SKF Inc – ‘424B3’ on 5/10/05

On:  Tuesday, 5/10/05, at 3:12pm ET   ·   Accession #:  1198877-5-18   ·   File #:  33-00241

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            15     42K 

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                                                                    May 10, 2005

Via Edgar                                                                       
---------                                                                       

Securities and Exchange Commission                                              
450 Fifth Street N.W.                                                           
Washington, D.C. 20549                                                          

         Rule 424(b)(3) Filing in respect of Form F-6 Registration Statement No.
    033-00241 for American Depositary Shares each representing one (1)
      Non-Restricted B share, nominal value SEK 2.50 each, (the "Deposited
     Shares"), of AKTIEBOLAGET SKF, a corporation organized and existing
under the laws of the Kingdom of Sweden (the "Company").      

Ladies and Gentlemen:                                                           

   On behalf of Citibank, N.A., as Depositary (the "Depositary") and
acting on behalf of the legal entity created by the Deposit Agreement, dated as 
of September 1, 1985, (the "Deposit Agreement"), by and among the Company, the  
Depositary and all Holders from time to time of American Depositary Shares      
("ADSs") evidenced by American Depositary Receipts ("ADRs"), each representing  
one (1) Deposited Share, I enclose for filing with the Securities and Exchange  
Commission (the "Commission"), pursuant to Rule 424(b)(3) promulgated by the    
Commission under the Securities Act of 1933, as amended (the "Act"), one (1)    
copy of a form of the ADRs which are to be issued by the Depositary and which   
reflect the change in the nominal value of the Company from SEK 12.50 to SEK    
2.50. The CUSIP Number remains the same.                                        

         As required by Rule 424(e) under the Act, the cover of the enclosed ADR
has been marked to indicate the paragraph of Rule 424 under which the filing is 
being made and the file number of the Form F-6 Registration Statement previously
filed and declared effective in respect of the ADRs.                            

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        In anticipation of any subsequent filings with, and/or submissions to,
the Commission that the Company and/or the Depositary may make, we respectfully 
request that the Commission modify its records to reflect the change in the     
nominal value of the Company from SEK 12.50 to SEK 2.50. The CUSIP Number       
remains the same.                                                               

In the event any member of the Staff of the Commission has any
questions or comments concerning this filing, such person should contact the    
undersigned at (212) 816-6856.                                                  

                           Very truly yours,

                                /s/ Audrey E. Williams
                                ----------------------
                            Audrey E. Williams

Enclosures                                                                      

cc:      Paul M. Dudek, Esq. (Securities and Exchange Commission - Office of    
International Corporate Finance)                              
Susanna Ansala (Citibank, N.A. - ADR Department)              
Mark Gherzo (Citibank, N.A. - ADR Department)                 

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                                                Rule 424 (b)(3) F-6 Registration
                                                         Statement No. 033-00241

EXHIBIT A 

Number                                                                          

                                                      AMERICAN DEPOSITARY SHARES
                                                              (EACH REPRESENTING
                                                                          RIGHTS
                                                             ATTRIBUTABLE TO ONE
                                                         NON-RESTRICTED B SHARE)

 (FORM OF FACE OF RECEIPT)

 AMERICAN DEPOSITARY RECEIPT

 FOR

AMERICAN DEPOSITARY SHARES

representing

 DEPOSITED NON-RESTRICTED B SHARES

of

AKTIEBOLAGET SKF

 (Organized under the laws of the Kingdom of Sweden)

       CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as Depositary (herein called the
Depositary), hereby certifies that is the owner of American Depositary Shares,  
representing deposited Non-Restricted B Shares or evidence of rights to receive 
such Shares, SEK 2.50 nominal value per share (herein called the Shares) of     
AKTIEBOLAGET SKF organized under the laws of the Kingdom of Sweden (herein      
called the Company). At the date hereof, each American Depositary Share         
represents rights attributable to one Share deposited under the Deposit         
Agreement (as hereinafter defined) with a Custodian (herein called a Custodian  
or the Custodian or, together, the Custodians) which at the date hereof are the 
principal Stockholm offices of either Skandinaviska Enskilda Banken or Svenska  
Handelsbanken.                                                                  

