UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION
OF
A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934
OR
ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER
SECTION
13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number 1-9159
NORSK
HYDRO ASA
(Exact
name of registrant as specified in its charter)
Drammensveien
264, Vækerø
N-0240
Oslo
Norway
+47
22 53 81 00
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
$150,000,000
aggregate principal amount of 8.75% Notes due 2001
$99,428,000
aggregate principal amount of 8.40% Notes due 2004
$300,000,000
aggregate principal amount of 6.36% Notes due 2009
$350,000,000
aggregate principal amount of 9.00% Debentures due 2012
$99,522,000
aggregate principal amount of 9.125% Debentures due 2014
$300,000,000
aggregate principal amount of 7.50% Debentures due 2016
$250,000,000
aggregate principal amount of 6.70% Debentures due 2018
$300,000,000
aggregate principal amount of 7.75% Debentures due 2023
$250,000,000
aggregate principal amount of 7.15% Debentures due 2025
$480,512,000
aggregate principal amount of 7.25% Debentures due 2027
$250,000,000
aggregate principal amount of 6.80% Debentures due 2028
$275,000,000
aggregate principal amount of 7.15% Debentures due 2029
(Title
of each class of securities covered by this Form)
Place an X
in the appropriate box(es) to indicate the provision(s) relied upon to terminate the
duty to file reports under the Securities Exchange Act of 1934:
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Rule 12h-6(a)
¨
(for equity securities)
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Rule 12h-6(d)
¨
(for successor companies)
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Rule 12h-6(c)
x
(for debt securities)
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Rule 12h-6(i)
¨
(for prior Form 15 filers)
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PART
I
Item 1. Exchange
Act Reporting History
A.
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Norsk Hydro ASA (the “Company”) first incurred the duty to
file reports under Section 13(a) of the Securities Exchange Act of 1934
(the “Exchange Act”) in 1986, when the Company filed a Form
20-F
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to
register its ordinary shares of present par value NOK 1.098 each (the
“Ordinary Shares”) with the Commission in connection with the listing of
the Ordinary Shares on the New York Stock Exchange.
B.
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The Company has filed or submitted all reports required under Exchange
Act Sections 13(a) and 15(d) and the corresponding Commission rules for
the 12 months preceding the filing of this Form, and has filed at least
one annual report on Form 20-F under Section 13(a) during this
period.
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Item 2. Recent
United States Market Activity
The
Company last sold securities in the United States in a registered offering under the
Securities Act of 1933 pursuant to a Form F-4 filed on April 20, 2000 (File no. 333 -
11846).
Item 3. Foreign
Listing and Primary Trading Market
Not
applicable.
Item 4. Comparative
Trading Volume Data
Not
applicable.
Item 5. Alternative
Record Holder Information
Not
applicable.
Item 6. Debt
Securities
The 8.40%
Notes due 2004 and 8.75% Notes due 2001 have been satisfied. The Company and its
subsidiaries, as the case may be, have been released from their obligations under the
remaining debt securities described on the cover of this Form as a result of assumption
of such obligations by StatoilHydro ASA. Consequently, neither the Company nor any of
its subsidiaries has any outstanding debt securities registered with the
Commission.
Item 7. Notice
Requirement
A.
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On October 23, 2007, the Company published the notice required by
Exchange Act Rule 12h-6(h), disclosing the Company’s intent to
terminate its duty to file reports under Sections 13(a) and 15(d) of
the Exchange Act.
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B.
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The Company distributed this notice via Prime Newswire and submitted
the notice to the Commission under cover of a Form 6-K on October 25,
2007.
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Item 8. Prior
Form 15 Filers
Not
applicable.
PART
II
Item 9. Rule
12g3-2(b) Exemption
Not
applicable.
PART
III
Item 10. Exhibits
None.
Item 11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before
the effectiveness of its termination of reporting under Rule 12h-6, it has actual
knowledge of information that causes it reasonably to believe that, at the time of
filing the Form 15F:
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(1)
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The average daily trading volume of its subject class of securities in
the United States exceeded 5 percent of the average daily trading
volume of that class of securities on a worldwide basis for the same
recent 12-month period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
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(2)
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Its subject class of securities was held of record by 300 or more
United States residents or 300 or more persons worldwide, if proceeding
under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
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(3)
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It otherwise did not qualify for termination of its Exchange Act
reporting obligations under Rule 12h-6.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Norsk Hydro ASA has duly
authorized the undersigned person to sign on its behalf this certification on Form 15F.
In so doing, Norsk Hydro ASA certifies that, as represented on this Form, it has
complied with all of the conditions set forth in Rule 12h-6 for terminating its
registration under section 12(g) of the Exchange Act, or its duty to file reports under
section 13(a) or section 15(d) of the Exchange Act, or both.
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NORSK
HYDRO ASA |
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Date:
November 29, 2007 |
By:
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/s/ John
Ove Ottestad |
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Name:
John Ove Ottestad
Title: Executive Vice President and
Chief Financial Officer
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