SEC FILE NUMBER
001-10533 |
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CUSIP NUMBER
767204100 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 12b-25
NOTIFICATION OF LATE FILING
ORIGINALLY FILED ON JUNE 30, 2015
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(Check one):
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☐ Form
10-K ☐ Form
20-F ☒ Form
11-K ☐ Form 10-Q
☐ Form
10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended:
December 31, 2014
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☐ Transition
Report on Form 10-K
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☐ Transition
Report on Form 20-F
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☐ Transition
Report on Form 11-K
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☐ Transition
Report on Form 10-Q
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☐ Transition
Report on Form N-SAR
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For Transition Period Ended:
____________________
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I REGISTRANT INFORMATION
Rio Tinto America Inc. 401(k) Savings Plan and Investment Partnership
Plan
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Full
Name of Registrant
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Not Applicable
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Former
Name if Applicable
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c/o Rio Tinto plc, 6 St Jamess Square
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Address
of Principal Executive Office (Street and Number)
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London, SW1Y 4AD, United Kingdom
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City,
State and Zip Code
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PART
II RULES 12b-25(b) and (c)
If
the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
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☐
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(a)
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The
reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountants statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART
III NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On June 30, 2015, the Rio Tinto America Inc.
401(k) Savings Plan and Investment Partnership Plan (the Registrant) filed
a Notification of Late Filing on Form 12b-25 (the 12b-25) indicating
that additional time was necessary to complete its annual report for the fiscal
year ended December 31, 2014 on Form 11-K (the 2014 11-K), the report
that is the subject of this filing, due to the reasons enumerated in that
filing and summarized below.
As previously reported, in late May 2015, McGladrey LLP (McGladrey),
the former independent registered public accounting firm of the Registrant,
notified the Rio Tinto America Inc. Benefit Governance Committee (the BGC),
which administers the Registrant and acts as its fiduciary, that it believed
certain services (the Services) that one of its associated entities
had provided to affiliates of the Registrant during the fiscal years ended
December 31, 2011, 2012, 2013 and 2014 may be inconsistent with the Securities
and Exchange Commissions (the Commission) rules on auditor
independence. Prior to such notification, the Registrant did not believe there
were any issues relating to McGladreys independence.
The Registrant worked closely
with McGladrey regarding the independence matter after McGladrey notified the
BGC of the issue. However,
in order to ensure that the audit of the Registrants financial statements for
the fiscal year ended December 31, 2014 could be completed and issued, the BGC
terminated McGladrey as the independent auditor of the Registrant on June 26,
2015 and engaged Anton Collins Mitchell LLP (ACM) as the Registrants
independent registered public accounting firm to audit the Registrants
financial statements. The relevant financial statements for the Registration
Statement on Form S-8 currently on file for the Registrant comprise the
statements of net assets available for benefits as of December 31, 2013 and
2012, the related statement of changes in net assets available for benefits for
the year ended December 31, 2013 and the related notes to the financial
statements.
On July 13, 2015, McGladrey
notified the BGC that, despite its belief that the
Services did not compromise its integrity or objectivity, it was withdrawing
its audit reports for the Registrants financial statements for the
years ended December 31, 2011, 2012 and 2013 from the Registrants annual
reports on Form 11-K for these periods (the Affected Filings).
The Registrant is in the process
of amending the Affected Filings to remove the audit report of McGladrey and to
label the financial statements as unaudited. The Registrant intends to
refile the annual reports on Form 11-K for the respective fiscal years with the
SEC once the necessary independent audits are completed, which is expected to
be as soon as reasonably practicable. As a result of the foregoing, the financial statements contained
in the Affected Filings should not be relied upon.
Furthermore, the Registrant does not now expect to
file the 2014 11-K on or before the fifteenth calendar day following June 29,
2015, the prescribed due date for the 2014 11-K under the Securities Exchange
Act of 1934. Accordingly, the Registrant is hereby amending the Form 12b-25 to
uncheck the box under Part II of the subject form.
PART IV OTHER
INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification.
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Cori Petersen
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801
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204-2442
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is
no, identify report(s). ☒ Yes ☐ No
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(3)
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Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? ☐ Yes ☒ No
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Rio Tinto America Inc. 401(k) Savings Plan and
Investment Partnership Plan
(Name of Registrant as Specified
in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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July
14, 2015
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By
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Name
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Matthew
Totsch
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Title
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BGC
Chairman
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INSTRUCTION: The form may be signed
by an executive officer of the registrant or by any other duly authorized
representative. The name and title of the person signing the form shall be
typed or printed beneath the signature. If the statement is signed on behalf of
the registrant by an authorized representative (other than an executive
officer), evidence of the representatives authority to sign on behalf of the
registrant shall be filed with the form.
EXHIBIT INDEX
Exhibit
Number
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Document
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99.1
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Accountants statement
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4