PIONEER CORPORATION
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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 July, 2005

Commission File Number 1-7616

     
  PIONEER CORPORATION  
     
  (Translation of registrant’s name into English)  
 
 
  4-1, MEGURO 1-CHOME, MEGURO-KU, TOKYO 153-8654, JAPAN  
     
     
  (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:

     
Form 20-F  þ   Form 40-F  o

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): ____________

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): ____________

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  o   No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________



 


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SIGNATURES
Notice of Resolutions at the 59th Ordinary General Meeting of Shareholders
THE 59TH BUSINESS REPORT For the Annual Period Ended March 31, 2005
Pioneer to Issue Share Acquisition Rights to be Granted as Stock Options
Determination of Final Terms of Share Acquisition Rights to be Granted as Stock Options


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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.

         
  PIONEER CORPORATION
(Registrant)


 
Date: July 11, 2005  By   /s/ Kaneo Ito  
    Kaneo Ito   
    President and Representative Director   
 

This report on Form 6-K contains the followings:

1.   The English-translated Resolution Notice passed at the 59th Ordinary General Meeting of Shareholders of common stock of the Company held on June 29, 2005.
 
2.   The English-translated Business Report, for the fiscal year ended March 31, 2005.
 
3.   The announcement released by the Company to the press in Japan dated June 30, 2005, concerning issue of share acquisition rights for the purpose of granting stock options.
 
4.   The announcement released by the Company to the press in Japan dated July 8, 2005, concerning the determination of final terms of share acquisition rights to be granted as stock options.

 


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(Translation)

June 29, 2005

To Our Shareholders:

Notice of Resolutions at the 59th Ordinary General Meeting of Shareholders

We take pleasure in informing you that the matters were reported on or acted upon as described hereunder at the 59th Ordinary General Meeting of Shareholders of the Company held on June 29, 2005.

     
 
  Very truly yours,
 
Kaneo Ito
President and Representative Director
Pioneer Corporation
4-1, Meguro 1-chome, Meguro-ku, Tokyo

Description

Matters reported on:

  1.   The Business Report, Balance Sheet and Statement of Operations for the 59th Accounting Period (from April 1, 2004, to March 31, 2005)
 
  2.   Consolidated Balance Sheet, Consolidated Statement of Operations, and Audit Reports for Consolidated Financial Statements by Accounting Auditor and Corporate Auditor
 
  3.   Results of Repurchase of Own Shares Pursuant to the Articles of Incorporation

Matters acted upon:

    Agenda Item No. 1. Approval of Proposal of Appropriation of Unappropriated Retained Earnings for the 59th Accounting Period

      It was approved as proposed to pay a year-end cash dividend at the ratio of 12.5 yen per share of common stock.

    Agenda Item No. 2. Election of Thirteen (13) Individuals as Directors

      As proposed, Messrs. Kanya Matsumoto, Kaneo Ito, Tamihiko Sudo, Akira Niijima, Hajime Ishizuka, Osamu Yamada, Tadahiro Yamaguchi, Satoshi Matsumoto, Koichi Shimizu, Yoichi Sato, Akira Haeno, Tatsuhiro Ishikawa and Shunichi Sato were elected. All those elected assumed their offices, respectively.

    Agenda Item No. 3. Presentation of Retirement Allowance to a Retiring Director

      It was approved as proposed to present the retirement allowance to Mr. Takashi Kobayashi, who retired from the office of Director, for his services rendered during his term in office, within a reasonable amount in accordance with the existing regulations of the Company; it was also resolved to leave the determination of the exact amount, time, method, etc. of the presentation to the resolution of the Board of Directors.

    Agenda Item No. 4. Issue of Share Acquisition Rights for the Purpose of Granting Stock Options

      It was approved as proposed, pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan, to issue to directors, executive officers and employees of the Company and directors of its subsidiaries share acquisition rights upon exercise of which a maximum of 350,000 shares of common stock of the Company is to be issued or transferred in lieu of such issuance.

