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THE TOTAL NUMBER OF PAGES CONTAINED IN THIS DOCUMENT IS 10
FORM 6-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of October 1999
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(Translation of registrant's name into English)
3-1, OTEMACHI 2-CHOME
CHIYODA-KU, TOKYO 100-8116 JAPAN
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ____ No X
---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________.
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2
AMENDMENTS TO THE SHARE HANDLING REGULATIONS OF NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
Nippon Telegraph and Telephone Corporation amended its Share Handling
Regulations effective October 1999. Such Share Handling Regulations, as amended,
are attached as an exhibit hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
By: /s/ Kazuto Tsubouchi
--------------------
Name: Kazuto Tsubouchi
Title: Senior Manager
Investor Relations Group
Department IV
Date: October 22, 1999
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(TRANSLATION)
SHARE HANDLING REGULATIONS
OF
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
Established in September, 1985
Revised in April, 1986
Revised in July, 1991
Revised in July, 1992
Revised in June, 1994
Revised in July, 1999
Revised in October, 1999
The share handling regulations of Nippon Telegraph and Telephone
Corporation are established pursuant to Article 7 of the Articles of
Incorporation of Nippon Telegraph and Telephone Corporation as follows:
CHAPTER I.
GENERAL PROVISIONS
Article 1. (Purpose)
- ---------------------
The denomination of share certificates and the handling of shares and
fractional shares and handling charges therefor shall be governed by those
Regulations pursuant to Article 7 of the Articles of Incorporation (Share
Handling Regulations); provided, however, that the handling of beneficial owners
shall be governed by the rules provided by the Japan Securities Depositary
Center (hereinafter referred to as "JASDEC") as well as these Regulations.
Article 2. (Transfer Agent)
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(1) The business regarding shares and fractional shares of the Company such as
registration of transfer of shares, entry in the register of fractional shares,
registration relating to the right of pledge, indication or cancellation of
trust property, delivery of share certificates and acceptance of notification
shall be handled by the transfer agent of the Company.
(2) The transfer agent of the Company, its share handling office and
intermediary share handling offices shall be as follows:
Transfer Agent: The Chuo Trust and Banking Company, Limited
7-1, Kyobasi 1-chome Chuo-ku, Tokyo
Share Handling Office: Head office of The Chuo Trust and Banking Company,
Limited
7-1, Kyobasi 1-chome Chuo-ku, Tokyo
Intermediary Share Head office and each branch offices in Japan of
Handling Offices: The Chuo Trust and Banking Company, Limited
Head office, branch offices and sub-branch
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offices of Japan Securities Agents, Ltd.
Article 3. (Denominations of Share Certificates)
- -------------------------------------------------
Share certificates to be issued by the Company shall be in the
denominations of 1 share, 10 shares, 100 shares and 1,000 shares; provided,
however, that a certificate representing a number other than those listed above
may be issued if necessary.
Article 4. (Method of Application, Request and Notification)
- -------------------------------------------------------------
Any application, request or notification with respect to the shares and the
fractional shares shall be in a form prescribed by the Company and the seal
impression notified in accordance with Article 21 (Notification of Address, Name
and Seal Impression) shall be affixed thereto.
Article 5. (Proxy)
- -------------------
In the event that any application, request or notification with respect to
the shares and the fractional shares is made by a proxy, a document evidencing
his power shall be submitted.
CHAPTER II.
REGISTRATION OF TRANSFER OF SHARES, ETC.
Article 6. (Registration of Transfer of Shares)
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(1) In case of application for registration of transfer of shares, a prescribed
application form therefor shall be submitted, together with the share
certificates.
(2) In case of application for registration of transfer of shares acquired by
reason other than assignment, a document evidencing such acquisition shall be
submitted together with the application and the share certificates as set forth
in the preceding paragraph; provided, that the share certificates need not be
submitted if such certificates have not been issued.
(3) The Company may, with respect to the provision of Article 6 of the Law
concerning Nippon Telegraph and Telephone Corporation, etc (Law No. 85 of 1984,
hereinafter referred to as the "Kaisha Law"), request any necessary document to
be submitted.
Article 7. (Request for Registration of Transfer of Shares from Foreign
Nationals and the Like)
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With respect to request for registration of transfer of shares from any
foreign national and the like set forth in paragraph (1) of Article 6 of the
Kaisha Law, the Company shall refuse such request when acceptance of such
request would results in excess of the proportion set forth in paragraphs (1)
and (2) of Article 6 of the Kaisha Law.
Article 8. (Registration of Transfer of Shares under Special Provisions)
- -------------------------------------------------------------------------
In the event that any special procedure is required by laws or orders for
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transfer of shares, an application for registration thereof shall be submitted,
together with the share certificates and a document evidencing the completion of
such procedure.
