UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) ¨
Securities Act Rule 802 (Exchange Offer) x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ¨
Exchange Act Rule 14e-2(d) (Subject Company Response) ¨
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) ¨
Kinseki Kabushiki Kaisha
(Name of Subject Company)
Kinseki, Limited
(Translation of Subject Company’s Name into English (if applicable))
Japan
(Jurisdiction of Subject Company’s Incorporation or Organization)
Kyocera Corporation
(Name of Person(s) Furnishing Form)
Common Stock
(Title of Class of Subject Securities)
N/A
(CUSIP Number of Class of Securities (if applicable))
Kinseki, Limited, 1-8-1, Izumi-Honcho, Komae City, Tokyo 201-8648 (Tel: 81-3-5497-3110)
(Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on
Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
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PART I — INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
Not applicable.
Item 2. Informational Legends
Not applicable.
PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
The following documents are attached as exhibits to this Form:
| Exhibit number |
Description | |
| A |
Press release, dated May 21, 2003, concerning the notice of making Kinseki, Limited a wholly owned subsidiary of Kyocera Corporation through a stock swap |
PART III — CONSENT TO SERVICE OF PROCESS
Kyocera Corporation is filling with the Commission a written irrevocable consent and power of attorney on Form F-X concurrently with the furnishing of this Form.
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PART IV — SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Kyocera Corporation
| By |
/s/ Hideki Ishida | |
| Name: Hideki Ishida Title: Managing Director General Manager of Corporate Business Systems Administration Division |
Date: May 21, 2003
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EXHIBIT A
(Translation)
May 21, 2003
To whom it may concern:
| Name of Company listed: |
Kyocera Corporation |
| Name of Representative: |
Yasuo Nishiguchi |
| President and Director |
| (Code number: 6971, The First Section of the Tokyo Stock Exchange, The First Section of the Osaka Securities Exchange) |
| Person for Inquiry: |
Hideki Ishida |
| Managing Director |
| General Manager of Corporate Business Systems Administration Division |
| (Tel. No.: 075-604-3500) |
| Name of Company Listed: |
Kinseki, Limited |
| Name of Representative: |
Isao Kishimoto |
| President and Director |
| (Code Number: 6949, The First Section of the Tokyo Stock Exchange) |
| Person for Inquiry: |
Hiroshi Ogawa |
| Managing Director, |
| General Manager of Finance and Administration Division |
| (Tel. No.: 03-5497-3110) |
Re: Notice of Making Kinseki, Limited a Wholly Owned Subsidiary
of Kyocera Corporation through a Stock Swap
This is to advise you that Kyocera Corporation (hereinafter referred to as “Kyocera”) and Kinseki, Limited (hereinafter referred to as “Kinseki”), at the meetings of their respective Boards of Directors held on May 21, 2003, resolved that Kyocera will make Kinseki a wholly-owned subsidiary (100% owned subsidiary) through stock swap, and that they have entered into a Stock Swap Agreement.
The effective date of the stock swap is scheduled to be August 1, 2003, subject to approval of the Stock Swap Agreement at the Ordinary General Shareholders Meeting of Kinseki to be held on June 27, 2003. Pursuant to Article 358 of the Commercial Code (Easy Method for Stock Swap), Kyocera’s approval of the Stock Swap Agreement at a General Shareholders Meeting is not required.
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| 1. | Purpose of Stock Swap to Make a Wholly-Owned Subsidiary |
Since 1998, when Kyocera acquired approximately 22% of the then outstanding equity of Kinseki from Oki Electric Industry Co., Ltd. and became the largest shareholder of Kinseki, Kyocera has been supporting the business of Kinseki through secondment of its directors, etc. Currently, Kyocera holds a 28.09% equity interest in Kinseki. It has seconded Kinseki’s president since last year and has been conducting management reform thereof. Kyocera has decided that it is desirable to make Kinseki a wholly-owned subsidiary and establish a corporate structure under which Kyocera can fully support Kinseki, which will enable Kyocera to further assist Kinseki in terms of technologies and human resources, etc., for the development of Kinseki’s business. This is not possible under the current shareholding ratio.
