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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 20-F/A

(Amendment No. 1)

 

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¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2005

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

OR

 

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                         

Commission file number 0-9929

 

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MITSUI BUSSAN KABUSHIKI KAISHA

(Exact name of Registrant as specified in its charter)

MITSUI & CO., LTD.

(Translation of Registrant’s name into English)

 

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JAPAN

(Jurisdiction of incorporation or organization)

2-1, OHTEMACHI 1-CHOME, CHIYODA-KU, TOKYO 100-0004, JAPAN

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Stock

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

 

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2005, 1,582,210,630 shares of common stock were outstanding including

7,359,040 shares represented by an aggregate of 367,952 American Depositary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x  Yes    ¨  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x		Accelerated filer ¨		Non-accelerated filer ¨

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ¨        Item 18 x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

 

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Explanatory Note

The registrant hereby amends its annual report on Form 20-F for the year ended March 31, 2005, which was filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2005 (the “original filing date”). The purpose of this amendment is to reflect the revision of the disclosures concerning (1) the registrant’s iron ore and coal production tonnages and (2) its iron ore and coal reserve tonnages, which are set forth under “D. Property, Plants and Equipment” of “Item 4. Information on the Company”, in response to comments raised by the SEC. Except for the amended disclosures set forth herein, this Amendment No. 1 to the annual report on Form 20-F continues to describe conditions as of the original filing date, and the registrant has not modified or updated the disclosures contained in the original annual report to reflect events, results or developments that occurred after the original filing date. Among other things, forward-looking statements contained in the original annual report on Form 20-F have not been revised to reflect events, results or developments that occurred or facts that became known to the registrant after the original filing date, and such forward-looking statements should be read in their historical context.

Certain References and Information

As used in this report, “Mitsui” is used to refer to Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha), “we”, “us”, and “our” are used to indicate Mitsui & Co., Ltd. and subsidiaries, unless otherwise indicated.

 

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PART I

Item 4. Information on the Company

D. Property, Plants and Equipment

Mining Activities

Production Tonnage

IRON ORE

Production tonnage figures in the table below represent those of marketable products as tonnage after accounting for extraction and beneficiation losses.

 

						In Thousands of Tonnes
						Year Ended March 31,
						2005				2004				2003
Joint Venture or Investee and Name of Mines		Mitsui’s Subsidiary or Associated Company		Location		Total Production		Mitsui’s Share		Total Production		Mitsui’s Share		Total Production		Mitsui’s Share
Robe River Iron Associates		Mitsui Iron Ore Development Pty. Ltd.		Pilbara Region, Western Australia
Pannawonica						31,024		10,238		30,240		9,979		31,155		10,281
West Angelas						19,560		6,455		14,181		4,680		7,342		2,423
Mount Newman Joint Venture		Mitsui Itochu Iron Pty. Ltd.		Pilbara Region, Western Australia
Mt. Whaleback						34,991		2,449		36,333		2,543		30,348		2,124
Yandi Joint Venture		Mitsui Iron Ore Development Pty. Ltd.		Pilbara Region, Western Australia
Marillana Creek						40,898		2,863		40,548		2,838		35,410		2,479
Mount Goldsworthy Joint Venture		Mitsui Iron Ore Development Pty. Ltd.		Pilbara Region, Western Australia
North Area (Yarrie) (Nimingarra)						5,292		370		7,006		490		8,101		567
Area C						16,753		1,173		3,736		262		—		—
Sesa Goa Limited		Sesa Goa Limited		India
Codli, Sonshi				Goa		2,983		1,521		2,941		1,500		2,402		1,225
Chitradurga, Hospet				Karnataka		2,063		1,052		1,556		794		1,255		640
				TOTAL		153,564		26,121		136,541		23,086		116,013		19,739

COAL

Production tonnage figures in the table below represent those of marketable products as tonnage after accounting for extraction and beneficiation losses.