#          #          #

Please be advised that at the Board of Directors’ meeting held after the Shareholders’ Meeting a resolution was made to appoint Mr. Tamihiko Sudo as Executive Vice President and Representative

 


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Director, Mr. Osamu Yamada as Senior Managing Director, and Messrs. Yoichi Sato and Akira Haeno as Managing Directors. All those elected assumed their offices, respectively.

Accordingly, the Company’s Directors and Corporate Auditors are currently as follows:

               
Chairman   Kanya Matsumoto   Managing Director   Akira Haeno
President   Kaneo Ito   Director   Tatsuhiro Ishikawa
Executive Vice President   Tamihiko Sudo   Director   Shunichi Sato
Senior Managing Director   Akira Niijima        
Senior Managing Director   Hajime Ishizuka   Corporate Auditor (full time)   Makoto Koshiba
  Senior Managing Director   Osamu Yamada   Corporate Auditor (full time)   Shinji Yasuda
  Managing Director   Tadahiro Yamaguchi   Corporate Auditor   Terumichi Tsuchida
 
Managing Director
  Satoshi Matsumoto   Corporate Auditor   Isao Moriya
 
Managing Director
  Koichi Shimizu   Corporate Auditor   Keiichi Nishikido
 
Managing Director
  Yoichi Sato        
Representative Director
           

In addition, at the above Board of Directors’ meeting, Messrs. Kaoru Sato, Keiichi Yamauchi and Kazumi Kuriyama were newly elected as Executive Officers, and all those elected assumed their offices, respectively.

Accordingly, the Company’s Executive Officers are currently as follows:

             
Senior Managing Executive Officer
  Masaru Saotome   Executive Officer   Chojuro Yamamitsu
Senior Managing Executive Officer
  Kazunori Yamamoto   Executive Officer   Kenji Sato
Senior Executive Officer
  Seiichiro Kurihara   Executive Officer   Susumu Kotani
Senior Executive Officer
  Masao Kawabata   Executive Officer   Tsutomu Haga
Senior Executive Officer
  Yoshio Taniyama   Executive Officer   Kenji Tokuyama
Senior Executive Officer
  Hideki Okayasu   Executive Officer   Kaoru Sato
Executive Officer
  Buntarou Nishikawa   Executive Officer   Keiichi Yamauchi
Executive Officer
  Osamu Takada   Executive Officer   Kazumi Kuriyama
Executive Officer
  Sumitaka Matsumura        

#          #          #

 


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(TRANSLATION)

THE 59TH BUSINESS REPORT

For the Annual Period Ended March 31, 2005

 

This is a translation of the original Business Report written in the Japanese
language, prepared primarily for the benefit and information
of shareholders of the Company’s common stock.

 

PIONEER CORPORATION
Tokyo, Japan

 


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TO OUR SHAREHOLDERS
 

During the 59th annual accounting period, ended March 31, 2005, consolidated operating revenue of Pioneer Corporation was ¥733,648 million, up 4.7% over the previous year.

The Company posted net loss of ¥8,789 million, compared with net income of ¥24,838 million recorded in the previous year, due mainly to decreased gross profit margin resulting from intensified price competition for our major products. In addition, impairment losses of carrying value of certain production facilities and losses in connection with withdrawal from the North American cable TV set-top box business were recognized.

Year-end dividend payments were set at ¥12.5 per share of common stock, the same amount as in the previous year. Adding this to the interim dividend paid last December brings the total annual cash dividend to ¥25, the same amount as in the previous year.

The business environment remains severe, characterized by uncertain economic conditions in our major markets — Japan, North America and Europe — lower prices and harsher competition beyond our projections in our major product categories, and exchange rate fluctuations. To cope with the situation and recover profitability quickly, we are advancing cost reduction efforts among the group companies. At the same time, we are focusing our resources in our strategic businesses.

We are reviewing our production system and the reduction of product models to reduce costs on a global scale. In addition, we are reducing inventory in the whole process from parts procurement to marketing through our supply chain management. We will also adjust staffing to more appropriate levels throughout the group companies.

