<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1998
REGISTRATION NO. 333-67603
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NIPPON DENSHIN DENWA KABUSHIKI KAISHA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(TRANSLATION OF REGISTRANT'S NAME IN ENGLISH)
4813 NONE
JAPAN (PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
JURISDICTION OF CODE NUMBER)
INCORPORATION OR
ORGANIZATION)
19-2, NISHI-SHINJUKU 3-CHOME
SHINJUKU-KU, TOKYO 163-8019
JAPAN
813-5359-2122
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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NTT AMERICA, INC.
101 PARK AVENUE
NEW YORK, NEW YORK 10178
U.S.A.
212-867-1511
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
THEODORE A. PARADISE ROBERT W. MULLEN, JR. STEPHEN A. GRANT
DAVIS POLK & WARDWELL MILBANK, TWEED, HADLEY & ROBERT G. DELAMATER
AKASAKA TWIN TOWER EAST MCCLOY SULLIVAN & CROMWELL
13F 1 CHASE MANHATTAN PLAZA TOKIO KAIJO BUILDING
17-22, AKASAKA 2-CHOME NEW YORK, NEW YORK 10005 SHINKAN
MINATO-KU, TOKYO 107-0052 U.S.A. 2-1, MARUNOUCHI 1-CHOME
JAPAN CHIYODA-KU, TOKYO 100-
0005 JAPAN
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common stock, par value
(Yen)50,000 per
share(3)............ 227,500 shares $7,625.50 $1,734,801,250 $482,275
</TABLE>
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(1) The amount of shares registered also includes any shares initially offered
and sold outside the United States and thereafter sold or resold in the
United States. The shares are not being registered for the purpose of
sales outside the United States.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c) under the Securities Act.
(3) A separate Registration Statement on Form F-6 has been filed for the
registration of American Depositary Shares evidenced by American
Depositary Receipts representing the shares being registered hereby
(Registration No. 33-81562).
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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 AT SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment to the Registration Statement on Form F-3 is being filed to
include information in Part II to this Registration Statement not previously
included.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The estimated expenses in connection with the issuance and sale of the ADSs
being registered hereunder (other than underwriting discounts) are set forth in
the following table:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 482,275
Accounting fees and expenses..................................... 65,000
Legal fees and expenses.......................................... 700,000
Printing expenses................................................ 350,000
Miscellaneous.................................................... 1,500,000
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Total........................................................ $3,097,275
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles 254 and 280 of the Commercial Code of Japan make the provisions of
Section 10, Chapter 2, Book III of the Civil Code applicable to the
relationship between NTT and its directors and corporate auditors,
respectively. Section 10, among other things, provides in effect that:
(1) If a director or a corporate auditor of a company has defrayed any
expenses which are considered necessary for the management of the affairs
of such company entrusted to him, he may demand reimbursement therefor from
the company;
(2) If a director or a corporate auditor has assumed an obligation
necessary for the management of the affairs entrusted to him, he may
require the company to perform it in his place or, if it is not due, to
furnish adequate security; and
(3) If a director or a corporate auditor, without any fault on his part,
sustains damage through the management of the affairs entrusted to him, he
may demand compensation therefor from the company.
ITEM 16. EXHIBITS.
See Exhibit Index on Page II-6.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liabilities under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM F-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF TOKYO, JAPAN ON DECEMBER 3, 1998.
Nippon Telegraph and Telephone
Corporation
*
By: _________________________________
(JUN-ICHIRO MIYAZU, PRESIDENT)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman and Director December 3, 1998
______________________________________
SHIGEO SAWADA
* President and Director December 3, 1998
______________________________________ (Principal Executive
JUN-ICHIRO MIYAZU Officer)
* Senior Executive Vice December 3, 1998
______________________________________ President and Director
HIDEKAZU INOUE
* Senior Executive Vice December 3, 1998
______________________________________ President and Director
TOSHIHARU AOKI
* Senior Executive Vice December 3, 1998
______________________________________ President and Director
KAZUO ASADA
* Executive Vice President December 3, 1998
______________________________________ and Director
MASANOBU SUZUKI
* Executive Vice President December 3, 1998
______________________________________ and Director
YUJI MATSUO
* Executive Vice President December 3, 1998
______________________________________ and Director
HIROSHI ISHIHARA
* Executive Vice President December 3, 1998
______________________________________ and Director (Principal
TOSHIYUKI MINESHIMA Financial and Accounting
Officer)
* Executive Vice President December 3, 1998
______________________________________ and Director
NORIO WADA
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Executive Vice President December 3, 1998
______________________________________ and Director
TADAYUKI ARAI
* Executive Vice President December 3, 1998
______________________________________ and Director
KIYOSHI MITA
* Executive Vice President December 3, 1998
______________________________________ and Director
SATOSHI MIURA
* Executive Vice President December 3, 1998
______________________________________ and Director
MICHIO TAKEUCHI
* Executive Vice President December 3, 1998
______________________________________ and Director
KATSUYA OKIMI
* Senior Vice President and December 3, 1998
______________________________________ Director
HIROFUMI SHIMADA
* Senior Vice President and December 3, 1998
______________________________________ Director
MASAHIRO SHIBAO
* Senior Vice President and December 3, 1998
______________________________________ Director
RYUJI NUNOTANI
* Senior Vice President and December 3, 1998
______________________________________ Director
YOSHINORI UDA
* Senior Vice President and December 3, 1998
______________________________________ Director
SEIJI TAKASHIMA
* Senior Vice President and December 3, 1998
______________________________________ Director
MICHITOMO UENO
* Senior Vice President and December 3, 1998
______________________________________ Director
TOSHIAKI FUKUI
* Senior Vice President and December 3, 1998
______________________________________ Director
KUNIHIRO KATO
* Senior Vice President and December 3, 1998
______________________________________ Director
SHIN-ICHI AIZAWA
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Senior Vice President and December 3, 1998
______________________________________ Director
MASAAKI KASAHARA
* Senior Vice President and December 3, 1998
______________________________________ Director
KANJI KOIDE
* Senior Vice President and December 3, 1998
______________________________________ Director
YOSHIYUKI SUKEMUNE
* Senior Vice President and December 3, 1998
______________________________________ Director
YOSHIO BESSYO
* Senior Vice President and December 3, 1998
______________________________________ Director
JUN-ICHI YUKI
* Senior Vice President and December 3, 1998
______________________________________ Director
KIYOSHI FUJITA
* Senior Vice President and December 3, 1998
______________________________________ Director
SHUNZO MORISHITA
* Senior Vice President and December 3, 1998
______________________________________ Director
SHIGEHIKO SUZUKI
* Senior Vice President and December 3, 1998
______________________________________ Director
MAMORU ISHIDA
* Senior Vice President and December 3, 1998
______________________________________ Director
NOBUHARU ONO
* Senior Vice President and December 3, 1998
______________________________________ Director
SUSUMU FUKUZAWA
* Director and Counselor to December 3, 1998
______________________________________ the President
RYUZO SEJIMA
NTT AMERICA, INC.