 

						In Thousands of Tonnes
						Year Ended March 31,
						2005				2004				2003
Joint Venture or Investee and Name of Mines		Mitsui’s Subsidiary or Associated Company		Location		Total Production		Mitsui’s Share		Total Production		Mitsui’s Share		Total Production		Mitsui’s Share
BHP Mitsui Coal Pty. Ltd.		Mitsui Iron Ore Development Pty. Ltd.		Queensland, Australia
Riverside						3,323		665		2,641		528		3,402		680
South Walker Creek						3,658		732		3,927		785		3,341		668
Bengalla Joint Venture		Mitsui Coal Holdings Pty. Ltd.		New South Wales, Australia		5,312		531		6,203		620		5,385		539
Kestrel Joint Venture		Mitsui Coal Holdings Pty. Ltd.		Queensland, Australia		3,282		656		3,322		664		4,091		818
Moura Joint Venture		Mitsui Coal Holdings Pty. Ltd.		Queensland, Australia		7,023		3,441		5,964		2,922		5,845		2,786
German Creek Joint Venture (1)		Mitsui Coal Holdings Pty. Ltd.		Queensland, Australia		5,782		1,735		5,422		1,627		2,905		872
				TOTAL		28,380		7,760		27,479		7,146		24,969		6,363

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(1)	Reflects production tonnage from our participation since July 2002.

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Reserve Tonnage

IRON ORE

Reserves of iron ore classified according to operator are presented in the tables below. As used below, “marketable reserve” refers to tonnage after accounting for extraction and beneficiation losses, and “recoverable reserve” refers to tonnage after accounting for extraction losses.

Operator: Rio Tinto Ltd.^{(1) (2)}

Reserves as disclosed by Rio Tinto Ltd. consist of proved and probable marketable reserves.

 

						In Millions of Tonnes
						Year Ended December 31,
						2004				2003				2002
Joint Venture or Investee and Name of Mines		Mitsui’s Subsidiary or Associated Company		Location		Total Marketable Reserve		Mitsui’s Share		Total Marketable Reserve		Mitsui’s Share		Total Marketable Reserve		Mitsui’s Share
Robe River Iron Associates		Mitsui Iron Ore Development Pty. Ltd.		Pilbara Region, Western Australia
Pannawonica						172		57		200		66		230		76
West Angelas						418		138		440		145		455		150

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(1)	Iron ore reserves are shown as recoverable reserves of marketable product after accounting for all mining and processing losses. Mill recoveries are not available.

(2)	Reserves of Robe River Iron Associates indicate reserves as of the end of December 2004, 2003 and 2002.

Operator: BHP Billiton Ltd. ^{(1) (2)(3)(4)}

Reserve amounts of Mt. Newman, Yandi and Mt. Goldsworthy consist of proved and probable recoverable reserves.

 

						In Millions of Tonnes
						Year Ended June 30,
						2004				2003				2002
Joint Venture or Investee and Name of Mines		Mitsui’s Subsidiary or Associated Company		Location		Total recoverable Reserve(2)		Mitsui’s Share		Total recoverable Reserve		Mitsui’s Share		Total recoverable Reserve		Mitsui’s Share
Mount Newman Joint Venture		Mitsui Itochu Iron Pty. Ltd.		Pilbara Region, Western Australia
Mt. Whaleback						955		67		1,026		72		1,193		84
Yandi Joint Venture		Mitsui Iron Ore Development Pty. Ltd.		Pilbara Region, Western Australia
Marillana Creek						901		63		641		45		687		48
Mount Goldsworthy Joint Venture		Mitsui Iron Ore Development Pty. Ltd.		Pilbara Region, Western Australia
North Area (Yarrie) (Nimingarra)						13		1		21		2		28		2
Area C						499		35		204		14		209		15

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(1)	Reserves listed for each joint venture include a combination of High Grade (direct crusher feed) and Low Grade (usually requiring beneficiation).

(2)	Mining dilution and mining recovery (in general around 95 per cent) has been taken into account in the estimation of reserves.

(3)	Metallurgical recovery is 100% except for the low-grade portion of the Whaleback deposit (181 million tonnes) where the beneficiation plant recovery is 59%.

(4)	Reserves provided in the table above indicate reserves as of the end of June 2004, 2003 and 2002.

Operator: Sesa Goa Ltd. ^{(1) (2)}

Reserve amounts of Sesa Goa consist of proved and probable recoverable reserves.