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       (1) The Deposit Agreement. This American Depositary Receipt is one of
---------------------                                 
an issue (herein called the Receipts), all issued and to be issued upon the     
terms and conditions set forth in the Deposit Agreement, dated as of September  
1, 1985 (herein called the Deposit Agreement), by and among the Company, the    
Depositary and all Holders from time to time of Receipts issued thereunder, each
of whom by accepting a Receipt agrees to become a party thereto and becomes     
bound by all the terms and provisions thereof. The Deposit Agreement sets forth 
the rights of Holders of the Receipts and the rights and duties of the          
Depositary in respect of the Shares deposited thereunder and any and all other  
securities, property and cash from time to time received in respect of such     
Shares and held thereunder (such Shares, securities, property and cash are      
herein called Deposited Securities). Copes of the Deposit Agreement are on file 
at the principal offices of the Depositary and the Custodians. The statements   
made on the face and the reverse of this Receipt are summaries of certain       
provisions of the Deposit Agreement and are qualified in their entirety by and  
subject to the detailed provisions of the Deposit Agreement, to which reference 
is hereby made.                                                                 

        (2) Surrender of Receipts and Withdrawal of Deposited Securities. Upon
      ------------------------------------------------------------
surrender at the Principal Office of the Depositary of this Receipt, and upon   
payment of the fee of the Depositary provided in Paragraph (6) of this Receipt, 
and subject to the terms and conditions of the Deposit Agreement, the Holder    
hereof is entitled to delivery, to him or upon his order, of the Deposited      
Securities at the time represented by the American Depositary Shares for which  
this Receipt is issued. Delivery of such Deposited Securities may be made by the
delivery of a certificate or certificates therefor, or of other appropriate     
evidence of title thereto, properly endorsed or accompanied by proper           
instruments of transfer to such Holder or as ordered by him. Such delivery will 
be made without unreasonable delay and, at the option of such Holder, either at 
the office of a Custodian or at the Principal Office of the Depositary, provided
that the forwarding of Shares or other Deposited Securities for such delivery at
the Principal Office of the Depositary in the Borough of Manhattan, The City of 
New York shall be at the risk and expense of the Holder hereof.                 

         (3) Transfers, Split-ups and Combinations. This Receipt is transferable
-------------------------------------                 
on the books of the Depositary by the Holder hereof in person or by duly        
authorized attorney, upon surrender of this Receipt properly endorsed or        
accompanied by proper instruments of transfer and duly stamped as may be        

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required by law; provided, however, that the Depositary may close the transfer  
books, at any time or from time to time, when deemed expedient by it in         
connection with the performance of its duties under the Deposit Agreement. This 
Receipt may be split into other Receipts or may be combined with other Receipts 
into one Receipt representing the same aggregate number of American Depositary  
Shares as the Receipt or Receipts surrendered. As a condition precedent to the  
execution and delivery, registration of transfer, split-up, combination or      
surrender of any Receipt or withdrawal of any Deposited Securities, the         
Depositary or a Custodian may require payment of a sung sufficient to reimburse 
it for any tax or other governmental charge and any stock transfer, registration
or conversion fee with respect thereto and payment of any applicable fees as    
provided in Paragraph (6) of this Receipt, may require the production of proof  
satisfactory to it as to the identity and genuineness of any signature and may  
also require compliance with such regulations, if any, as the Depositary may    
establish consistent with the provisions of the Deposit Agreement.              

        The Depositary may refuse to execute and to deliver Receipts, register
the transfer of any Receipt or make any distribution of, or related to,         
Deposited Securities until it has received such proof of citizenship, residence,
exchange control approval or other information as it may deem necessary or      
proper. The delivery of Receipts against deposits of Shares generally may be    
suspended, or the delivery of Receipts against the deposit of particular Shares 
may be withheld, or the registration of transfer of Receipts in particular      
instances may be refused or the registration of transfers or surrenders of      
outstanding Receipts generally may be suspended, during any period when the     
transfer books of the Depositary or the Company (or the appointed agent of the  
Company for transfer and registration of the Shares, which may but need not be  
Vardepapperscentralen VPC Aktiebolag (the "VPC")) are closed, if any such action
is deemed necessary or advisable by the Depositary or the Company at any time or
from time to time. Without limitation of the foregoing the Depositary will not  
knowingly accept for deposit under the Deposit Agreement any Shares which, if   
sold by the Holder thereof in the United States or its territories would be     
subject to the registration provisions of the securities Act of 1933, unless a  
registration statement is in effect as to such Shares or unless the offering and
sale of such Shares is exempt from registration under the provisions of such    
Act.                                                                            