Article 9. (Register of Fractional Shares)
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(1) A prescribed application form shall be submitted when no necessity of entry
in the register of fractional shares is notified.
(2) In the event that application for change of entry in the register of
fractional shares is made by reason other than assignment, the provision of
paragraph (2) of Article 6 shall be applied mutatis mutandis.
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Article 10. (Entry in the Register of Beneficial Owners)
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Entry in the register of beneficial owners shall be made pursuant to the
notice from JASDEC with respect to the beneficial owners and to the beneficial
ownership card.
Article 11. (Beneficial Ownership Card)
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Each beneficial owner shall submit a beneficial ownership card through a
participant in the Japan Securities Depository and Book-entry Delivery System.
Article 12. (Aggregation)
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When the Company recognizes that a shareholder registered in the register
of shareholders and a beneficial owner registered in the register of beneficial
owners is identical based on the address and the name of such person, the number
of shares held by such person shall be aggregated for the purpose of exercising
shareholders' rights.
CHAPTER III.
REGISTRATION RELATING TO THE RIGHT OF PLEDGE
AND INDICATION OF TRUST PROPERTY
Article 13. (Registration Relating to the Right of Pledge or Cancellation
- --------------------------------------------------------------------------
Thereof)
- --------
In case of application for registration of establishment or amendment of a
pledge on shares or cancellation thereof, a prescribed application form therefor
shall be submitted under the joint signatures of the pledgor and the pledgee,
together with the share certificates.
Article 14. (Indication or Cancellation of Trust Property)
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In case of application for indication of trust property on share or
cancellation thereof, a prescribed application form therefor shall be submitted
by the trustor or the trustee, together with the share certificates.
<PAGE>
CHAPTER IV.
NON-POSSESSION OF SHARE CERTIFICATES
Article 15. (Request for Non-Possession of Share Certificates)
- ---------------------------------------------------------------
(1) In case of request for non-possession of share certificates, a request
therefor in a prescribed form shall be submitted, together with share
certificates; provided, that the share certificates need not be submitted if
such certificates have not been issued.
(2) Share certificates for which request set forth in the preceding paragraph
has been made shall be cancelled by the Company.
Article 16. (Application for Delivery of Share Certificates Not in Possession)
- -------------------------------------------------------------------------------
In the event that the shareholder who requested non-possession of share
certificates applies for the issuance of share certificates, he shall submit a
prescribed application form therefor.
CHAPTER V.
REISSUANCE OF SHARE CERTIFICATES
Article 17. (Reissuance due to Split or Consolidation)
- -------------------------------------------------------
In case of application for issuance of new share certificates by reason of
split or consolidation of share certificates, a prescribed application form
therefor shall be submitted, together with the share certificates.
Article 18. (Reissuance due to Loss)
- -------------------------------------
In case of application for issuance of new share certificates by reason of
loss of share certificates, a prescribed application form therefor shall be
submitted, together with the original transcript or a certified copy of the
judgment of nullification.
Article 19. (Reissuance due to Stain, Mutilation or Damage)
- ------------------------------------------------------------
In case of application for issuance of new share certificates by reason of
stain, mutilation or damage, a prescribed application form therefor shall be
submitted, together with the share certificates; provided, that if the share
certificates are stained, mutilated or damaged to such extent as makes it
difficult to ascertain the genuineness of the share certificates, the procedures
set out in the preceding Article shall be followed.
Article 20. (Reissuance due to Completion of Column of Share Certificate)
- --------------------------------------------------------------------------
In case of completion of the column for the names of holders of a share
certificate, the Company shall recall the share certificate and issue a new
share certificate.
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CHAPTER VI.
MISCELLANEOUS NOTIFICATIONS
Article 21. (Notification of Address, Name and Seal Impression)
- ----------------------------------------------------------------
A shareholder and a beneficial owner or their legal representative shall
make notification of his address, name and seal impression by submitting a
prescribed shareholder card or beneficial ownership card. In the event that any
matter notified is changed, notification thereof shall be made; provided, that
foreigners, etc. who are accustomed to signatures may substitute specimen
signatures for seal impressions.
Article 22. (Representative of Juridical Person)
- -------------------------------------------------
(1) In the event that a shareholder or a beneficial owner is a judicial person,
a name of its representative shall be notified.
(2) In the event that the representative is changed, notification thereof in a
prescribed form shall be submitted together with a certified excerpt from the
commercial register.
Article 23. (Notification of Representative of Co-owners)
- ----------------------------------------------------------
(1) Shareholders or beneficial owners who jointly own shares shall appoint a
representative and make notification of such representative.
(2) In the event that the representative referred to in the preceding paragraph
is changed, notification thereof shall be made in the same manner.
Article 24. (Notification of Change in Surname or Trade Name, etc.)