 

						In Millions of Tonnes
						Year Ended March 31,
						2005				2004				2003
Joint Venture or Investee and Name of Mines		Mitsui’s Subsidiary or Associated Company		Location		Total recoverable Reserve		Mitsui’s Share		Total recoverable Reserve		Mitsui’s Share		Total recoverable Reserve		Mitsui’s Share
Sesa Goa Limited		Sesa Goa Limited		India
Codli, Sonshi				Goa		55		28		55		28		53		27
Chitradurga, Hospet				Karnataka		30		15		20		10		20		10

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(1)	Iron ore reserves are shown as recoverable reserves before accounting for all mining and processing losses. For the year ended March 31, 2005, average rates of mill recovery for marketable products for Codli and Sonshi; and for Chitradurga and Hospet were 69% and 75%, respectively.

(2)	Reserves of Sesa Goa Ltd. indicate reserves as of the end of March 2005, 2004 and 2003.

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COAL

In the table below, coal reserves are shown as marketable reserves, which are tonnage after accounting for extraction and processing and preparation losses.

 

								In Millions of Tonnes
								Year Ended March 31,
								2005				2004				2003
Joint Venture or Investee and Name of Mines		Operator		Mitsui’s Subsidiary or Associated Company		Location		Total Reserve		Mitsui’s Share		Total Reserve		Mitsui’s Share		Total Reserve		Mitsui’s Share
BHP Mitsui Coal Pty. Ltd. (1)		BHP Billiton Ltd.		BHP Mitsui Coal Pty. Ltd.		Queensland, Australia
Riverside								3		1		5		1		7		1
South Walker Creek								92		18		96		19		60		12
Bengalla Joint Venture(2)		Rio Tinto Ltd.		Mitsui Coal Holdings Pty. Ltd.		New South Wales, Australia		161		16		166		17		185		19
Kestrel Joint Venture(2)		Rio Tinto Ltd.		Mitsui Coal Holdings Pty. Ltd.		Queensland, Australia		120		24		123		25		127		25
Moura Joint Venture(2)		Anglo American		Mitsui Coal Holdings Pty. Ltd.		Queensland, Australia		208		102		132		65		97		48
German Creek Joint Venture (2)		Anglo American		Mitsui Coal Holdings Pty. Ltd.		Queensland, Australia		78		23		90		27		111		33
						TOTAL		662		184		612		154		587		138

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(1)	Reserves of BHP Mitsui Coal Pty. Ltd. indicates reserves as of the end of June 2004, 2003 and 2002, respectively. 2005 reserves means reserves as of the end of June 2004.

(2)	Reserves of Bengalla Joint Venture, Kestrel Joint Venture, Moura Joint Venture and German Creek Joint Venture indicate reserves as of the end of December 2004, 2003 and 2002, respectively. 2005 reserves mean reserves as of the end of December 2004.

We own 15% profit share of Valepar S.A., which owns 34% of profit share of the common stock and preferred stock of Companhia Vale do Rio Doce (“CVRD”). Accordingly, CVRD’s 5.1% (34% X 15%) of its production and reserve amounts are indirectly attributable to us. The following table provides iron ore production and reserve amounts of CVRD and Mitsui’s share of the production and reserve amounts of CVRD.

Production Tonnage (for the year ended December 31)

 

Millions of Tonnes
2004				2003				2002
Total Production		Mitsui’s Share		Total Production		Mitsui’s Share		Total Production		Mitsui’s Share
211.3		10.8		188.3		9.6		168.7		8.6

Proven and Probable Reserves (as of December 31)

 

Millions of Tonnes
2004				2003				2002
Total Reserve		Mitsui’s Share		Total Reserve		Mitsui’s Share		Total Reserve		Mitsui’s Share
6,869.1		350.3		4,926.20		251.6		4,458.60		227.7

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PART II

Item 15. Controls and Procedures.

Disclosure Controls and Procedures

In connection with the original filing of our annual report on Form 20-F for the year ended March 31, 2005, our management, with the participation of its principal executive and principal financial officers, performed an evaluation of the effectiveness of disclosure controls and procedures (as defined by Rule 13a-15(e) under the U.S. Securities Exchange Act of 1934) as of the end of the period covered by the annual report. Based upon that evaluation, our principal executive and principal financial officers concluded that the disclosure controls and procedures were effective as of the end of the period covered by the annual report. In connection with the filing of this amendment to the annual report, our management, with the participation of its principal executive and principal financial officers, performed a reevaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by the annual report. Based upon that reevaluation, which included examination of the process for gathering and summarizing the information relating to our mining activities, our principal executive and principal financial officers have concluded that the disclosure controls and procedures were effective as of the end of the period covered by the annual report.

