Tender Offer/rights Offering Notification (cb)
12 Mayo 2016 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. )
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
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Securities Act Rule 801 (Rights Offering)
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¨
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Securities Act Rule 802 (Exchange Offer)
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x
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Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
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¨
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Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
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¨
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Exchange Act Rule 14e-2(d) (Subject Company Response)
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¨
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Filed or submitted in paper if permitted by Regulation S-T
Rule 101(b)(8)
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¨
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Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
TAIHEIYO
CEMENT CORPORATION
(Name of Subject Company)
Not
applicable
(Translation of Subject Company’s Name into English (if applicable))
JAPAN
(Jurisdiction of
Subject Company’s Incorporation or Organization)
TAIHEIYO
CEMENT CORPORATION
(Name of Person(s) Furnishing Form)
Common Stock
(Title of
Class of Subject Securities)
Not applicable
(CUSIP Number of Class of Securities (if applicable))
Katsuhide Fukuhara
Daiba Garden City Building, 2-3-5
Daiba, Minato-ku
Tokyo
135-8578, Japan
Tel: +81 (3) 5531-7333
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
Copies to:
Scott
H. Kimpel, Esq.
Hunton & Williams, LLP
2200 Pennsylvania Avenue NW
Washington, D.C. 20037
(202) 955-1524
May 12, 2016
(Date
Tender Offer/Rights Offering Commenced)
PART I—INFORMATION SENT TO SECURITY HOLDERS
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Item 1.
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Home Jurisdiction Documents
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(a)
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The following documents are attached as exhibits to this Form CB:
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Exhibit
No.
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99.1
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Notice of Share Exchange (English translation)
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Item 2.
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Informational Legends
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Included in documents attached as exhibits hereto.
PART II—INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
PART III—CONSENT TO SERVICE OF PROCESS
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(1)
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A written irrevocable consent and power of attorney on Form F-X has been filed by Taiheiyo Cement Corporation with the Securities and Exchange Commission concurrently with the furnishing of the Form CB on May 12,
2016.
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PART IV—SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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/s/ Katsuhide Fukuhara
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Name:
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Katsuhide Fukuhara
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Title:
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Executive Officer, General Manager, Corporate Planning Department
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Date: May 12, 2016
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INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this Form CB:
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Exhibit
No.
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Exhibit
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99.1
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Notice of Share Exchange (English translation)
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Taiheiyo Cement (PK) (USOTC:THYCY)
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Taiheiyo Cement (PK) (USOTC:THYCY)
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