FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
ANNOUNCEMENT CONCERNING TOYO OFFICEMATION INC. BECOMING A WHOLLY
OWNED SUBSIDIARY OF MITSUI & CO., LTD.
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 17, 2003
Commission File Number 09929
MITSUI & CO., LTD.
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(Translation of registrant's name into English)
2-1, OHTEMACHI 1-CHOME CHIYODA-KU, TOKYO 100-0004 JAPAN
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F [X] 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): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _______
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.
Date: December 17, 2003
MITSUI & CO., LTD.
By: /s/ Tasuku Kondo
-----------------------------------------
Name: Tasuku Kondo
Title: Executive Director
Senior Executive Managing Officer
Chief Financial Officer
WITH RESPECT TO THE SHARE EXCHANGE BETWEEN MITSUI & CO., LTD. AND TOYO
OFFICEMATION INC.-
THE EXCHANGE OFFER OR BUSINESS COMBINATION REFERRED TO IN THIS PRESS-RELEASE
INVOLVES SECURITIES OF A NON-U.S. COMPANY. THE OFFER IS SUBJECT TO DISCLOSURE
REQUIREMENTS OF A NON-U.S. COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED
STATES. CERTAIN OF THE FINANCIAL INFORMATION INCLUDED IN THIS PRESS-RELEASE HAS
BEEN PREPARED IN ACCORDANCE WITH NON-U.S. ACCOUNTING STANDARDS THAT MAY NOT BE
COMPARABLE TO THE FINANCIAL INFORMATION OF UNITED STATES COMPANIES.
IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE
ARISING UNDER THE U.S. FEDERAL SECURITIES LAWS, SINCE THE ISSUER OF THE
SECURITIES IS LOCATED IN A NON-U.S. COUNTRY, AND SOME OR ALL OF ITS OFFICERS AND
DIRECTORS MAY BE RESIDENTS OF A NON-U.S. COUNTRY. YOU MAY NOT BE ABLE TO SUE A
NON-U.S. COMPANY OR ITS OFFICERS OR DIRECTORS IN A NON-U.S. COURT FOR VIOLATIONS
OF THE U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL A NON-U.S. COMPANY
AND ITS AFFILIATES TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.
December 17, 2003
To whom it may concern,
Mitsui & Co., Ltd.
Toyo Officemation Inc.
ANNOUNCEMENT CONCERNING TOYO OFFICEMATION INC. BECOMING
A WHOLLY OWNED SUBSIDIARY OF MITSUI & CO., LTD.
Mitsui & Co., Ltd. (hereinafter, "Mitsui") and Toyo Officemation Inc.
(hereinafter, "TOM") have resolved at their respective board of directors
meetings held today that TOM will become a wholly owned subsidiary of Mitsui
through a share exchange and have entered into the share exchange agreement.
1. The purpose of TOM becoming a wholly owned subsidiary through share
exchange. Mitsui has placed the solution business as a core of its
operations in the information business field and will promote an
optimization of its group, including affiliated companies related to the
solution business, in order to maximize operating profits. The acquisition
of TOM as a wholly owned subsidiary through the share exchange is one part
of the group's organizational structure optimization which aims at speeding
up the required decision making process.
Since its establishment in 1971, TOM has provided a total service, covering
everything from system design to system implementation, operating support
and system maintenance, for the purpose of improving the effectiveness of
the business process of its clients through the integration of information
processing systems, imaging processing systems, data entry systems, etc.,
making full use of OCR and imaging technologies. Recently, TOM has achieved
rapid expansion in outsourcing business focusing on the information
processing services through establishment of Business Process Outsourcing
Division. Furthermore, TOM is set to make the leap to a high value added
service provider, utilizing the document processing technologies developed
to date and placing integrated document management service as its new core
business.
TOM will increase its corporate value through further reinforcement of its
collaboration with Mitsui and the other group companies and sharing of the
client base and technological development resources as well as expansions
in its operating base through measures such as M&A.
2. Terms of the share exchange
(1) Timetable of the share exchange
Dec. 17, 2003 Approval of the share exchange agreement at
the board of directors meetings.
Dec. 17, 2003 Execution of the share exchange agreement.
Feb. 25, 2004 (Scheduled) Extraordinary general meeting of
shareholders to approve the share exchange
agreement. (TOM only)
Mar. 31, 2004 (Scheduled) Last day of share certificate submission
period (TOM only)
Apr. 1, 2004 (Scheduled) Effective date of share exchange (It is
planned that TOM will be delisted from the
stock exchange on March 26.)