There was no change in our internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In November 2004, Mitsui has completed the implementation of a new enterprise resource planning system based on SAP R/3, which records contracts, controls delivery of goods, manages settlement and runs financial reporting applications.

 

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Item 19. Exhibits.

Exhibits

 

Exhibit Number			Document
1.1	†		The Articles of Incorporation of Mitsui & Co., Ltd., as of June 24, 2005 (English-language translation).
1.2	*		The Share Handling Regulation of Mitsui & Co., Ltd., as amended on June 24, 2004 (English-language translation).
1.3	*		The Rules of the Board of Directors of Mitsui & Co., as amended on April 1, 2004 (English-language translation).
1.4	†		The Rules of the Board of Corporate Auditors of Mitsui & Co., as amended on September 8, 2004 (English-language translation).
2.1	**		Deposit Agreement, dated October 1, 1982 among Mitsui & Co., Ltd., Citibank, N.A., and holders of ADRs and European Depositary Receipts.
8.1	†		List of Subsidiaries of Mitsui & Co., Ltd.
11.1	†		Code of Ethics for Senior Financial Officers and Professionals.
11.2	†		Business Conduct Guidelines for Employees and Officers of Mitsui & Co., Ltd.
12.1			Certification of the principal executive officer of Mitsui & Co., Ltd. required by Rule 13a-14(a).
12.2			Certification of the principal financial officer of Mitsui & Co., Ltd. required by Rule 13a-14(a).
13.1	†		Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

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*	Incorporated by reference to the corresponding exhibit to our annual report on Form 20-F (File No. 0-9929) filed on September 30, 2004.

**	Incorporated by reference to the corresponding exhibit to our annual report on Form 20-F (File No. 0-9929) filed on September 27, 2002.

†	Previously filed with the Securities and Exchange Commission on September 26, 2005.

We have not included as exhibits certain instruments with respect to our long-term debt, the amount of debt authorized under each of which does not exceed 10% of our total assets, and we agree to furnish a copy of any such instruments to the Securities and Exchange Commission upon request.

 

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 

Date: May 31, 2006		by

 

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INDEX OF EXHIBITS

 

Exhibit Number		Document
1.1†		The Articles of Incorporation of Mitsui & Co., Ltd., as of June 24, 2005 (English-language translation).
1.2*		The Share Handling Regulation of Mitsui & Co., Ltd., as amended on June 24, 2004 (English-language translation)
1.3*		The Rules of the Board of Directors of Mitsui & Co., Ltd., as amended on April 1, 2004 (English-language translation).
1.4†		The Rules of the Board of Corporate Auditors of Mitsui & Co., Ltd., as amended on September 8, 2004 (English-language translation).
2.1**		Deposit Agreement, dated October 1, 1982 among Mitsui & Co., Ltd., Citibank, N.A., and holders of ADRs and European Depositary Receipts.
8.1†		List of Subsidiaries of Mitsui & Co., Ltd.
11.1†		Code of Ethics for Senior Financial Officers and Professionals.
11.2†		Business Conduct Guidelines for Employees and Officers of Mitsui & Co., Ltd.
12.1		Certification of the principal executive officer of Mitsui & Co., Ltd., required by Rule 13a-14(a).
12.2		Certification of the principal financial officer of Mitsui & Co., Ltd., required by Rule 13a-14(a).
13.1†		Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 for Title 18 of the United States Code.

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*	Incorporated by reference to the corresponding exhibit to our annual report on Form 20-F (File No. 0-9929) filed on September 30, 2004.

**	Incorporated by reference to the corresponding exhibit to our annual report on Form 20-F (File No. 0-9929) filed on September 27, 2002.

†	Previously filed with the Securities and Exchange Commission on September 26, 2005.

We have not included as exhibits certain instruments with respect to our long-term debt, the amount of debt authorized under each of which does not exceed 10% of our total assets, and we agree to furnish a copy of any such instruments to the Securities and Exchange Commission upon request.