International Deposit Agreement. -- Filed herewith as Exhibit
(c)(x).
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(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
the 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 a ADSs 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
Amended and Restated Deposit Agreement, by and among Tata Motors Limited,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time
to time of American Depositary Shares 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 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 15th day of September, 2004.
Legal entity created by the Amended
and Restated Deposit Agreement
under which the American Depositary
Shares registered hereunder are to
be issued, each American Depositary
Share representing one (1) ordinary
share, par value Rs. 10 per share,
of Tata Motors Limited.
CITIBANK, N.A., solely in its
capacity as Depositary
By: /s/ Susanna Mancini
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Name: Susanna Mancini
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Tata Motors 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 on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Bombay, Republic of India, on September 15, 2004.
TATA MOTORS LIMITED
By: /s/ Praveen P. Kadle
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Name: Praveen P. Kadle
Title: Executive Director
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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 Mr. Ratan N. Tata, Chairman, Mr.
Praveen P. Kadle, Executive Director (Finance & Corporate Affairs) and Mr. H.K.
Sethna, Company Secretary, singly and severally, to act as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his 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 Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on September 15, 2004.
Signature Title
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/s/ Ratan N. Tata Chairman of the Board of Directors
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Name: Ratan N. Tata
/s/ Praveen P. Kadle Executive Director (Finance & Corporate
----------------------------- Affairs)(Principal Financial Officer)
Name: Praveen P. Kadle
/s/ P. Y. Gurav Pricipal Accounting Officer/Controller
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Name: P. Y. Gurav
/s/ N. A. Soonawala Director
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Name: N. A. Soonawala
/s/ Dr. J. J. Irani Director
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Name: Dr. J. J. Irani
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Signature Title
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/s/ J. K. Setna Director
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Name: J. K. Setna
/s/ V. R. Mehta Director
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Name: V. R. Mehta
/s/ R. Gopalakrishnan Director
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Name: R. Gopalakrishnan
Director
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Name: Nusli N. Wadia
/s/ Helmut Petri Director
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Name: Helmut Petri
/s/ S. A. Naik Director
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Name: S. A. Naik
/s/ Ravi Kant Executive Director
----------------------------- Principal Executive Officer
Name: Ravi Kant
/s/ Dr. V. Sumantran Executive Director
----------------------------- Principal Executive Officer
Name: Dr. V. Sumantran
/s/ P. K. M. Fietzek Alternate Director to Mr. H. Petri
-----------------------------
Name: P. K. M. Fietzek
/s/ Bharat Wakhlu Authorized Representative in the United
----------------------------- States
Name: Bharat Wakhlu
Tata Incorporated
New York, U.S.A.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Amended and Restated Deposit Agreement
(b) Letter Agreement, dated September 15, 2004
(c)(i) Rule 144A Deposit Agreement
(c)(ii) Amendment No. 1 to Rule 144A Deposit Agreement
(c)(iii) Amendment No. 2 to Rule 144A Deposit Agreement
(c)(iv) International Deposit Agreement
(c)(v) Amendment No. 1 to International Deposit Agreement
(c)(vi) Amendment No. 2 to International Deposit Agreement
(c)(vii) Letter Agreement dated August 13, 1996
(c)(viii) Letter Agreement dated August 19, 2002
(c)(ix) Letter Agreement dated July 31, 2003
(c)(x) Letter Agreement dated April 27, 2004
(d) Opinion of counsel to the Depositary