In our plasma display business, competition is getting severer while demand is steadily expanding. To cope, we are integrating our

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technologies with those of our new manufacturing subsidiary, which joined the Pioneer Group in October 2004, and raising the yield rate and reducing the number of parts. To enhance our products’ competitiveness, we are also reducing product power consumption levels and developing high-quality full-specification high-definition plasma TVs.

In the DVD business, markets for DVD recorders, especially those with hard disk drives (HDDs), and recordable DVD drives for personal computers (PCs) are rapidly growing. On the other hand, prices are getting lower and competition is getting harsher. Therefore, we are speeding up new product development cycles so that our products are more in sync with market trends. We are continuing full-fledged efforts to cut costs and reduce inventory by integrating production from laser pickups to finished products in China. We are also expanding sales of drive units for DVD recorders to other manufacturers on an OEM (original equipment manufacturing) basis.

Our car electronics business aims to widen its lead in the consumer and OEM markets. Our car navigation systems enjoy an excellent reputation in Japan, and we also intend to expand this business in Europe and North America, where our sales of these systems have been steadily growing. In the car audio business, we plan to fortify our strong position with distinctive new products, and maintain our sales drive in such growing markets as China and Central and South America.

We appreciate the support that shareholders have always given us, and look forward to more of it. And we will keep doing everything in our power to improve shareholder value.

June 2005
Tokyo, Japan

     
    Kaneo Ito
President and Representative Director

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CONSOLIDATED OPERATING REVENUE BY BUSINESS SEGMENT
 

Percent of Operating Revenue

Year ended March 31

(PERCENT OF OPERATING REVENUE)

Home Electronics

This segment includes DVD players, DVD recorders, recordable DVD drives, DVD-ROM drives, home-use plasma displays, stereo systems, individual stereo components, equipment for cable TV systems and telephones.
 

Sales in the Home Electronics segment increased 7.0% to ¥301,228 million from the previous year.

     In Japan, sales rose 11.6% to ¥87,954 million, primarily due to a large increase in sales of plasma displays, including the expansion of our OEM product sales, despite decreased sales of recordable DVD drives for PCs, DVD recorders and audio products.

     Overseas sales also rose 5.2% to ¥213,274 million, due to an increase in sales worldwide of plasma displays and DVD recorders, despite a decrease in sales of audio products and DVD players worldwide and recordable DVD drives in Europe and North America, as well as the withdrawal from our cable TV set-top box business in North America.

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Car Electronics

This segment includes car stereos, car AV (audio/video) systems, car speakers and car navigation systems.
 

Sales in the Car Electronics segment increased to ¥303,410 million, up 3.8% from the previous year.

     In Japan, sales decreased 1.2% to ¥120,260 million, influenced by decreased sales of car navigation systems in the consumer market. This offset an increase in sales of car navigation systems in the OEM market, reflecting shifting demand from the consumer market to the OEM market.

     Overseas sales increased 7.4% to ¥183,150 million, due to increased sales of car audio products for the OEM market and car navigation systems in Europe and North America, and of car audio products for the consumer market in Central and South America, despite decreased sales of car audio products for the consumer market in Europe and North America.

Patent Licensing

This segment includes the licensing of patents related to laser optical disc technologies.
 

Royalty revenue from Patent Licensing decreased 13.4% from the previous year to ¥10,237 million, reflecting the expiration of patents included in a larger portfolio of patents licensed to the optical disc industry.

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Others

This segment includes business-use plasma displays, business-use AV systems, organic light-emitting diode (OLED) display panels, factory automation (FA) systems, and devices and parts.
 

Sales in this segment increased 2.9% from the previous year to ¥118,773 million.

     In Japan, sales decreased by 14.1% to ¥53,935 million, primarily due to a decrease in sales of OLED display panels and a sales shift from Japan to China of semiconductors for laser pickups, despite an increase in sales of FA systems.