* President and Chief December 3, 1998
By: __________________________________ Executive Officer
KEISUKE NAKASAKI
/s/ Mototane Miyazaki
*By: _________________________________
MOTOTANE MIYAZAKI, ATTORNEY-IN-FACT
</TABLE>
* Mototane Miyazaki, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange
Commission.
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO.
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<C> <S> <C>
1. Form of Underwriting Agreement.**
2.1 Nippon Telegraph and Telephone Corporation Law (English
translation thereof) (incorporated by reference to Exhibit 1.4
to NTT's Registration Statement on Form 20-F (file
no. 1-8910)).
2.2 Law Concerning Partial Revision to the Nippon Telegraph and
Telephone Corporation Law (English translation thereof)
(incorporated by reference to NTT's Form 6-K dated June 30,
1997).
2.3 Supplemental Provisions for the Law Concerning Partial Revision
to the Nippon Telegraph and Telephone Corporation Law (English
translation thereof) (incorporated by reference to NTT's Form
6-K dated July 8, 1997).
3.1 Articles of Incorporation of NTT (English translation thereof)
(incorporated by reference to Exhibit 3.1 to NTT's Registration
Statement on Form F-3 (file no. 333-8264)).
3.2 Regulations of Board of Directors of NTT (English translation
thereof) (incorporated by reference to Exhibit 1.2 to NTT's
Registration Statement on Form 20-F (file no. 1-8910)).
3.3 Share Handling Regulations of NTT (English translation thereof)
(incorporated by reference to Exhibit 1.3 to NTT's Registration
Statement on Form 20-F (file no. 1-8910)).
4.1 Deposit Agreement, dated as of July 8, 1994, among NTT, Morgan
Guaranty Trust Company of New York, as Depositary, and all
holders from time to time of American Depositary Receipts
issued thereunder (incorporated by reference to Exhibit (a) to
Registration Statement on Form F-6 (file no. 33-81562)).
4.2 Form of ADR (included in Exhibit 4.1).
4.3 Specimen Certificate for shares of NTT's common stock, par
value (Yen)50,000 per share (English translation thereof)
(incorporated by reference to Exhibit 2.2 to NTT's Registration
Statement on Form 20-F (file no. 1-8910)).
5.1 Opinion and consent of Tomotsune Kimura & Mitomi, as to the
validity of the shares underlying the ADSs.**
8.1 Tax opinion and consent of Milbank, Tweed, Hadley & McCloy.*
23.1 Consent of Price Waterhouse.**
23.2 Consent of Tomotsune Kimura & Mitomi (included in Exhibit 5.1).
23.3 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit
8.1).
24. Powers of Attorney.**
</TABLE>
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* Filed herewith.
** Previously filed.
II-5
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF MILBANK, TWEED, HADLEY & McCLOY]
December 3, 1998
Nippon Telegraph and Telephone Corporation
19-2, Nishi-Shinjuku 3-chome
Shinjuku-ku, Tokyo 163-8019
Japan
Ladies and Gentlemen:
We have acted as United States tax counsel for Nippon Telegraph and
Telephone Corporation (NTT) (the "Company"), in connection with the sale of
American Depositary Shares ("ADSs") each representing 1/200th of one share of
common stock (a "Share") of the Company. We refer to the prospectus (the
"Prospectus"), in particular to the section of the Prospectus entitled "United
States Federal Income Taxation" forming part of the Registration Statement on
Form F-3 filed by the Company with the U.S. Securities and Exchange Commission
to effect registration of the Shares pursuant to the Securities Act of 1933 as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, and any amendments, including post-effective amendments and
supplements thereto, and any registration statements filed pursuant to Rule
462(b) of the Securities Act related thereto.
We have examined such documents, records and matters of laws as we have
deemed necessary, and based thereupon the discussion in that section, to the
extent it states matters of law or legal conclusions and subject to the
qualifications and limitations contained therein, represents our opinion as to
the principal United States federal income tax consequences that are likely to
be material to a beneficial owner of the ADSs or Shares .
We express no opinion in respect of those matters governed by or
construed in accordance with the law of any jurisdiction other than the federal
laws of the United States of America.
1
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Act or the rules and
regulations of the Securities and Exchange Commission thereunder for the
purposes of any part of the Registration Statement.
Milbank, Tweed, Hadley & McCloy
DLP/BK
2