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     (4) Liability of Holder for Taxes. If any tax or other governmental
-----------------------------                         
charge shall become payable with respect to any Deposited Securities,           
represented hereby, such tax or other governmental charge shall be payable by   
the Holder hereof to the Depositary. The Depositary may refuse to effect any    
registration of transfer of this Receipt or any withdrawal of Deposited         
Securities represented hereby until such payment is made and may withhold any   
dividends or other distributions, or may sell for the account of the Holder     
hereof any part or all of the Deposited Securities represented hereby, and may  
apply such dividends or other distributions or the proceeds of any such sale in 
payment of such tax or other governmental charge the Holder hereof remaining    
liable for any deficiency.                                                      

       (5) Warranties by Depositor. Every person depositing Shares under the
-----------------------                               
Deposit Agreement shall be deemed thereby to represent and warrant that such    
Shares and each certificate therefor are validly issued fully paid and          
non-assessable, and that the person making such deposit is duly authorized so to
do. Such representations and warranties shall survive the deposit of Shares and 
issuance of Receipts.                                                           

         (6) Charges of Depositary. The Depositary will charge the party to whom
---------------------                                 
Receipts are delivered against deposits, and the party surrendering Receipts for
delivery of Deposited securities, $5.00 for each 100 American Depositary Shares 
(or portion thereof) represented by the Receipts issued or surrendered. The     
Company will pay the other charges of the Depositary and those of any Registrar 
under the Deposit Agreement, with the exception of (i) taxes and other          
governmental charges, (ii) share transfer, exchange or registration fees on     
deposits and withdrawals of Shares, (iii) such cable, telex and facsimile       
transmission and delivery charges as are expressly provided in the Deposit      
Agreement to be at the expense of persons depositing Shares or Holders of       
Receipts, and (iv) such expenses as are incurred by the Depositary in the       
conversion of foreign currency into dollars.                                    

    (7) Title to Receipt. It is a condition of this Receipt, and every
----------------                                      
successive Holder hereof by accepting or holding the same consents and agrees,  
that title to this Receipt (and to the American Depositary Shares evidenced     
hereby) when properly endorsed or accompanied by proper instruments of transfer,
is transferable by delivery with the same effect as in the case of a negotiable 
instrument; provided, however, that the Depositary, notwithstanding any notice  

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to the contrary, may treat the person in whose name this Receipt is registered  
on the books of the Depositary as the absolute owner hereof for the purpose of  
determining the person entitled to distribution of dividends or other           
distributions or to any notice provided for in the Deposit Agreement, and for   
all other purposes.                                                             

    (8) Validity of Receipt. This Receipt shall not be entitled to any
-------------------                                   
benefits under the Deposit Agreement or be valid or obligatory for any purpose, 
unless this Receipt shall have been executed by the Depositary by the manual    
signature of a duly authorized officer or, if a Registrar for the Receipts shall
have been appointed, such signature may be a facsimile if this receipt is       
countersigned by the manual signature of a duly authorized officer of such      
Registrar.                                                                      

      (9) Available Information. The Company files with the Securities and
---------------------                                 
Exchange Commission (the "Commission") reports and other information required by
the United States Securities Exchange Act of 1934. All documents filed by the   
Company with the Commission can be inspected by Holders of Receipts and copied  
at public reference facilities maintained by the Securities and Exchange        
Commission in Washington, D.C.                                                  

Dated:                                                                          

                         CITIBANK, N.A.,
                                       as Depositary

            By
                                                --------------------------------
                                    (Authorized Officer)

The address of the Principal Office of the Depositary is 388 Greenwich Street,  
14th Floor, New York, New York 10013.                                           

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(FORM OF REVERSE OF RECEIPT)