(Note) In accordance with Article 358, Para.1 of the Commercial Code
of Japan, this share exchange will be conducted without the
approval of the share exchange agreement at the general
shareholders meeting of Mitsui.
(2) Share exchange ratio
Mitsui requested Nomura Securities Co., Ltd. (hereinafter, "Nomura
Securities") and TOM requested PricewaterhouseCoopers Financial
Advisory Service," Co., Ltd. (hereinafter, "PwC FAS") respectively, to
calculate the share exchange ratio. Taking into consideration the
results of these calculations, the parties have consulted with each
other and agreed on the share exchange ratio as described below.
In the event that there is any material change in the conditions on
which the share exchange ratio was determined, the share exchange
ratio set out below may be amended after consultation between the
parties.
Mitsui TOM
(Parent Company) (Wholly Owned Subsidiary)
---------------------------- ------------------------------- -------------------------------
Share exchange ratio 1 0.65
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(Note) 1. Allocation ratio of the shares
One common stock of TOM shall be exchanged for 0.65 common
stocks of Mitsui; provided, however, no share shall be allocated
to the 4,045,998 common stocks of TOM held by Mitsui.
2. Results, method and basis of the calculation by the third party
institutions
Nomura Securities used the Market Price Analysis in respect of
Mitsui, and the Market Price Analysis, the Discounted Cash Flow
Analysis and the Comparable Trading Multiples Analysis in respect
of TOM, and based upon the overall consideration of the
analytical results, calculated a range of share exchange ratios.
PwC FAS used the Market Methodology, Discounted Earnings
Methodology and Net Asset Methodology in respect of Mitsui and
the Market Methodology, Discounted Cash Flow Methodology and Net
Asset Methodology in respect of TOM, and considering the overall
results, calculated a range of share exchange ratios.
3. Number of new shares to be issued by Mitsui upon the share
exchange
There are no new shares to be issued. 1,868,881 shares held by
Mitsui as treasury stock will be allocated.
(3) Cash distribution upon the share exchange
There will be no cash distribution upon the share exchange.
3. Outline of the companies involved in the share exchange.
(as of September 30, 2003)
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Mitsui & Co., Ltd. Toyo Officemation Inc.
(1) Trade Name (Parent Company) (Wholly Owned Subsidiary)
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(2) Principal Business General trading company Sales of information systems equipment
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(3) Date of Establishment July 25, 1947 December 25, 1971
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(4) Address of Head 2-1, Ohtemachi 1-chome, Chiyoda-ku, 13-10, Shibaura 1-chome, Minato-ku,
Office Tokyo Tokyo
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Shoei Utsuda: President and Chief
(5) Representative Executive Officer Sadanao Fukuda: President
--------------------------- -------------------------------------- -----------------------------------------
(6) Paid-in Capital 192,487 million yen 975 million yen
--------------------------- -------------------------------------- -----------------------------------------
(7) Number of Total
Shares Issued 1,583,674,837 shares 6,921,200 shares
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(8) Shareholders Capital 686,482 million yen 5,551 million yen
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(as of September 30, 2003)
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(9) Total Assets 4,143,579 million yen 7,680 million yen
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(10) Closing Date March 31 March 31
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(11) Number of Employees 6,070 194
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(12) Main Clients -- Mitsui & Co., Ltd.
UFJ Trust Bank Limited
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(13) Major Shareholders 1. The Master Trust 8.72% 1. Mitsui & Co., Ltd. 58.46%
and Percentage of Bank of Japan, Ltd. 2. TOM Employees Stock 3.56
Shares Held 2. Japan Trustee 8.24 Ownership Association
Services Bank, Ltd. 3. The Chuo Mitsui Trust 0.93
3. Mitsui Mutual Life 3.62 and Banking Company,
Insurance, Co. Limited
4. Sumitomo Mitsui 3.57 4. Sumitomo Mitsui 0.65
Banking Corporation Banking Corporation
5. The Chuo Mitsui 3.11 5. Ryoji Fushikawa 0.65
Trust and Banking
Company,
Limited
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(14) Major Banks o Sumitomo Mitsui Banking Corporation o Sumitomo Mitsui Banking
o Mizuho Corporate Bank, Ltd. Corporation
o The Bank of o The Mitsubishi Trust and Banking
Tokyo-Mitsubishi, Ltd. Corporation o UFJ Trust Bank Limited
o The Chuo Mitsui Trust and Banking o The Chiba Bank, Ltd.
Company, Limited o The Hachijuni Bank, Ltd.
o Japan Bank for International
Cooperation
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(15) Relationship of the Capital Mitsui is the largest shareholder of TOM, holding 58.46% of
Companies relationship the total number of shares issued by TOM.