- --------------------------------------------------------------------
In the event that a change of entry in the register of shareholders and
register of beneficial owners and description on share certificates is desired
due to the following reasons, notification thereof in a prescribed form shall be
submitted, together with the share certificates and a certified excerpt from the
family register or the commercial register; provided, however, that in the event
that the share certificates are not in issue and in case of change of entry in
register of beneficial owners, no share certificates need be submitted:
1. A change in surname or given name;
2. An appointment, change or removal of legal representative such as
parents or guardians;
3. A change of trade name or name of juridical person;
4. Reorganization of juridical person.
Article 25. (Notification by Non-Resident Shareholder)
- -------------------------------------------------------
A shareholder and a beneficial owner or their legal representative who
resides in a foreign country shall make notification of a temporary address in
Japan for receipt of notice or appoint a standing agent in Japan. In the event
that any matter notified is changed, notification thereof shall be made.
<PAGE>
Article 26. (Application to Registered Pledgees, etc.)
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The provisions of this Chapter shall apply mutatis mutandis to registered
------- --------
pledgees, trustees of trust property and holders of fractional shares.
Article 27. (Special Provision regarding Various Notifications of Beneficial
- -----------------------------------------------------------------------------
Owners)
- -------
In case of notification by a beneficial owner set forth in this Chapter,
such notification shall be made through the participant; provided, however, that
in case of a change in the seal impression of the beneficial owner, notification
thereof need not be made through a participant.
CHAPTER VII.
PURCHASE OF FRACTIONAL SHARES
Article 28. (Method of Application for Purchase)
- -------------------------------------------------
In case of application for purchase of fractional shares, a prescribed
application form therefor shall be submitted to the share handling office or any
of the intermediary share handling offices set forth in Article 2 (Transfer
Agent).
Article 29. (Determination of Purchase Price)
- ----------------------------------------------
The purchase price of fractional shares in respect of which application for
purchase has been made shall be equal to the last selling price of a share of
the Company on the Tokyo Stock Exchange on the day on which the application form
set forth in the preceding Article is received by the share handling office or
any intermediary share handling office multipled by their proportion to one
share; provided, however, that if no transaction of the Company's shares takes
place on such stock exchange on such day or if such day is not a business day of
such stock exchange, the purchase price shall by equal to the price at which the
first transaction of the Company's shares takes place on such stock exchange
multiplied by their proportion to one share.
Article 30. (Payment of Purchase Price)
- ----------------------------------------
(1) The Company shall pay the amount of the purchase price calculated pursuant
to the preceding Article after deduction of the handling charges set forth in
Article 33 and consumption tax with respect thereto on the 6th business day
counting from the day next following the day on which the purchase price was
determined at the place where the application form for purchase was received;
provided, however, that, if the purchase price is a price cum right to receive a
dividend, stock split (free distribution) or subscription right or any other
right, the Company shall pay the purchase price on or prior to the record date,
or on or prior to the allotment date.
(2) The applicant for purchase may request that the purchase price be paid to
him by transfer to an account at a bank designated by him or by postal money
order.
Article 31. (Transfer of Fractional Shares Purchased)
- ------------------------------------------------------
The title to the fractional shares for which an application for purchase
has
<PAGE>
been made shall pass to the Company on the day on which payment of the
purchase price is made or the procedure for payment of the purchase price is
completed as provided in the preceding Article.
CHAPTER VIII.
HANDLING CHARGES
Article 32. (Handling Charges with respect to Issuance and Reissuance of Share
- -------------------------------------------------------------------------------
Certificates)
- -------------
With respect to the handling of shares of the Company, the Company may
charge handling charges equal to the amount of stamp taxes imposed on the
issuance of the new share certificates plus the amount equal to consumption tax
relating thereto in the following cases:
1. In the case of delivery of share certificates pursuant to the
application for issuance set forth in Article 16 (Application for
Delivery of Share Certificates Not in Possession):
2. In the case of delivery of share certificates pursuant to the
application for reissuance set forth in Article 17 (Reissuance due to
Split or Consolidation):
3. In the case of delivery of share certificates pursuant to the
application for reissuance set forth in Article 18 (Reissuance due to
Loss):
4. In the case of delivery of share certificates pursuant to the
application for reissuance set forth in Article 19 (Reissuance due to
Stain, Mutilation or Damage):
Article 33. (Handling Charges with respect to Application for Purchase of
- --------------------------------------------------------------------------
Fractional Shares)
- ------------------
Handling charges with respect to purchase of fractional shares pursuant to
Article 28 (Method of Application for Purchase) shall be the amount determined
after overall consideration to the general standard and other matters and the
Company shall charge the amount equal to consumption tax imposed thereon in
addition to the above handling charges.
SUPPLEMENTAL PROVISIONS
These Regulations shall come into force on October 1, 1999.