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT

        (1) Dividends and Distributions; Rights. Whenever the Depositary shall
-----------------------------------                   
receive any cash dividend or other cash distribution on the Deposited           
Securities, the Depositary shall, if at the time of receipt thereof any amounts 
received in a currency other than United States dollars can in the judgment of  
the Depositary be converted on a reasonable basis into United States dollars    
transferable to the United States, and, subject to the provisions of the Deposit
Agreement, convert such dividend or distribution into United States dollars and 
shall distribute the amount thus received to the Holders of Receipts entitled   
thereto in proportion to the number of American Depositary Shares representing  
such Deposited Securities held by them respectively; provided, however, that the
amount distributed shall be reduced by any amounts required to be withheld by   
the Company, its agent or the Depositary on account of taxes. If in the judgment
of the Depositary amounts received in currency other than United States dollars 
may not be converted on a reasonable basis into United States dollars           
transferable to the United States, or may not be so convertible for all of the  
Holders of Receipts entitled thereto, the Depositary may in its discretion make 
such conversion, if any, and distribution in United States dollars to the extent
permissible to the Holders of Receipts entitled thereto and may distribute the  
balance of such currency received and not so convertible by the Depositary to,  
or hold such balance for the account of, the Holders of Receipts entitled       
thereto. If in the opinion of the Depositary any distribution other than cash or
Shares upon any Deposited Securities cannot be made proportionately among the   
Holders of Receipts entitled thereto, or if for any other reason the Depositary 
deems such distribution not to be feasible, the Depositary may adopt such method
as it may deem equitable for the purpose of effecting such distribution,        
including the sale (at public or private sale, at such place or places and upon 
such terms as it may deem proper) of the securities or property thus received,  
or any part thereof, and the net proceeds of any such sale will be distributed  
by the Depositary to the Holders of Receipts entitled thereto as in the case of 
a distribution received in cash. If any distribution upon any Deposited         
Securities consists of a dividend in, or free distribution of, Shares, the      
Depositary may with the Company's approval, and shall if the Company shall so   
request, distribute to the Holders of outstanding Receipts entitled thereto, in 
proportion to the number of America Depositary Shares representing such         

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Deposited Securities held by them respectively, additional Receipts for an      
aggregate number of American Depositary Shares representing the number of Shares
received as such dividend or free distribution. In lieu of delivering Receipts  
for fractional American Depositary Shares in any such case, the Depositary may  
sell the number of Shares represented by the aggregate of such fractions and    
distribute the net proceeds, converted into United States dollars if not in such
dollars (if such conversion may in the judgment of the Depositary be achieved on
a reasonable basis), to the Holders of Receipts entitled thereto, if additional 
Receipts are not so distributed (except as provided in the preceding sentence), 
each American Depositary Share shall thenceforth also represent the additional  
Shares distributed upon the Deposited Securities represented thereby. In the    
event that the Company shall offer or cause to be offered to the holders of any 
Deposited Securities any rights to subscribe for additional Shares or any rights
of any nature, the Depositary shall have discretion as to whether such rights   
are to be made available to the Holders of Receipts; provided, however, that the
Depositary shall, if requested by the Company, either (a) make such rights      
available to Holders of Receipts by means of warrants or otherwise, if lawful   
and feasible, or (b) if making such rights available is not lawful or not       
feasible, or if the rights represented by such warrants or other instruments are
not exercised and appear to be about to lapse, sell such rights or warrants or  
other instruments at public or private sale, at such place or places and upon   
such terms as the Depositary may deem proper, and allocate the proceeds of any  
such sale for account of the Holders of Receipts otherwise entitled thereto upon
an averaged or other practicable basis without regard to any distinctions among 
such Holders because of exchange restrictions, or the date of delivery of any   
Receipt or Receipts, or otherwise.                                              

         (2) Record Dates. Whenever any cash dividend or other cash distribution
------------                                          
stall become payable or any distribution other than cash shall be made, or      
whenever rights shall be issued, with respect to the Deposited Securities, or   
whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, the Depositary will fix a record date as close as
practicable to the date corresponding to the record date fixed by the Company it
respect of the Shares for the determination of the Holders of Receipts who shall
be entitled to receive such dividend, distribution or rights, or the net        
proceeds of the sale thereof, or to give instructions for the exercise of voting

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rights at any such meeting, subject to the provisions of the Deposit Agreement. 

   (3) Voting of Deposited Securities. Upon receipt of notice of any
------------------------------                        
meeting of holders of Shares or other Deposited Securities, the Depositary      
shall, as soon as practicable, fix a record date for determining the Holders of 
Receipts entitled to give instructions for the exercise of voting rights, as    
provided in Section 4.07 of the Deposit Agreement, and mail to the Holders of   
Receipts a notice which shall contain (a) such information as is contained in   
such notice of meeting and (b) a statement that a Holder of Receipts at the     
close of business on a specified record date will only be entitled to exercise  
the voting rights, if any, pertaining to the Shares represented thereby. A      
precondition for exercising any such voting rights is that such Holder is       
registered in the register of stockholders of the Company not less than ten     
business days prior to the date of the meeting and gives notice of his intention
to attend the meeting in person or by proxy, not later than a date (being not   
earlier than five days before the meeting) specified in the notice convening the
meeting. Pursuant to these requirements, Holders of Receipts will be entitled to
deposit their Receipts in a blocked account with the Depositary and to instruct 
the Depositary to request a Custodian to cause the equivalent underlying Shares 
to be registered in the Holder's name and to give notice to the Company of the  
Holder's intention to attend the meeting and to vote the Shares at such a       
meeting in person or by proxy. Such notice shall also contain a statement that a
Holder of Receipts who deposits his Receipts in a blocked account with the      
Depositary and who instructs a Custodian to register in the Holder's name the   
equivalent underlying Shares for the purpose of voting such Shares at any       
meeting of holders of Shares may instruct the Depositary, immediately following 
any such meeting, to request such Custodian to reregister the Shares in the name
in which such Shares were previously registered and to release to the Holder    
from the blocked account the Receipts representing such Shares.                 