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Personnel One director, one officer and two statutory auditors of TOM
relationship are sent from Mitsui.
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Trading
relationship Mitsui is one of the suppliers to and purchasers of TOM.
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(16) Financial results for the three most recent fiscal years (Million yen)
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Mitsui & Co., Ltd. Toyo Officemation Inc.
(Parent Company) (Wholly Owned Subsidiary)
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Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
year year year year year year
ended ended ended ended ended ended
March March March March March March
Fiscal Year 2001 2002 2003 2001 2002 2003
----------- ----------- -------------- -------------- -------------- --------------- --------------
Sales 13,028,453 12,634,686 13,236,683 8,888 9,330 8,675
----------- -------------- -------------- -------------- --------------- --------------
Operating Profit 55,194 79,345 97,706 671 567 112
----------- -------------- -------------- -------------- --------------- --------------
Ordinary Profit -- -- 650 613 116
----------- -------------- -------------- -------------- --------------- --------------
Net Income 51,588 55,371 31,138 323 311 27
----------- -------------- -------------- -------------- --------------- --------------
Net Income per
Share (Yen) 32.57 34.97 19.68 46.79 45.07 3.92
----------- -------------- -------------- -------------- --------------- --------------
Annual Dividend
per Share (Yen) 8.00 8.00 8.00 10.00 13.00 13.00
----------- -------------- -------------- -------------- --------------- --------------
Shareholders
Equity per
Share (Yen) 526.89 577.93 545.19 799.84 832.82 820.98
----------- -------------- -------------- -------------- --------------- --------------
(Note) 1. Mitsui's consolidated financial statements are prepared on the
basis of accounting principles generally accepted in the United
States of America and thus have no reference on the "Ordinary
Profit".
2. TOM's financial statements are referred to on a non-consolidated
financial basis.
4. Conditions after the share exchange
(1) Trade name, principal business, address of head office and
representative of the companies involved.
At present, there are no changes planned as a result of the share
exchange.
(2) Paid-in Capital
As the common stocks of Mitsui held as treasury stock will be
allocated through the share exchange, there will be no changes
planned in the paid-in capital of either of the companies
involved.
(3) Influence on Mitsui's consolidated results
We expect that the influence on the consolidated results
accompanied by the share exchange will be insignificant.
THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF
SECTION 27A OF THE U.S. SECURITIES ACT OF 1933 AND SECTION 21E OF THE U.S.
SECURITIES EXCHANGE ACT OF 1934) THAT REFLECT MITSUI & CO., LTD.'S PLANS AND
EXPECTATIONS IN RELATION TO THE SHARE EXCHANGE DESCRIBED ABOVE AND THE BENEFITS
RESULTING FROM THEM. TO THE EXTENT THAT STATEMENTS IN THIS PRESS RELEASE DO NOT
RELATE TO HISTORICAL OR CURRENT FACTS, THEY CONSTITUTE FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE CURRENT
ASSUMPTIONS AND BELIEFS OF MITSUI & CO., LTD. AND TOYO OFFICEMATION INC. IN
LIGHT OF THE INFORMATION CURRENTLY AVAILABLE TO THEM, AND INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS. SUCH RISKS, UNCERTAINTIES, AND
OTHER FACTORS INCLUDE, IN PARTICULAR, THE FACTORS SET FORTH IN "RISK FACTORS" OF
MITSUI & CO., LTD.'S ANNUAL REPORT ON FORM 20-F DATED SEPTEMBER 29, 2003 WHICH
HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. SUCH RISKS,
UNCERTAINTIES AND OTHER FACTORS MAY CAUSE MITSUI & CO., LTD.'S ACTUAL RESULTS,
PERFORMANCE, ACHIEVEMENTS OR FINANCIAL POSITION TO BE MATERIALLY DIFFERENT FROM
ANY FUTURE RESULTS, PERFORMANCE, ACHIEVEMENTS OR FINANCIAL POSITION EXPRESSED OR
IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. MITSUI & CO., LTD AND TOYO
OFFICEMATION INC. UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING
STATEMENTS AFTER THE DATE OF THIS PRESS RELEASE.
If you have any question, please contact:
Yoshikazu Hiraki
General Manager of Investor Relations Department
Corporate Communication Division
Mitsui & Co., Ltd.
2-1, Ohtemachi 1-chome, Chiyoda-Ku, Tokyo
Telephone No. 03-3285-7533
E-mail address: Y.Hiraki@mitsui.com
Tetsuhiro Oyoshi
Director of Accounting Division
Toyo Officemation Inc.
13-10, Shibaura 1-chome, Minato-ku, Tokyo
Telephone No. 03-3454-0814