     Overseas, sales were up 23.3% to ¥64,838 million, primarily due to increased sales in China of devices for cellular phones and semiconductors for laser pickups, and in Asia of speaker devices for cellular phones, despite decreased sales in North America and Europe of plasma displays for business use.

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CONSOLIDATED FINANCIAL STATEMENTS

Pioneer Corporation and Subsidiaries
 

(1)  Consolidated Balance Sheets

                 
    (In millions of yen)  
       
    March 31  
    2005     2004  
Assets
               
Current assets:
               
Cash and cash equivalents
  ¥ 116,681     ¥ 192,419  
Trade receivables, less allowance
    132,176       112,055  
Inventories
    109,015       107,806  
Others
    69,024       67,508  
 
           
Total current assets
    426,896       479,788  
 
           
Investments and long-term receivables
    28,828       33,725  
Property, plant and equipment, less depreciation
    210,145       156,201  
Intangible assets
    24,052       18,966  
Other assets
    35,246       33,862  
 
           
Total assets
  ¥ 725,167     ¥ 722,542  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Short-term borrowings
  ¥ 33,152     ¥ 23,327  
Current portion of long-term debt
    19,276       4,510  
Trade payables
    96,335       79,439  
Others
    102,407       116,022  
 
           
Total current liabilities
    251,170       223,298  
 
           
Long-term debt
    81,219       89,691  
Other long-term liabilities
    42,371       58,771  
Minority interests
    18,168       17,844  
Shareholders’ equity:
               
Common stock
    49,049       49,049  
Capital surplus
    82,735       82,464  
Retained earnings
    260,556       273,718  
Accumulated other comprehensive income (loss)
    (47,669 )     (61,829 )
Treasury stock
    (12,432 )     (10,464 )
 
           
Total shareholders’ equity
    332,239       332,938  
 
           
Total liabilities and shareholders’ equity
  ¥ 725,167     ¥ 722,542  
 
           

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(2)  Consolidated Statements of Operations

                 
    (In millions of yen except
per share information)
 
       
    Year ended  
    March 31  
    2005     2004  
Revenues:
               
Operating revenue:
               
Net sales
  ¥ 723,411     ¥ 689,064  
Royalty revenue
    10,237       11,821  
 
           
Total operating revenue
    733,648       700,885  
 
           
Interest income
    1,930       1,420  
Other income
    3,415       504  
 
           
Total revenues
    738,993       702,809  
 
           
Cost and expenses:
               
Cost of sales
    584,060       487,297  
Selling, general and administrative expense
    195,693       166,415  
Subsidy from the government
    (48,697 )      
Interest expense
    1,746       2,154  
Loss on sale and disposal of fixed assets
    40       3,454  
Other deductions
    6,338       1,641  
 
           
Total cost and expenses
    739,180       660,961  
 
           
Income (loss) from continuing operations before income taxes
    (187 )     41,848  
Income taxes
    4,842       18,587  
Minority interest in income of subsidiaries
    (692 )     (654 )
Equity in losses of affiliated companies
    (3,068 )     (2,244 )
 
           
Income (loss) from continuing operations
    (8,789 )     20,363  
Income from discontinued operations, net of tax
          4,475  
 
           
Net income (loss)
  ¥ (8,789 )   ¥ 24,838  
 
           
 
               
Net income (loss) per share:
               
Basic
  ¥ (50.11 )   ¥ 141.58  
Diluted
  ¥ (50.11 )   ¥ 140.52  

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(3) Consolidated Statements of Cash Flows

                 
    (In millions of yen)  
       
    Year ended  
    March 31  
    2005     2004  
Operating activities:
               
Net income (loss)
  ¥ (8,789 )   ¥ 24,838  
Income from discontinued operations, net of tax
          (4,475 )
Depreciation and amortization
    46,990       40,911  
Increase in trade receivables
    (12,322 )     (10,186 )
Decrease (increase) in inventories
    6,317       (20,707 )
Increase in trade payables
    4,405       18,989  
Increase (decrease) in other accrued liabilities
    (10,371 )     11,436  
Other
    (6,284 )     (428 )
 
