UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A No. 1
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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
For the transition period from to
Commission file number 1-15240
JAMES HARDIE INDUSTRIES N.V.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
The Netherlands
(Jurisdiction of incorporation or organization)
Atrium, 8th floor
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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| Title of each class:
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Name of each exchange on which registered: |
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| Common stock, represented by CHESS Units of Foreign Securities
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New York Stock Exchange* |
| CHESS Units of Foreign Securities
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New York Stock Exchange* |
| American Depositary Shares, each representing five units
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New York Stock Exchange |
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* Listed, not for trading, but only in connection with the registered American Depositary Shares, pursuant to the requirements
of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None.
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: 467,295,391 shares of common
stock at March 31, 2007.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. þ Yes o 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. o Yes þ No
Note — Checking the box will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
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. þ Yes o 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 þ Accelerated filer o Non-accelerated filer o
Indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 þ Item 18
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). o Yes þ No
Explanatory Note
This Amendment No. 1 to our Annual Report on Form 20-F for the fiscal year ended March 31,
2007 amends Item 16C. Principal Accountant Fees and Services to correct the fees paid for such
fiscal year.
Item 16C. Principal Accountant Fees and Services
Fees Paid to Our Independent Registered Public Accounting Firm
Fees paid to our independent registered public accounting firm for services provided for fiscal
years 2007, 2006 and 2005 were as follows:
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Fiscal Years Ended March 31, |
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2007 |
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2006 |
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2005 |
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(In millions) |
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Audit Fees (1) |
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$ |
2.1 |
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$ |
1.6 |
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$ |
3.1 |
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Audit-Related Fees (2) |
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0.1 |
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0.1 |
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0.2 |
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Tax Fees (3) |
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8.0 |
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5.2 |
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4.2 |
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Audit Fees include the aggregate fees for professional services rendered by our independent
registered public accounting firm. Professional services include the audit of our annual
financial statements and services that are normally provided in connection with statutory and
regulatory filings. During the fiscal year ended March 31, 2007, total audit fees also included fees for Sarbanes-Oxley compliance testing of $0.8 million.
During the fiscal year ended March 31, 2005, total audit fees also
included internal investigation fees of $1.9 million. |
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Audit-Related Fees include the aggregate fees billed for assurance and related services
rendered by our independent registered public accounting firm. Our independent registered
public accounting firm did not engage any temporary employees to conduct any portion of the
audit of our financial statements for the fiscal year ended March 31, 2007. |
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Tax Fees include the aggregate fees billed for tax compliance, tax advice and tax planning
services rendered by our independent registered public accounting firm. |
In addition to the fees described above, the Company incurred minor fees from the Company’s
independent registered public accounting firm related to the purchase and use of software.
Audit Committee Pre-Approval Policies and Procedures
In accordance with our Audit Committee’s policy and the requirements of the law, all services
provided by PricewaterhouseCoopers LLP are pre-approved annually by the Audit Committee.
Pre-approval includes a list of specific audit and non-audit services in the following categories:
audit services, audit-related services, tax services and other services. Any additional services
that we may ask our independent registered public accounting firm to perform will be set forth in a
separate document requesting Audit Committee approval in advance of the service being performed.
All of the services pre-approved by the Audit Committee are permissible under the SEC’s auditor
independence rules. To avoid potential conflicts of interest, the law prohibits a publicly traded
company from obtaining certain non-audit services from its independent registered public accounting
firm. We obtain these services from other service providers as needed.