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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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Japan 4813 None
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
3-1, Otemachi 2-chome
Chiyoda-ku, Tokyo 100-8116
Japan
813-5205-5581
(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. Robert G. DeLaMater
Davis Polk & Wardwell Milbank, Tweed, Hadley & McCloy LLP Sullivan & Cromwell
Akasaka Twin Tower East 11F 1 Chase Manhattan Plaza Otemachi First Square
17-22, Akasaka 2-chome New York, New York 10005 5-1, Otemachi 1-chome
Minato-ku, Tokyo 107-0052 Japan U.S.A. Chiyoda-ku, Tokyo 100-0004 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. [X] Registration No. 333-46912
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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Title of Each Class of Amount to be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered (1)(2) Price Per Unit (3) Offering Price (3) Registration Fee
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Common stock, par value
50,000 per share (3)...... 40,000 shares $ 9,350.53 $ 374,021,200 $ 98,741.59
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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) Does not include an aggregate of 200,000 shares of common stock registered
by Nippon Telegraph and Telephone Corporation on its registration on Form F-
3 (Registration No. 333-46912) to which this registration statement relates.
(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) under the Securities Act.
(4) 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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EXPLANATORY NOTE AND
INCORPORATION BY REFERENCE OF SELECTED INFORMATION
This registration statement is filed by Nippon Telegraph and Telephone
Corporation with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933. The contents of our registration statement on
Form F-3 (Registration No. 333-46912) filed with the Securities and Exchange
Commission on September 29, 2000, relating to the existing shares of our common
stock by the Minister of Finance of Japan, representing the Government of Japan,
and newly issued shares of our common stock by us, are hereby incorporated
herein by reference. This registration statement is filed solely for the purpose
of registering an additional 40,000 shares of our common stock.
We hereby certify to the Securities and Exchange Commission that:
- NTT or its agent have instructed its bank to pay the Securities
and Exchange Commission the filing fee set forth on the cover
page of this registration statement by a wire transfer of that
amount to the account of the Securities and Exchange Commission
at Mellon Bank as soon as practicable (but no later than the
close of business on October 25, 2000);
- NTT or its agent will not revoke those instructions;
- NTT or its agent has sufficient funds in the relevant account to
cover the amount of the filing fee; and
- NTT will confirm receipt of the instructions by our bank during
the bank's regular hours of business no later than October 25,
2000.
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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 October 24, 2000.
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
By: *
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(Jun-ichiro Miyazu, President)
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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* President and Director October 24, 2000
------------------------------------------ (Principal Executive Officer)
Jun-ichiro Miyazu
* Senior Executive Vice President October 24, 2000
------------------------------------------ and Director
Norio Wada
* Senior Executive Vice President October 24, 2000
------------------------------------------ and Director
Yusuke Tachibana
* Senior Executive Vice President October 24, 2000
------------------------------------------ and Director
Haruki Matsuno
* Senior Vice President October 24, 2000
------------------------------------------ and Director
Kanji Koide
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Signature Title Date
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* Senior Vice President October 24, 2000
------------------------------------------ and Director
Shigehiko Suzuki
* Senior Vice President October 24, 2000
------------------------------------------ and Director
Hiromi Wasai
* Senior Vice President October 24, 2000
------------------------------------------ and Director
Toyohiko Takabe
* Senior Vice President October 24, 2000
------------------------------------------ and Director (Principal
Satoru Miyamura Financial and Accounting
Officer
* Senior Vice President October 24, 2000
------------------------------------------ and Director
Takashi Imai
* Senior Vice President October 24, 2000
------------------------------------------ and Director
Yotaro Kobayashi
NTT AMERICA, INC.
By: * Executive Vice President October 24, 2000
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Akihiko Okada
*By: /s/ Satoru Miyamura
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Satoru Miyamura, Attorney-in-Fact October 24, 2000
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* Satoru Miyamura, 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 herewith.
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EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion and consent of Tomotsune, Kimura & Mitomi, as to
shares underlying the ADSs.*
8.1 Tax opinion and consent of Milbank, Tweed, Hadley & McCloy
LLP.*
23.1 Consent of PriceWaterhouseCoopers.
23.2 Consent of Tomotsune, Kimura & Mitomi (included in Exhibit
5.1).
23.3 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 8.1).
24.1 Powers of Attorney.
* Previously filed with Registration Statement on Form F-3 (file no.
333-46912).