           
Net cash provided by operating activities
    19,946       60,378  
 
           
Investing activities:
               
Payment for purchase of fixed assets
    (63,866 )     (57,978 )
Payment for purchase of subsidiary
    (34,015 )      
Other
    4,365       5,224  
 
           
Net cash used in investing activities
    (93,516 )     (52,754 )
 
           
Financing activities:
               
Increase in short-term borrowings and long-term debt
    4,549       56,071  
Dividends paid
    (4,386 )     (3,947 )
Purchase and sales of treasury stock, net
    (1,967 )     (12 )
Decrease in capital-lease obligations
    (1,770 )      
Other
    (445 )     (285 )
 
           
Net cash provided by (used in) financing activities
    (4,019 )     51,827  
 
           
Effect of exchange rate changes on cash and cash equivalents
    1,851       (9,512 )
 
           
Net increase (decrease) in cash and cash equivalents
    (75,738 )     49,939  
Cash and cash equivalents, beginning of year
    192,419       142,480  
 
           
Cash and cash equivalents, end of year
  ¥ 116,681     ¥ 192,419  
 
           

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Notes:

1.   The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).
 
2.   The consolidated financial statements include the accounts of the parent company and 125 subsidiaries and the investments in 5 affiliated companies accounted for on an equity basis.
 
3.   Computation of net income per share is based on Statements of Financial Accounting Standards No.128 “Earning per Share.”
 
4.   As of the fiscal year under review, the Company changed the format of statements of operations from multiple-step form to single-step form, which shows income before taxes by deducting total expenses from total revenue. Corresponding figures for the previous accounting period have been reclassified accordingly.

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NON-CONSOLIDATED FINANCIAL STATEMENTS

Pioneer Corporation — Parent Company Only  

(1)  Condensed Balance Sheets

                 
    (In millions of yen)  
       
    March 31  
    2005     2004  
Assets
               
Current assets:
               
Cash
  ¥ 40,502     ¥ 73,134  
Notes and accounts receivable—trade
    51,833       43,582  
Marketable securities
    11,685       32,685  
Inventories
    28,018       31,183  
Other current assets
    41,683       27,781  
 
           
Total current assets
    173,724       208,368  
 
               
Fixed assets:
               
Tangible
    53,301       42,913  
Intangible
    29,826       20,075  
Investments and others
    201,893       190,207  
 
           
Total fixed assets
    285,021       253,196  
 
           
Total assets
  ¥ 458,745     ¥ 461,564  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accounts payable—trade
  ¥ 52,738     ¥ 40,987  
Accrued expenses
    40,152       40,953  
Other current liabilities
    23,611       12,123  
 
           
Total current liabilities
    116,502       94,064  
Long-term liabilities
    73,237       90,074  
 
           
Total liabilities
    189,740       184,139  
Shareholders’ equity
    269,005       277,425  
 
           
Total liabilities and shareholders’ equity
  ¥ 458,745     ¥ 461,564  
 
           

Note:  Accumulated depreciation on tangible fixed assets on March 31, 2005 and 2004 was ¥92,570 million and ¥90,261 million, respectively.

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(2)  Condensed Statements of Operations

                 
    (In millions of yen
except per share information)
 
       
    Year ended March 31  
    2005     2004  
Net sales
  ¥ 485,530     ¥ 469,010  
Cost of sales
    411,075       373,479  
Selling, general and administrative expenses
    89,469       85,607  
 
           
Operating income (loss)
    (15,014 )     9,923  
Non-operating income—net
    10,023       6,496  
 
           
Ordinary income (loss)
    (4,991 )     16,419  
Other income (expenses)—net
    1,446       (6,637 )
 
           
Income (loss) before income taxes
    (3,545 )     9,782  
Income taxes
    (3,184 )     3,008  
 
           
Net income (loss)
  ¥ (360 )   ¥ 6,774  
 
           
 
