Report of Foreign Issuer (6-k)
April 01 2013 - 7:38AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the Month of April 2013
Commission File Number: 1-6784
Panasonic Corporation
Kadoma, Osaka, Japan
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101 (b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7):
This Form 6-K consists of:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Panasonic Corporation
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By:
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/s/ H
IROHISA
I
KUTOMI
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Hirohisa Ikutomi, Attorney-in-Fact
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General Manager of IR Disclosure,
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Panasonic Corporation
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Dated: April 1, 2013
April 1, 2013
FOR IMMEDIATE RELEASE
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Media Contacts:
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Investor Relations Contacts:
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Megumi Kitagawa (Japan)
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Shozo Mizuno (Japan)
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Global Public Relations Office
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Corporate Finance & IR Group
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(Tel: +81-3-3574-5664)
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(Tel: +81-6-6908-1121)
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Panasonic News Bureau (Japan)
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Yuko Iwatsu (U.S.)
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(Tel: +81-3-3542-6205)
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Panasonic Finance (America), Inc.
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(Tel: +1-212-698-1360)
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Jim Reilly (U.S.)
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(Tel: +1-201-392-6067)
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Hiroko Carvell (Europe)
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Panasonic Finance (Europe) plc
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Anne Guennewig (Europe)
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(Tel: +44-20-3008-6887)
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(Tel: +49-611-235-457)
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Panasonic Announces Delisting Schedule
from New York Stock Exchange
Osaka, Japan, April 1, 2013 - Panasonic Corporation ([NYSE:PC/TSE:6752] Panasonic), today announced the delisting schedule from the New York Stock Exchange (NYSE) and notified
to the NYSE on April 1, 2013 (Eastern Time in the U.S.) that it will apply for voluntary delisting of its American Depositary Shares (ADSs), in connection with its announcement on March 28, 2013 relating to its intention of
delisting from the NYSE.
1. Reason for Delisting
Panasonic listed its ADSs on the NYSE in December 1971 mainly to promote trading of its shares and to raise the visibility of the Panasonic brand in the U.S. Since then, Panasonic has made efforts to
enhance disclosures for shareholders and investors with the goal of deepening their understanding of Panasonic, in addition to complying with the disclosure requirements of U.S. securities laws and regulations, providing financial statements in
accordance with U.S. generally accepted accounting principles (U.S. GAAP), and establishing internal controls in accordance with the Sarbanes-Oxley Act of 2002. Meanwhile, the external environment has significantly changed as indicated
by the increases in trading volume of Japanese stocks through stock exchanges in Japan by overseas investors due to the internationalization of the Japanese financial and capital markets, as well as the narrowing of the gap between U.S. and Japanese
disclosure standards with respect to financial reporting due to a series of amendments to Japanese laws and regulations and accounting standards.
While Panasonic believes the initial objectives of the U.S. ADS listing were mainly achieved, it judges that the continued listing on the NYSE is not economically justified, taking into account the fact
that the trading volume of Panasonics ADSs on the NYSE accounts for only a small fraction of the total trading volume of Panasonics shares. Therefore, Panasonic has decided to apply for voluntary delisting of its ADSs from the NYSE and
for termination of registration of its ADSs with SEC under the Exchange Act.
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2. Listed Stock Exchange
Tokyo Stock Exchange, Osaka Securities Exchange, Nagoya Stock Exchange
3. Delisting schedule
(Eastern Time in the U.S.)
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April 1, 2013
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Panasonic to provide NYSE with a written pre-notice of the delisting application
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April 11, 2013
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Panasonic to file Form 25 with the SEC for NYSE delisting and SEC deregistration
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April 22, 2013
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Delisting to become effective
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Panasonic to file Form 15F with the SEC to terminate Panasonics reporting obligations under the Exchange Act
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July 2013
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Deregistration with SEC to become effective
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Termination of Panasonics reporting obligations under the Exchange Act to become effective
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The schedule provided above including the anticipated effective dates may be delayed if the SEC objects or requests an
extended review or for other reasons.
4. Future Plans
While Panasonics reporting obligations under the Exchange Act (including the obligation to file annual reports on Form 20-F) will be terminated, Panasonic will continue to prepare English
consolidated financial statements in accordance with U.S. GAAP and disclose them on Panasonics website, in addition to English translations of disclosure documents pursuant to Japanese law and relevant information such as news releases, in
order to facilitate comparisons with past disclosure. Continuous efforts will be made to maintain and enhance governance and disclosure for shareholders and investors.
After delisting its ADSs from the NYSE, Panasonic intends to maintain its American Depositary Receipt Program in the U.S., and therefore anticipates that its ADSs will continue to be traded in the U.S. on
the over-the-counter market.
5. Contact Information for inquiries regarding Panasonics ADSs
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JPMorgan Service Center (U.S.)
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Tel: U.S.: 1- 800-990-1135 (toll free)
International: +1- 651-453-2128
Website: www.adr.com
E-mail: jpmorgan.adr@wellsfargo.com
(Shareholder Service Representatives are available Monday through Friday, from 7:00 a.m. to 7:00 p.m. Eastern Time in the
U.S.)
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