        (4) Changes Affecting Deposited Securities. Upon any change in nominal
--------------------------------------                
value, split-up, consolidation or any other reclassification of Deposited       
Securities, or upon any recapitalization, reorganization, merger or             
consolidation or sale of assets affecting the Company or to which it is a party,

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any securities which shall be received by the Depositary in exchange for or in  
conversion of or in respect of Deposited Securities shall be treated as new     
Deposited Securities under the Deposit Agreement, and the American Depositary   
Shares shall thenceforth represent the new Deposited Securities so received in  
exchange or conversion, unless additional or new Receipts are delivered pursuant
to the following sentence. In any such case the Depositary may execute and      
deliver additional Receipts as in the case of a stock dividend, or call for the 
surrender of outstanding Receipts to be exchanged for new Receipts. Immediately 
upon the occurrence of any such change, conversion or exchange covered by this  
Section in respect of the Deposited Securities the Depositary shall give notice 
thereof in writing to all Holders of Receipts.                                  

     (5) Reports; Inspection of Transfer Books. The Depositary will make
-------------------------------------                 
available for inspection by Holders of Receipts at its Principal Office any     
reports and communications received from the Company which are received by the  
Depositary as the owner of the Deposited Securities. The Depositary will also   
send to Holders of Receipts copies of such reports when furnished by the Company
as provided in the Deposit Agreement. The Depositary will keep books for the    
registration of Receipts and their transfer which at all reasonable times will  
be open for inspection by the Company and Holders of Receipts, provided that    
such inspection shall not be for the purpose of communicating with Holders of   
Receipts in the interest of a business or object other than the business of the 
Company or a matter related to the Deposit Agreement or the Receipts.           

  (6) Taxation. Notwithstanding any other provision of the Deposit
--------                                              
Agreement, in the event that the Depositary determines that any distribution in 
property (including Shares or rights to subscribe therefore) is subject to any  
tax which the Depositary is obligated to withhold, the Depositary may dispose of
all or a portion of such property (including Shares and rights to subscribe     
therefor) in such amounts and in such manner as the Depositary deems necessary  
and practicable to pay such taxes, by public or private sale, at such place or  
places and upon such terms as it may deem proper, and the Depositary shall      
distribute the net proceeds of any such sale after deduction of such taxes to   
the Holders of Receipts entitled thereto.                                       

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      (7) Liability of the Company and Depositary. Neither the Company nor
---------------------------------------               
the Depositary shall incur any liability to any Holder of this Receipt, if by   
reason of any provision of any present or future law of any country or of any   
governmental authority, or by reason of any provision, present or future, of the
Articles of Association of the Company, or by reason of any act of God or war or
other circumstance beyond its control, the Depositary or the Company shall be   
prevented or forbidden from doing or performing any act or thing which by the   
terms of the Deposit Agreement it is provided shall be done or performed.       
Neither the Company nor the Depositary assumes any obligation or shall be       
subject to any liability under the Deposit Agreement to Holders of Receipts,    
except that they agree to use their best judgment and good faith in the         
performance of such duties as are specifically set forth in the Deposit         
Agreement. Neither the Company nor the Depositary shall be under any obligation 
to appear in, prosecute or defend any action, suit or other proceeding in       
respect of any Deposited Securities or in respect of the Receipts, which in its 
opinion may involve it in expense and liability, unless indemnity satisfactory  
to it against all expense and liability be furnished as often as may be         
required, and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of a Custodian being solely to the      
Depositary. Neither the Company nor the Depositary shall be liable for any      
action or non-action by it in reliance upon the advice of or information from   
legal counsel, accountants, any person presenting Shares for deposit, any Holder
of a Receipt, or any other person believed by it in good faith to be competent  
to give such advice or information. The Depositary will not he responsible for  
any failure to carry out any instructions to vote any of the Deposited          
Securities, or for the manner in which any such vote is cast or the effect of   
any such vote, provided that any such action or non-action is in good faith. The
Depositary may own and deal in any class of securities of the Company and its   
affiliates and in Receipts. The Company agrees to indemnify the Depositary and  
any Custodian against, and hold each of them harmless from, any liability which 
may arise out of acts performed in accordance with the provisions of the Deposit
Agreement and of the Receipts, as the same may be amended, modified or          
supplemented from time to time, (i) by either the Depositary or a Custodian,    
except for any liability or expense arising out of the negligence or bad faith  
of either of them, or (ii) by the Company or any of its agents.                 