               
Net income (loss) per share of common stock
  ¥ (2.06 )   ¥ 38.04  

(3)  Appropriation of Unappropriated Retained Earnings

                 
    (In millions of yen
except per share information)
 
       
    Year ended March 31  
    2005     2004  
Unappropriated retained earnings at the end of the period
  ¥ 2,215     ¥ 7,061  
Restoration of general reserves
    2,129        
 
           
Total
    4,344       7,061  
 
               
To be appropriated as follows:
               
General reserve
           
Dividends
    2,180       2,192  
 
(¥12.5 per share of
common stock)
  (¥12.5 per share of
common stock)
 
Bonus to directors and corporate auditors
          100  
 
        (of ¥100, ¥11 is for
corporate auditors)
 
 
           
Unappropriated retained earnings carried forward to the next period
  ¥ 2,164     ¥ 4,769  
 
           

Note:  Combined with the interim dividends of ¥12.5 per share of common stock paid on December 3, 2004, the total cash dividends for fiscal year 2005 amounted to ¥25 per share of common stock.

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CONDITION OF SHAREHOLDERS AND SHARES

(as of March 31, 2005)  
     
Number of Shares Issued
  180,063,836 shares

Note: 5,635,190 shares of treasury stock held by the Company are included.

Distribution of Share-ownership

                         
    Number of     Number of Shares Held  
    Shareholders     and its Percent to Total  
Financial institutions
    131       66,278  thousand     (36.81 %)
Securities companies
    68       3,180       (1.77 )
Other Japanese business corporations
    369       4,710       (2.61 )
Foreign corporations and individuals
    425       66,368       (36.86 )
Japanese individuals and others
    42,624       39,525       (21.95 )
 
                 
Total
    43,617       180,063  thousand     (100.00 %)

Note: Japanese individuals and others include 5,635 thousand shares as treasury stock held by the Company.

Top Ten Largest Shareholders

                 
    Number of Shares Held  
    and its Percent to Total  
The Master Trust Bank of Japan, Ltd. (Trust Account)
    13,804  thousand     (7.66 %)
Japan Trustee Services Bank, Ltd. (Trust Account)
    11,666       (6.47 )
Societe Generale Paris SGOP/DAI Paris 6Z
    10,403       (5.77 )
The Bank of Tokyo-Mitsubishi, Ltd.
    4,154       (2.30 )
Mizuho Bank, Ltd.
    4,000       (2.22 )
Trust & Custody Services Bank, Ltd.B
as trustee for Mizuho Bank, Ltd. Retirement Trust Account re-entrusted by Mizuho Trust & Banking Co., Ltd.
    3,955       (2.19 )
Kanya Matsumoto
    2,935       (1.63 )
BNP Paribas Securities (Japan) Limited
    2,669       (1.48 )
Sumitomo Mitsui Banking Corporation
    2,589       (1.43 )
Pioneer Employee Share Ownership Plan
    2,508       (1.39 )

Note: The Company holds 5,635 thousand shares as treasury stock.

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Stock Exchange Listings

     
Tokyo Stock Exchange
  New York Stock Exchange
Osaka Securities Exchange
  Euronext Amsterdam

Price per Share and Volume of Shares Traded on the Tokyo Stock Exchange

                                     
                Volume                   Volume
        High   Low   (thousand           High   Low   (thousand
        (yen)   (yen)   shares)           (yen)   (yen)   shares)
 
  Apr.   2,860   2,385   26,982       Oct.   2,820   2,505   30,938
 
  May   2,595   2,280   25,405   2003   Nov.   2,825   2,510   21,161
 
  June   2,355   1,981   23,528       Dec.   2,995   2,645   25,249
 
  July   2,210   1,980   24,659       Jan.   3,370   2,875   29,718
2002
  Aug.   2,260   2,025   31,233       Feb.   3,270   2,930   31,103
 
