As filed with the Securities and Exchange Commission on August 4, 2004
Registration No. 33-87936
Registration No. 33-55414
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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COLES MYER LTD. A.B.N. 11 004 089 936 (Exact Name of Registrant as Specified in Its Charter) |
COLES MYER FINANCE (Exact Name of Registrant as Specified in Its Charter) |
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None (I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization) |
None (I.R.S. Employer Identification No.) Australia (State or Other Jurisdiction of Incorporation or Organization) |
800 Toorak Road
Tooronga, Victoria 3146
Australia
(61-3) 9829-3111
(Address and Telephone Number of Registrant's Principal Executive Offices)
CT Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Jeffrey F. Browne, Esq. Sullivan & Cromwell New York, New York 10004 (212) 558-4000 |
Approximate date of commencement of proposed sale to the public:
N/A.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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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 effective 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.
DEREGISTRATION OF SECURITIES
Coles Myer Ltd. and Coles Myer Finance (USA) Limited are filing this Post-Effective Amendment No. 1 to deregister all of the securities previously registered under the Registration Statement on Form F-3 (the "1992 Registration Statement"), originally filed December 4, 1992, and the Registration Statement on Form F-3 (the "1994 Registration Statement", and together with the 1992 Registration Statement, the "Registration Statements"), originally filed December 27, 1994.
In accordance with an undertaking made by Coles Myer Ltd. and Coles Myer Finance (USA) Limited in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offer, Coles Myer Ltd. and Coles Myer Finance (USA) Limited hereby remove from registration US$611,700,000 in aggregate amount of securities, which represents all registered but unissued securities under the 1992 Registration Statement and all of the securities previously registered under the 1994 Registration Statement.
All debt securities that have been issued under the 1992 Registration Statement have either matured or have been repurchased as of the date of this post-effective amendment. None of the securities registered under the 1994 Registration Statement were issued by Coles Myer Ltd. or Coles Myer Finance (USA) Limited.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Coles Myer Ltd., 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Victoria, Commonwealth of Australia on July 22, 2004.
COLES MYER LTD.
By: /s/ J. Fraser MacKenzie
Name: J. Fraser MacKenzie
Title: Chief Financial Officer and Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the following capacities on July 22, 2004.
Name Title
/s/ Richard H. Allert AM
Richard H. Allert AM Chairman
/s/ John E. Fletcher
John E. Fletcher Chief Executive Officer and
Managing Director
/s/ Particia E. Akopiantz
Patricia E. Akopiantz Director
/s/ Ronald K. Barton
Ronald K. Barton Director
/s/ William P. Gurry AO
William P. Gurry AO Director
/s/ Anthony G. Hodgson
Anthony G. Hodgson Director
/s/ Mark M. Leibler AO
Mark M. Leibler AO Director
/s/ Sandra V. McPhee
Sandra V. McPhee Director
/s/ Martyn K. Myer
Martyn K. Myer Director
/s/ John M. Wemms
John M. Wemms Director
/s/ J. Fraser MacKenzie
J. Fraser MacKenzie Chief Financial Officer and Principal Accounting Officer
KMART Stores of TNCP, Inc.
/s/ James F. Defebaugh, IV
Name: James F. Defebaugh, IV Authorized Representative
Title: Vice President/Secretary in the United States
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Coles Myer Finance (USA) Limited, 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Victoria, Australia on July 22, 2004.
COLES MYER FINANCE (USA) LIMITED
By: /s/ J. Fraser MacKenzie
Name: J. Fraser MacKenzie
Title: Director; Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the following capacities on July 22, 2004.
Name Title
/s/ J. Fraser MacKenzie
J. Fraser MacKenzie Director; Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
/s/ John A. Box
John A. Box Director
/s/ David G. Howell
David G. Howell Director
/s/ Kenneth A. Latchford
Kenneth A. Latchford Director
/s/ Chris Thiris
Chris Thiris Director
/s/ Peter R. Patterson
Peter R. Patterson Director
KMART Stores of TNCP, Inc.
/s/ James E. Defebaugh, IV
Name: James E. Defebaugh, IV Authorized Representative
Title: Vice President/Secretary in the United States