Kinseki’s technologies for the manufacture of artificial crystals and related application technologies will enhance the superior position of Kyocera Group as a general electronic components manufacturer that is versed in the telecommunications and information processing industries. For Kinseki, various technologies and management know-how will become available, as will stable financing needed for technological development through Kyocera’s financial resources and credibility.
| 2. | Terms and Conditions of Stock Swap |
| (1) | Time table of Stock Swap |
| May 21, 2003: |
Meetings of the Boards of Directors to approve the Stock Swap Agreement | |
| June 27, 2003: |
General Shareholders Meeting to approve the Stock Swap Agreement (Kinseki only) | |
| August 1, 2003: |
Effective date of stock swap |
| (2) | Stock Swap Ratio |
| Name of the Company |
Kyocera Corporation (100% parent company) |
Kinseki, Limited (wholly-owned subsidiary) | ||
| Exchange Ratio |
1 |
0.100 |
| Notes: |
| (i) | Ratio of Allocation of Shares |
0.100 Kyocera shares will be allocated to one Kinseki share.
| (ii) | Basis of the Calculation of Stock Swap Ratio |
Kyocera requested Daiwa Securities SMBC Co. Ltd. to calculate the stock swap ratio, and Kinseki requested Shin Nihon Ernst & Young to calculate the stock swap ratio. Making reference to the results of such calculations, Kyocera and Kinseki negotiated to reach an agreement as to the stock swap ratio set forth above.
| (iii) | Method of Calculation and Basis thereof by Third Party Institutions |
Daiwa Securities SMBC Co. Ltd., the financial advisor to Kyocera, calculated the stock swap ratio based on the share market price method and discounted cash flow method.
Shin Nihon Ernst & Young, the financial advisor to Kinseki, calculated the stock swap ratio based on the share market price method and discounted cash flow method.
| (iv) | Number of Shares of Treasury Stock to be Allocated in the Stock Swap |
In lieu of issuance of new shares, Kyocera will allocate a total 2,529,154 of shares of Common Stock of Kyocera to Kinseki’s shareholders registered in Kinseki’s shareholders’ register (including the register of beneficial owners) as of the date immediately preceding the effective date of the stock swap at a ratio of 0.100 shares of Kyocera’s Common Stock for each share of Common Stock of Kinseki.
| (v) | Starting Date for Calculation of Dividends |
The starting date for the calculation of the amount of dividends to be paid to the new shares issued in the stock swap shall be April 1, 2003.
| (3) | Cash Distribution in Stock Swap |
There will be no cash distribution in the stock swap.
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| 3. | Outline of Parties to Stock Swap (As of March 31, 2003) |
| (1) Name |
Kyocera Corporation |
Kinseki, Limited | ||||||||
| (2) Principal Businesses |
— Fine ceramics group — Electronic device group — Equipment group — Others |
— Electronic components, consisting mainly of artificial crystal related products | ||||||||
| (3) Date of Incorporation |
April, 1959 |
August, 1950 | ||||||||
| (4) Location of Headquarters |
Fushimi-ku, Kyoto |
Komae-shi, Tokyo | ||||||||
| (5) Representatives |
Yasuo Nishiguchi President and Director |
Isao Kishimoto President and Director | ||||||||
| (6) Capital Amount |
115,703 million yen |
16,317 million yen | ||||||||
| (7) Number of Shares Issued and Outstanding |
191,309,290 shares (out of which 6,344,930 shares are treasury stock) |