  Sept.   2,220   1,900   21,349       Mar.   3,250   2,890   32,572
 
  Oct.   2,130   1,805   20,215       Apr.   3,390   3,000   32,597
 
  Nov.   2,430   2,045   32,263       May   3,120   2,660   37,352
 
  Dec.   2,490   2,150   22,870   2004   June   2,880   2,635   37,811
 
  Jan.   2,405   2,070   21,562     July   2,850   2,310   30,442
 
  Feb.   2,600   2,260   33,006       Aug.   2,480   2,215   22,949
 
  Mar.   2,620   2,390   24,271       Sept.   2,535   2,240   34,245
 
  Apr.   2,460   2,225   25,507       Oct.   2,430   1,820   41,087
2003
  May   2,555   2,290   23,202       Nov.   2,020   1,882   42,410
 
  June   2,840   2,490   35,912       Dec.   2,070   1,866   38,031
 
  July   2,970   2,635   31,308       Jan.   2,055   1,890   29,702
 
  Aug.   2,815   2,515   27,317   2005   Feb.   1,925   1,830   35,266
    Sept.   3,030   2,600   40,815       Mar.   2,015   1,827   43,851

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  For Immediate Release
June 30, 2005

Pioneer to Issue Share Acquisition Rights to be Granted as Stock Options

TOKYO — Pioneer Corporation has announced that it resolved, at the meeting of its board of directors held on June 29, 2005, to issue share acquisition rights for the purpose of granting stock options, pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan, and to the approval at its ordinary general meeting of shareholders held on June 29, 2005.

The terms of the issue are as follows:

Description

(1)   Date of issue of share acquisition rights:

      The date of issue of share acquisition rights (hereinafter referred to as the “Issue Date”) is expected to be July 8, 2005.

(2)   Number of share acquisition rights to be issued:

      3,151
The number of shares to be issued or transferred in lieu of such issuance upon exercise of each share acquisition right shall be 100.

(3)   Class and number of shares to be issued or transferred upon exercise of share acquisition rights:

      315,100 shares of common stock of the Company

(4)   Issue price of share acquisition rights:

      No consideration shall be paid.

(5)   Amount to be paid in upon exercise of share acquisition rights:

      The amount to be paid in per share upon exercise of share acquisition rights (hereinafter referred to as the “Exercise Price”) shall be the amount obtained by multiplying the higher of either (i) the average of closing prices (including quotations; hereinafter the same shall apply) in the regular tradings of the shares of common stock of the Company on the Tokyo Stock Exchange for 30 consecutive trading days (excluding any trading day on which the closing price does not exist) commencing on the day 45 trading days prior to the Issue Date (such Issue Date is expected to be July 8, 2005), or (ii) such closing price on the day immediately

This release is not an offer of securities for sale in any region, including Japan or the United States. The securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933 or exempt from registration thereunder, and any public offering of securities to be made in the United States will be made by means of a prospectus in English prepared in accordance with the U.S. Securities Act of 1933, that will contain detailed information about the issuer and management, as well as financial statements. This transaction does not involve any public offering of securities in the United States.

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      preceding the Issue Date (such day is expected to be July 7, 2005) (if the closing price does not exist on such day, the closing price on the day immediately preceding such day), by 1.05. Any fraction less than one (1) yen resulting from this calculation shall be rounded up to the nearest one (1) yen.

(6)   Amount to be accounted for as stated capital in respect of shares to be issued upon exercise of share acquisition rights:

      The amount to be accounted for as stated capital shall be the amount obtained by multiplying the Exercise Price by 0.5, and any fraction less than one (1) yen resulting from this calculation shall be rounded up to the nearest one (1) yen.

(7)   Issue of certificates for share acquisition rights:

      Certificates for share acquisition rights shall be issued only upon request of the holders of share acquisition rights.