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(8) Resignation and Removal of Depositary; Substitution of the
    ----------------------------------------------------------
Custodian. The Depositary may at any time resign as Depositary under the Deposit
Agreement by written notice of its election so to do delivered to the Company,  
such resignation to take effect upon the appointment of a successor depositary  
and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such  
removal, effective upon the appointment of a successor depositary and its       
acceptance of such appointment as provided in the Deposit Agreement. The term   
"Depositary" shall also refer to any successor depositary appointed pursuant to 
this Paragraph (8). The Depositary may at any time appoint a substitute         
custodian and the term "Custodian" shall also refer to such substitute.         

       (9) Amendment of Deposit Agreement and Receipts. The Receipts and the
-------------------------------------------           
Deposit Agreement may at any time and from time to time be amended by agreement 
between the Company and the Depositary. Any amendment which shall impose or     
increase any fees or charges (other than the fees of the Depositary for the     
execution and delivery or the cancellation of Receipts and taxes or other       
governmental charges), or which shall otherwise prejudice any substantial       
existing right of Holders of Receipts, shall, however, not become effective as  
to outstanding Receipts until the expiration of three months after notice of    
such amendment shall have been given to the Holders of outstanding Receipts.    
Every Holder of a Receipt at the time any amendment to the Deposit Agreement so 
becomes effective shall be deemed, by continuing to hold such Receipt, to       
consent and agree to such amendment and to be bound by the Deposit Agreement as 
amended thereby. In no event shall any amendment impair the right of the Holder 
hereof to surrender this Receipt and receive therefor the Deposited Securities  
represented hereby.                                                             

        (10) Termination of Deposit Agreement. The Depositary will at any time
--------------------------------                    
at the direction of the Company terminate the Deposit Agreement by mailing      
notice of such termination to the Holders of all Receipts then outstanding at   
least 30 days prior to the date fixed in such notice for such termination. The  
Depositary may likewise terminate the Deposit Agreement at any time 60 days     
after the Depositary shall have resigned, if a successor depositary shall not   
have been appointed and accepted its appointment within such 60 days. If any    
Receipts shall remain outstanding after the date of termination, the Depositary 
thereafter will discontinue the registration of transfers of Receipts, will     
suspend the distribution of dividends to the Holders thereof and will not give  
any further notices or perform any further acts under the Deposit Agreement,    

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except the collection of dividends and other distributions pertaining to        
Deposited Securities, the sale of rights and the delivery of Deposited          
Securities, together with any dividends or other distributions received with    
respect thereto and the net proceeds of the sale of any rights or other         
property, in exchange for Receipts surrendered to the Depositary. At any time   
after the expiration of six months from the date of termination, the Depositary 
may sell the Deposited Securities then held under the Deposit Agreement and may 
thereafter hold the net proceeds of any such sale, together with any other cash 
then held by it under the Deposit Agreement, without liability for interest, for
the pro rata benefit of the Holders of Receipts not theretofore surrendered.    
Thereafter the Depositary shall be discharged from all obligations under the    
Deposit Agreement, except to account for such net proceeds and other cash.      

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EXHIBIT B 
CHARGES OF THE DEPOSITARY 

     Service                      Rate                      By Whom Paid

(1)  Receipt of deposits         $5 per 100 American          Party to whom     
and issuance of             Depositary Shares            Receipts are 
Receipts                    or fraction thereof          issued       

(2)  Delivery of deposits        $5 per 100 American          Party surrendering
and surrender of            Depositary Shares or         Receipts     
Receipts                    fraction therof                           

      The Company will reimburse the Depositary for out-of-pocket expenses
such as postage, stationery and engraving of Receipts. Other fees and charges of
the Depositary are to be paid by the Company in accordance with agreements in   
writing to be entered into between the Depositary and the Company from time to  
time.                                                                           

Dates Referenced Herein

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
Filed on:		5/10/05		1					None on these Dates
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