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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum
aggregate
offering price (2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Shares representing one share of common stock of Sony
Corporation
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500,000,000
American
Depositary Shares
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$0.05
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$25,000,000
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$767.50
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory
paragraph
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(2)
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Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraphs
(14) and (15)
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(iii)
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Collection
and distribution of dividends
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Paragraphs
(7), (10) and (12)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(15) and (17)
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(v)
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Sale
or exercise of rights
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Paragraphs
(7), (11) and (13)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(7), (12), (13) and (16)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(9), (20) and (21)
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(viii)
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Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
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Paragraph
(17)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(3), (4), (5), (6) and (7)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraphs
(18), (19) and (21)
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(3)
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Fees
and Charges
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Paragraph
(10)
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(b)
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Statement
that Sony Corporation is subject to the periodic reporting requirements
of
the Securities Exchange Act of 1934, as amended and, accordingly,
files
certain reports with the United States Securities and Exchange Commission
(the “Commission”), and that such reports can be inspected by holders of
American Depositary Receipts and copied at public reference facilities
maintained by the Commission located at 100 F Street, N.E., Washington
D.C. 20549, and at the principal executive office of the
Depositary.
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Paragraph
(23)
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(a)(1)
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Form
of Deposit Agreement.
Deposit
Agreement dated as of June 1, 1961, as amended and restated as of
October
31, 1991 (including changes from amended and restated deposit agreement
as
of 1982) (as so amended and restated, the "Deposit Agreement") among
SONY
CORPORATION (Sony Kabushiki Kaisha) (the "Company"), JPMORGAN CHASE
BANK,
N.A. (FKA MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as depositary
thereunder (the "Depositary"), and all holders from time to time
of
American Depositary Receipts and European Depositary Receipts, as
the case
may be, issued thereunder. Previously filed as an Exhibit to Registration
Statement No. 333-11760 which is incorporated herein by
reference.
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(a)(2)
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Form
of Amendment to Deposit Agreement.
Conformed
Copy of Amendment No. 1 to Deposit Agreement dated as of December
29,
1994. Previously filed as an Exhibit to Registration Statement No.
333-11760 which is incorporated herein by
reference.
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| (a)(3) |
Form
of ADR. Filed
herewith as Exhibit (a)(3).
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(b)
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Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or
the
custody of the deposited securities represented
thereby.
Not Applicable.
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(c)
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Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at
any
time within the last three years.
Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Power
of Attorney.
Set forth on the signature pages
hereto.
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(a)
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The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
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By:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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By:
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/s/Melinda
L. Van Luit
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Name:
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Melinda
L. Van Luit
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Title:
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Vice
President
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SONY
CORPORATION
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By:
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/s/Howard
Stringer .
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Name:
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Howard
Stringer
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Title:
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Chief
Executive Officer
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Signature
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Title
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/s/Howard
Stringer
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Director
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Howard
Stringer
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Chairman
and Chief Executive Officer,
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Representative
Corporate Executive Officer
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/s/Ryoji
Chubachi
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Director
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Ryoji
Chubachi
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President
and Electronics CEO, Representative
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Corporate
Executive Officer
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/s/Katsumi
Ihara
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Director
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Katsumi
Ihara
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Executive
Deputy President, Officer in charge of
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Consumer
Products Group, and Representative
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Corporate
Executive Officer
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/s/Nobuyuki
Oneda
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Executive
Vice President and Chief Financial
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Nobuyuki
Oneda
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Officer
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/s/Akishige
Okada
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Director
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Akishige
Okada
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/s/Hirobumi
Kawano
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Director
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Hirobumi
Kawano
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/s/Yotaro
Kobayashi
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Director
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Yotaro
Kobayashi
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/s/Sakie
T. Fukushima
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Director
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Sakie
T. Fukushima
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/s/Yoshihiko
Miyauchi
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Director
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Yoshihiko
Miyauchi
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/s/Yoshiaki
Yamauchi
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Director
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Yoshiaki
Yamauchi
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Director
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Peter
Bonfield
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/s/Fueo
Sumita
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Director
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Fueo
Sumita
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/s/Fujio
Cho
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Director
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Fujio
Cho
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Director
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Ned
Lautenbach
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Director
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Göran
Lindahl
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Authorized
U.S. Representative
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By:
/s/Sam
Levenson
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Name:
Sam Levenson
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Exhibit
Number
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(a)(3)
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Form
of ADR.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 Certification
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