(8)   Persons to whom share acquisition rights shall be allocated:

      Directors, executive officers and a number of employees of the Company as well as a number of directors of domestic or overseas subsidiaries of the Company (total: 436 persons)

References:

  1.   Date of meeting of board of directors to propose an agenda for the authorization to issue share acquisition rights to the ordinary general meeting of shareholders:

      April 27, 2005

  2.   Date of ordinary general meeting of shareholders to authorize the issue of share acquisition rights:

      June 29, 2005

  3.   Period during which share acquisition rights may be exercised:

      From and including July 2, 2007, to and including June 30, 2010

#          #          #          #          #          #

For further information, please contact:
Hideki Okayasu
Senior Executive Officer and General Manager, Finance and Accounting Division
Pioneer Corporation, Tokyo
Phone: +81-3-3494-1111 / Fax: +81-3-3495-4431
E-mail: pioneer_shr@post.pioneer.co.jp
IR Website: http://www.pioneer.co.jp/ir-e

This release is not an offer of securities for sale in any region, including Japan or the United States. The securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933 or exempt from registration thereunder, and any public offering of securities to be made in the United States will be made by means of a prospectus in English prepared in accordance with the U.S. Securities Act of 1933, that will contain detailed information about the issuer and management, as well as financial statements. This transaction does not involve any public offering of securities in the United States.

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    For Immediate Release
July 8, 2005

Determination of Final Terms of
Share Acquisition Rights to be Granted as Stock Options

TOKYO — Pioneer Corporation has announced that today it determined the final terms of share acquisition rights for the purpose of granting stock options as follows, which issue was resolved at the meeting of its board of directors held on June 29, 2005.

Description

(1)   Amount to be paid in per share upon exercise of share acquisition rights:
 
    1,828 yen
 
(2)   Aggregate amount to be paid in upon exercise of share acquisition rights:
 
    576,002,800 yen
 
(3)   Amount to be accounted for as stated capital in respect of shares to be issued upon exercise of share acquisition rights:
 
    914 yen per share

References:

1.   Date of meeting of board of directors to propose an agenda for the authorization to issue share acquisition rights to the ordinary general meeting of shareholders:
 
    April 27, 2005

2.   Date of ordinary general meeting of shareholders to authorize the issue of share acquisition rights:
 
    June 29, 2005
 
3.   Date of issue of share acquisition rights:
 
    July 8, 2005

This release is not an offer of securities for sale in any region, including Japan or the United States. The securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933 or exempt from registration thereunder, and any public offering of securities to be made in the United States will be made by means of a prospectus in English prepared in accordance with the U.S. Securities Act of 1933, that will contain detailed information about the issuer and management, as well as financial statements. This transaction does not involve any public offering of securities in the United States.

 

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4.   Number of share acquisition rights to be issued:
 
    3,151
 
    The number of shares to be issued or transferred in lieu of such issuance upon exercise of each share acquisition right shall be 100.
 
5.   Class and number of shares to be issued or transferred upon exercise of share acquisition rights:
 
    315,100 shares of common stock of the Company
 
6.   Issue price of share acquisition rights:
 
    No consideration shall be paid.
 
7.   Period during which share acquisition rights may be exercised:
 
    From and including July 2, 2007, to and including June 30, 2010
 
8.   Persons to whom share acquisition rights shall be allocated:
 
    Directors, executive officers and a number of employees of the Company as well as a number of directors of domestic or overseas subsidiaries of the Company (total: 436 persons)

#          #          #          #          #          #

For further information, please contact:
Hideki Okayasu
Senior Executive Officer and General Manager, Finance and Accounting Division
Pioneer Corporation, Tokyo
Phone: +81-3-3494-1111 / Fax: +81-3-3495-4431
E-mail: pioneer_shr@post.pioneer.co.jp
IR Website: http://www.pioneer.co.jp/ir-e

This release is not an offer of securities for sale in any region, including Japan or the United States. The securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933 or exempt from registration thereunder, and any public offering of securities to be made in the United States will be made by means of a prospectus in English prepared in accordance with the U.S. Securities Act of 1933, that will contain detailed information about the issuer and management, as well as financial statements. This transaction does not involve any public offering of securities in the United States.

 

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