Certification of a Foreign Private Issuer’s Termination of Registration of a Class of Securities — Form 15F Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 15F-12B Certification of a Foreign Private Issuer's HTML 26K Termination of Registration of a Class of Securities
(Exact
name of registrant as specified in its charter)
3,
avenue André Malraux, 92300 Levallois-Perret, France, 011 331 41 49 20
00
(Address,
including zip code, and telephone number, including area code, of
registrant’s
principal executive offices)
Ordinary
Shares
(Title
of
each class of securities covered by this Form)
Place
an
X in the appropriate box(es) to indicate the provision(s) relied upon to
terminate the duty to file reports under the Securities Exchange Act of
1934:
Rule
12h-6(a) o Rule
12h-6(d) o
(for
equity
securities) (for
successor registrants)
Rule
12h-6(c) o Rule
12h-6(i)
ý
(for
debt
securities) (for prior
Form 15 filers)
PART
I
Item
1.Exchange
Act Reporting History
A. ALSTOM
first incurred the duty to file reports under section 13(a) or section 15(d)
of
the Exchange Act on June 22, 1998.
B. Item
1.B. of Form 15F is not applicable. ALSTOM is filing pursuant to Rule
12h-6(i). ALSTOM filed its Form 15 on June 14, 2005.
Item
2.Recent
United States Market Activity
ALSTOM
securities were last sold in the United States in a registered offering under
the Securities Act of 1933 (15 U.S.C. 77a et seq.) (“Securities Act”)
(other than an offering to employees registered on Form S-8) on February 8,2001. On June 14, 2005, ALSTOM filed a post-effective amendment to
terminate the registration of all remaining unsold securities that had been
registered on Form S-8.
Item
3.Foreign
Listing and Primary Trading Market
A. The
exchange outside the United States on which ALSTOM has maintained a listing
of
the Ordinary Shares, and which constitutes the primary trading market for the
Ordinary Shares, is Euronext Paris. The foreign jurisdiction in
which such exchange is located is France.
B. The
Ordinary Shares were initially listed on Euronext Paris (then named the Paris
Stock Exchange) on June 22, 1998. The Ordinary Shares have been
listed on Euronext Paris for at least 12 months preceding the filing of this
Form.
C. For
the 12-month period beginning on June 1, 2006 and ending on May 31, 2007, the
percentage of trading in the Ordinary Shares that occurred in France was
99.9%.
-2-
Item
4.Comparative
Trading Volume Data
A. The
first and last days of the recent 12-month period used to meet the requirements
of Rule 12h-6(a)(4)(i) are June 1, 2006 and May 31, 2007,
respectively.
B.
For the 12-month period referenced in Item 4.A., the average daily trading
volume of the Ordinary Shares in the United States and on a worldwide basis
was
1,278 and 965,190, respectively.
C.
For the 12-month period referenced in Item 4.A., the average daily trading
volume of the Ordinary Shares in the United States as a percentage of the
average daily trading volume of the Ordinary Shares on a worldwide basis was
0.13%.
D. The
Ordinary Shares were delisted from the New York Stock Exchange on September15,2004. The rest of the information required by Item 4.D. of Form 15F
is not applicable. ALSTOM is filing pursuant to Rule
12h-6(i). ALSTOM filed its Form 15 on June 14, 2005.
E. ALSTOM
terminated its sponsored ADR facility with respect to the Ordinary Shares
effective on November 26, 2004. The rest of the information required
by Item 4.E. of Form 15F is not applicable. ALSTOM is filing pursuant
to Rule 12h-6(i). ALSTOM filed its Form 15 on June 14,2005.
F.
The source of the trading volume information used for determining whether ALSTOM
meets the requirements of Rule 12h-6 is CapitalBridge, an independent
information services provider, which retrieved the information from
Bloomberg.
Item
5.Alternative
Record Holder Information
Not
applicable.
Item
6.Debt
Securities
Not
applicable.
-3-
Item
7.Notice
Requirement
Not
applicable.
Item
8.Prior
Form 15 Filers
A. On
June 14, 2005, ALSTOM filed a Form 15 (17 CFR 249.323) to terminate the
registration of the Ordinary Shares pursuant to Rule 12g-4 (17 CFR 240.12g-4)
and to suspend ALSTOM’s reporting obligations under section 15(d) of the Act
regarding the Ordinary Shares pursuant to Rule 12h-3 (17 CFR
240.12h-3).
B. See
the responses to Items 3 and 4 above. Item 5 of Form 15F is not
applicable.
C. Item
8.C. of Form 15F is not applicable.
PART
II
Item
9.Rule
12g3-2(b) Exemption
ALSTOM
will publish the information required under Rule 12g3-2(b)(1)(iii) on the
“Investors” pages of its web site, www.alstom.com.
PART
III
Item
10.Exhibits
None.
Item
11.Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time
before the effectiveness of its termination of reporting under Rule 12h-6,
it
has actual knowledge of information that causes it reasonably to believe that,
at the time of filing the Form 15F:
-4-
(1)
The
average daily trading volume of its subject class of securities in
the
United States exceeded 5 percent of the average daily trading volume
of
that class of securities on a worldwide basis for the same recent
12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
(2)
Its
subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding
under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c);
or
(3)
It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, ALSTOM has duly
authorized the undersigned person to sign on its behalf this certification
on
Form 15F. In so doing, ALSTOM certifies that, as represented on this
Form, it has complied with all of the conditions set forth in Rule 12h-6 for
terminating its registration under section 12(g) of the Exchange Act, or its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
