UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of May, 2010
1-15240
(Commission File Number)
JAMES HARDIE INDUSTRIES SE
(Translation of registrants name into English)
Atrium, 8th floor
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or 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):
Not Applicable
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):
Not Applicable
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): Not Applicable
Safe Harbour Statement
This 6K and exhibits include statements about the benefit of James Hardies re-domicile to
Ireland as an Irish SE (the Proposal) may contain forward-looking statements. James Hardie may
from time to time make forward-looking statements in its periodic reports filed with or
furnished to the United States Securities and Exchange Commission on Forms 20-F and 6-K, in the
annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses,
in media releases and other written materials and in oral statements made by the companys
officers, directors or employees to analysts, institutional investors, existing and potential
lenders, representatives of the media and others. Statements that are not historical facts are
forward-looking statements and such forward-looking statements are statements made pursuant to
the Safe Harbour Provisions of the Private Securities Litigation Reform Act of 1995. Examples
of forward-looking statements include:
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statements about the companys future performance; |
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projections of the companys results of operations or financial condition; |
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statements regarding the companys plans, objectives or goals, including those relating
to its strategies, initiatives, competition, acquisitions, dispositions and/or its products; |
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expectations concerning the costs associated with the suspension or closure of
operations at any of the companys plants and future plans with respect to any such plants; |
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expectations that the companys credit facilities will be extended or renewed; |
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expectations concerning dividend payments; |
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statements concerning the companys corporate and tax domiciles and potential changes
to them, including potential tax charges; |
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statements regarding tax liabilities and related audits, reviews and proceedings; |
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statements as to the possible consequences of proceedings brought against the company
and certain of its former directors and officers by the ASIC; |
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expectations about the timing and amount of contributions to the AICF, a special
purpose fund for the compensation of proven Australian asbestos-related personal injury and
death claims; |
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expectations concerning indemnification obligations; and |
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statements about product or environmental liabilities. |
Words such as believe, anticipate, plan, expect, intend, target, estimate,
project, predict, forecast, guideline, aim, will, should, continue and similar
expressions are intended to identify forward-looking statements but are not the exclusive means
of identifying such statements. Readers are cautioned not to place undue reliance on these
forward-looking statements and all such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements.
Forward-looking statements are based on the companys estimates and assumptions and because
forward-looking statements address future results, events and conditions, they, by their very
nature, involve inherent risks and uncertainties. Such known and unknown risks, uncertainties
and other factors may cause the companys actual results, performance or other achievements to
differ materially from the anticipated results, performance or achievements expressed,
projected or implied by these forward-looking statements. These factors, some of which are discussed under Risk Factors in James Hardies registration
statement (described below under the heading Additional information and where to find it)
include, but are not limited to:
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all matters relating to or arising out of the prior manufacture of products that
contained asbestos by current and former James Hardie subsidiaries; |
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required contributions to the AICF, any shortfall in the AICF and the effect of
currency exchange rate movements on the amount recorded in the companys financial
statements as an asbestos liability; |
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compliance with and changes in tax laws and treatments; |
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competition and product pricing in the markets in which the company operates; |
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the consequences of product failures or defects; |
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exposure to environmental, asbestos or other legal proceedings; general economic and
market conditions; |
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the supply and cost of raw materials; the success of research and development efforts; |
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reliance on a small number of customers; |
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a customers inability to pay; |
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compliance with and changes in environmental and health and safety laws; |
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risks of conducting business internationally; |
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the companys proposal to transfer its corporate domicile from The Netherlands to
Ireland to become an Irish SE company; |
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compliance with and changes in laws and regulations; |
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currency exchange risks; |
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the concentration of the companys customer base on large format retail customers,
distributors and dealers; |
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the effect of natural disasters; |
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changes in the companys key management personnel; |
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inherent limitations on internal controls; |
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use of accounting estimates; and |
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all other risks identified in the companys reports filed with Australian, Dutch and
US securities agencies and exchanges (as appropriate). |
The company cautions that the foregoing list of factors is not exhaustive and that other risks
and uncertainties may cause actual results to differ materially from those in forward-looking
statements. Forward-looking statements speak only as of the date they are made and are
statements of the companys current expectations concerning future results, events and
conditions.
Additional information and where to find it
In connection with the Proposal, James Hardie has lodged with Australian Securities Exchange
(ASX) and filed with the United States Securities and Exchange Commission (SEC) a Registration
Statement on Form F-4 with additional information concerning the Proposal, including a copy of
an Explanatory Memorandum/prospectus. The Registration Statement was declared effective by the
SEC on April 21, 2010.
While there is no new issue of securities involved in the Proposal under Australian law, under
the US federal securities law James Hardie Industries SE is treated as a new registrant and the
Explanatory Memorandum constitutes a prospectus for the purposes of US federal securities law.
The Explanatory Memorandum is not a prospectus for the purposes of Australias Corporations
Act, 2001. Accordingly, it does not contain all of the information that would be required to be
contained in an Australian prospectus and has not been, and will not be, lodged with the ASIC.
Investors and security holders of James Hardie are urged to read the Explanatory Memorandum and
any amendments, as well as any other relevant documents lodged or filed with the ASX or SEC as
they become available because they contain and will contain important information about James
Hardie and the Proposal. The Registration Statement, James Hardies Annual Report on Form 20-F
and James Hardies subsequent reports filed with or furnished to the SEC and other relevant
materials (when they become available) may be read and copied at the SECs public reference
room located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of
the Public Reference Rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website, www.sec.gov, from which any electronic filings made by James Hardie may be
obtained without charge. In addition, investors and security holders may obtain copies of the
documents filed with or furnished to the SEC upon oral or written request without charge.
Requests may be made by calling the Information Helpline in Australian at 1800 675 021 (between
8.00am and 5.00pm AEST) or elsewhere in the world at +1-949-367-4900 (between 8.00am and 5.00pm
US Central Time) or in writing by regular and electronic mail at the following address: James
Hardie Industries SE, Atrium, 8th Floor, Strawinskylaan 3077, 1077 ZX Amsterdam, The
Netherlands, Attention: Company Secretary; email:
[email protected].
All material documents filed with the SEC will also be lodged with the ASX and posted on the
James Hardie Investor Relations website (www.jameshardie.com, select James Hardie Investor
Relations).
Participants in the solicitation
James Hardie and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of James Hardie in connection with the Proposal.
Information about the executive officers and directors of James Hardie and their ownership of
James Hardie common stock is set out in the Explanatory Memorandum forming part of the
Registration Statement.
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Chairmans address |
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99.2 |
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EIM Presentation |
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SIGNATURES
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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James Hardie Industries SE
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Date: Friday, 28 May 2010 |
By: |
/s/Marcin Firek
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Marcin Firek |
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Legal Counsel, Australia and Company Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Chairmans Address |
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99.2 |
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EIM Presentation |