35,172,042 shares (out of which 31,713 shares are treasury stock) | ||||||||
| (8) Shareholders’ Equity |
865,147 million yen |
38,151 million yen | ||||||||
| (9) Total Asset |
1,094,672 million yen |
52,834 million yen | ||||||||
| (10) Fiscal Year End |
March 31 |
March 31 | ||||||||
| (11) Number of Employees |
13,937 |
178 | ||||||||
| Suppliers |
Suppliers | |||||||||
| Matsushita Electric Industrial Co., Ltd. Mitsui & Co., Ltd. Sony Corp. |
Kyocera Toyo Dempa Co., Ltd. Asahi Kasei Microsystems, Co., Ltd. | |||||||||
| (12) Principal Suppliers and Customers |
Customers |
Customers | ||||||||
| Fujitsu Ltd. Hitachi, Ltd. NEC Corp. |
Matsushita Electric Industrial Co., Ltd. Sony Corp. Toshiba Corp. Hitachi, Ltd. | |||||||||
| Japan Trustee Services Bank, Ltd. (Trust Account) |
7.19 |
% |
Kyocera |
28.09 |
% | |||||
| The Master Trust Bank of Japan, Ltd. (Trust Account) |
5.11 |
% |
Mizuho Corporate Bank, Ltd. |
3.05 |
% | |||||
| (13) Principal Shareholders and Their Shareholding Ratios |
The Bank of Kyoto, Ltd. |
3.78 |
% |
The Master Trust Bank of Japan, Ltd. (Trust Account) |
2.77 |
% | ||||
| Kazuo Inamori |
3.56 |
% |
Japan Trustee Services Bank, Ltd. (Trust Account) |
2.36 |
% | |||||
| Kyocera |
3.32 |
% |
Mizuho Trust & Banking Co., Ltd. |
1.72 |
% | |||||
| (14) Principal Banks |
The Bank of Kyoto, Ltd. |
Mizuho Corporate Bank, Ltd. | ||||||||
| UFJ Bank Ltd. |
Sumitomo Mitsui Banking Corp | |||||||||
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| (15) | Performance of Recent 3 Fiscal Year |
(Millions of Yen)
| Kyocera Corporation (100% parent company) |
Kinseki, Limited (wholly-owned subsidiary) | |||||||||||
| Fiscal Year |
Ended March, 2001 |
Ended March, 2002 |
Ended March, 2003 |
Ended March, 2001 |
Ended March, 2002 |
Ended March, 2003 | ||||||
| Net Sales |
652,510 |
499,264 |
482,834 |
35,743 |
22,318 |
27,640 | ||||||
| Recurring Profit (or Loss) |
114,500 |
56,412 |
54,685 |
4,020 |
(2,992) |
(432) | ||||||
| Net Income |
31,398 |
34,475 |
27,923 |
2,351 |
(5,950) |
(1,260) | ||||||
| Net Income per Share |
164.98 yen |
182.36 yen |
149.45 yen |
67.58 yen |
(169.21) yen |
(35.87) yen | ||||||
| Dividend per Share |
60.00 yen |
60.00 yen |
60.00 yen |
10.00 yen |
3.00 yen |
3.00 yen | ||||||
| Shareholders Equity per Share |
4,675.06 yen |
4,652.07 yen |
4,676.97 yen |
1,308.39 yen |
1,123.44 yen |
1,085.69 yen | ||||||
| 4. | Status of the Companies after the Stock Swap |
<Status of Kyocera>
(1) Increase in Capital and Capital Surplus
| (i) | Capital Amounts |
| Not to be increased. |
| (ii) | Capital Surplus |
The increase in capital surplus shall be in an amount equal to the net assets of Kinseki actually existing as of the effective date of the stock swap, multiplied by the ratio of the shares to be transferred to Kyocera as a result of the stock swap to the total number of issued and outstanding shares of Kinseki less the total value of treasury stock of Kyocera as recorded in the books and records of Kyocera.
(2) Impact on Financial Performance
The impact on the Company’s financial performance is expected to be insignificant.
<Status of Kinseki>
(1) Business, Location of Headquarters and Representative of Kinseki
There will be no change in the business, location of headquarters and representative of Kinseki from those set out in “3. Outline of Parties to Stock Swap” above.
(2) Name
The name of Kinseki after the stock swap has not yet been decided.
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