As filed with the Securities and Exchange Commission on May 21, 2007
Registration No. 333-101382
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TELSTRA CORPORATION LIMITED
(A.B.N. 33 051 775 556)
(Exact Name of Registrant as Specified in Its Charter)
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| Commonwealth of Australia
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None |
| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
242 Exhibition Street
Melbourne, Victoria 3000
Australia
(61-3) 9634-6400
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Amy G. Rosen
Telstra Inc.
40 Wall Street, 40th Floor
New York, NY 10005
Tel: (212) 863-2811
(Name, Address and Telephone Number of Agent For Service)
Copies to:
John E. Estes, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
Approximate date of commencement of proposed sale to the public: N/A
If only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
On November 22, 2002, Telstra Corporation Limited (“Telstra”) filed a registration statement
on Form F-3 (Registration No. 333-101382), registering $1,250,000,000 aggregate principal amount of
debt securities and carrying forward $750,000,000 of debt securities registered under Registration
Statement No. 333-12866. Telstra subsequently filed Pre-Effective Amendment No. 1 on May 16, 2003,
Pre-Effective Amendment No. 2 on March 18, 2004, Pre-Effective Amendment No. 3 on August 11, 2004,
and Pre-Effective Amendment No. 4 on August 11, 2004, each pertaining to the same offering
(together, the “Registration Statements”).
Telstra is filing this Post-Effective Amendment No. 1 to remove from registration the
$2,000,000,000 aggregate principal amount of debt securities that were registered or carried
forward under the Registration Statements but remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and
has duly caused this registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Melbourne, Commonwealth of Australia, on May
17, 2007.
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TELSTRA CORPORATION LIMITED
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By: |
/s/ John V. Stanhope
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Name: |
John V. Stanhope |
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Title: |
Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement or amendment thereto has been signed below by the following persons in their capacity
indicated on May 17, 2007.
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| Name |
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Title |
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Donald G. McGauchie |
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Chairman |
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Sol Trujillo |
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Chief Executive Officer and Director |
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Geoffrey Cousins |
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Director |
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Belinda J. Hutchinson |
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Director |
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Catherine B. Livingstone |
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Director |
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Charles Macek |
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Director |
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John W. Stocker |
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Director |
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Peter J. Willcox |
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Director |
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John D. Zeglis |
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Director |