|
Registration
No. 333-
|
|
Scott
A. Ziegler, Esq.
|
Andrew
D. Soussloff, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
|
Sullivan
& Cromwell LLP
125
Broad Street
New
York, New York 10004
(212)
558-4000
|
|
It
is proposed that this filing become effective under Rule
466
|
|
|
ximmediately
upon
filing
|
|
|
o
on
(Date)
at (Time)
|
|
|
Title
of each class of
Securities
to be registered
|
Amount
to be registered
|
Proposed maximum
aggregate price per
unit (1)
|
Proposed maximum
aggregate offering
price
(2)
|
Amount of
registration fee
|
|||||
|
American
Depositary Shares evidenced by American Depositary Receipts,
each American
Depositary Share representing one exchangeable bearer depositary
receipt
issued by Stichting ING Aandelen for ordinary shares with
a nominal value
of 0.24 Euros each of ING Groep N.V.
|
200,000,000
|
$0.05
|
$10,000,000
|
$307
|
|
Location
in Form of
|
||||
|
Item
Number
|
Receipt
Filed Herewith
|
|||
|
and
Caption
|
as
Prospectus
|
|||
|
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
|
||||
|
1.
|
Name
of depositary and address of its principal executive
office
|
Face,
introductory paragraph and bottom.
|
||
|
2.
|
Title
of American Depositary Receipts and identity of deposited
securities
|
Face,
top center and introductory paragraph
|
||
|
Terms
of Deposit
|
||||
|
(i)
|
The
amount of deposited securities represented by one unit of American
Depositary Receipts
|
Face,
upper right corner and introductory paragraph
|
||
|
(ii)
|
The
procedure for voting, if any, the deposited securities
|
Reverse,
paragraph (14)
|
||
|
(iii)
|
The
collection and distribution of dividends
|
Face,
paragraph (4); Reverse, paragraphs (12) and (17)
|
||
|
(iv)
|
The
transmission of notices, reports and proxy soliciting
material
|
Face,
paragraph (11); Reverse, paragraphs (14) and (16)
|
||
|
(v)
|
The
sale or exercise of rights
|
Face,
paragraph (4); Reverse, paragraphs (12) and (17)
|
||
|
(vi)
|
The
deposit or sale of securities resulting from dividends, splits
or plans of
reorganization
|
Face,
paragraph (4); Reverse, paragraphs (12), (15) and (17)
|
||
|
(vii)
|
Amendment,
extension or termination of the deposit agreement
|
Reverse,
paragraphs (20) and (21) (no provision for
extension)
|
||
|
Location
in Form of
|
||||
|
Item
Number
|
Receipts
Filed
|
|||
|
and
Caption
|
Herewith
as Prospectus
|
|||
|
(viii)
|
Rights
of holders of Receipts to inspect the transfer books of the Depositary
and
the lists of holders of Receipts
|
Reverse,
paragraph (16)
|
||
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Face,
paragraphs (2), (4), and (5)
|
||
|
(x)
|
Limitation
upon the liability of the Depositary and/or the Company
|
Reverse,
paragraph (18)
|
||
|
3.
|
Description
of all fees and charges which may be imposed directly or indirectly
against the holders of Receipts
|
Face,
paragraph (8)
|
||
|
Item
2. AVAILABLE INFORMATION
|
||||
|
Location
in Form of
|
||||
|
Item
Number
|
Receipt
Filed
|
|||
|
and
Caption
|
Herewith
as Prospectus
|
|||
|
2(b)
Statement that the foreign issuer is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Securities and Exchange Commission
and that
such reports can be inspected by holders of American Depositary
Receipts
and copied at public reference facilities maintained by the Securities
and
Exchange Commission in Washington, D.C.
|
Face,
paragraph (11)
|
|||
| (a)(1) |
Deposit
Agreement.
Amended
and Restated Deposit Agreement dated as of March 17, 2004 among ING
Groep
N.V, Stichting ING Aandelen, as Trustee, JPMorgan Chase Bank, as
depositary (the "Depositary"), and all holders from time to time
of
American Depositary Receipts issued thereunder (the "Deposit
Agreement"),
including the form of American Depositary Receipt. Previously filed
as an
exhibit to Registration Statement No. 333-113697 and incorporated
herein
by reference.
|
| (a)(2) |
Form
of ADR. Filed
herewith as Exhibit (a)(2).
|
| (b) |
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.
|
| (c) |
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.
|
| (d) |
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
|
| (e) |
Certification
under Rule 466. Filed
herewith as Exhibit (e).
|
| (f) |
Power
of Attorney. Included
as part of the signature pages
hereto.
|
|
(a)
|
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.
|
|
(b)
|
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.
|
|
Legal
entity created by the form of Deposit Agreement for
the
issuance of ADRs evidencing American Depositary
Shares
|
||
|
By:
|
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
|
By:
|
/s/Melinda
L.
VanLuit
|
|
|
Name:
|
Melinda
L. VanLuit
|
|
|
Title:
|
Vice
President
|
|
|
ING
GROEP N.V.
|
||
|
By:
|
/s/J.C.R.
Hele
|
|
|
Name:
|
J.C.R.
Hele
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
Signatures
|
Title
|
|
|
/s/M.J.G.
Tilmant
|
Chairman
of the Executive Board
|
|
|
M.J.G.
Tilmant
|
||
|
/s/J.C.R.
Hele
|
Member
of the Executive Board
|
|
|
J.C.R.
Hele
|
(Chief
Financial Officer)
|
|
|
/s/J.H.
van Barneveld
|
(Principal
Accounting Officer)
|
|
|
J.
H. van Barneveld
|
|
/s/E.F.C.B.
Boyer de la Giroday
|
Member
of the Executive Board
|
|
|
E.F.C.B.
Boyer de la Giroday
|
||
|
/s/D.H.
Harryvan
|
Member
of the Executive Board
|
|
|
D.H.
Harryvan
|
||
|
/s/T.J.
McInerney
|
Member
of the Executive Board
|
|
|
T.J.McInerney
|
||
|
/s/C.P.A.J.
Leenaars
|
Member
of the Executive Board
|
|
|
C.P.A.J.
Leenaars
|
||
|
/s/J.M.G.J.
de Vaucleroy
|
Member
of the Executive Board
|
|
|
J.M.G.J.
de Vaucleroy
|
||
|
/s/H.
van der Noordaa
|
Member
of the Executive Board
|
|
|
H.
van der Noordaa
|
||
|
/s/J.V.
Timmermans
|
Member
of the Executive Board
|
|
|
J.V.
Timmermans
|
(Chief
Risk Officer)
|
|
|
/s/M.S.
Cohen
|
Authorized
Representative in the
|
|
|
M.S.
Cohen
|
United
States
|
|
STICHTING
ING AANDELEN
|
||
|
By:
|
/s/J.J.M.
Veraart
|
|
|
Name:
|
J.J.M.
Veraart
|
|
|
Title:
|
Chairman
of the Executive Committee
|
|
|
Signatures
|
Title
|
|
|
/s/J.J.M.
Veraart
|
Chairman
of the Executive Committee
|
|
|
J.J.M.
Veraart
|
||
|
/s/H.J.
Blaisse
|
Member
of the Executive Committee
|
|
|
H.J.
Blaisse
|
||
|
/s/T.
Regtuijt
|
Member
of the Executive Committee
|
|
|
T.
Regtuijt
|
||
|
/s/P.M.L.
Frentrop
|
Member
of the Executive Committee
|
|
|
P.M.L.
Frentrop
|
||
|
/s/C.J.
van den Driest
|
Member
of the Executive Committee
|
|
|
C.J.
van den Driest
|
|
Exhibit
Number
|
Sequentially
Numbered
Page
|
|
|
(a)(2)
|
Form
of ADR
|
|
|
(d)
|
Opinion
of Counsel to the Depositary
|
|
|
(e)
|
Certification
under Rule 466
|