SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated December 15, 2005
Commission File Number: 0-31376
MILLEA HOLDINGS, INC.
(Translation of Registrant’s name into English)
Tokyo Kaijo Nichido Building Shinkan,
2-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo 100-0005, Japan
(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 whether the Registrant by furnishing
the information contained in this form 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
Item | ||
| 1. | Notice Concerning the Corporate Separation and Transfer of Business Management Functions with Respect to The Nisshin Fire & Marine Insurance Co., Ltd. |
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.
| KABUSHIKI KAISHA MILLEA HOLDINGS | ||||
| (Millea Holdings, Inc.) | ||||
| December 15, 2005 | By: | /s/ TAKASHI ITO | ||
| Takashi Ito | ||||
| General Manager, | ||||
| Corporate Legal Department | ||||
(English translation)
December 15, 2005
| Company Name: Millea Holdings, Inc. |
| Representative: Kunio Ishihara, President |
| Securities Code: 8766 TSE/OSE 1st Section |
| Inquiries: Shingo Toda, Corporate Planning Dept. |
(Phone: 813-6212-3341) |
Notice Concerning the Corporate Separation and Transfer of Business Management
Functions with Respect to The Nisshin Fire & Marine Insurance Co., Ltd.
Millea Holdings, Inc. (President: Kunio Ishihara; hereinafter referred to as the “Company”) and Tokio Marine & Nichido Fire Insurance Co., Ltd. (President: Kunio Ishihara; hereinafter referred to as “Tokio Marine & Nichido”) hereby announce that, at the meeting of the Board of Directors of each company held today, the Company and Tokio Marine & Nichido resolved to, subject to the approval of the relevant authorities, effect a corporate separation and transfer of the business management functions of Tokio Marine & Nichido with respect to The Nisshin Fire & Marine Insurance Co., Ltd. (hereinafter referred to as “Nisshin Fire”) to the Company (such separation and transfer, hereinafter referred to as “separation”) and entered into a Separation Agreement with each other.
| 1. | Objective of the Separation |
Tokio Marine & Nichido, a wholly-owned subsidiary of the Company, owned more than 30% of the voting shares of Nisshin Fire as of March 31, 2005 as a consequence of the acquisition of shares of Nisshin Fire through several steps pursuant to the Business Alliance and Capital Tie-Up Agreement as of March 19, 2003. As a result, Nisshin Fire became an affiliate of the Company by equity method.
In light of these circumstances, given that:
| (a) | the Company’s business management functions are available for the management of Nisshin Fire; and |
| (b) | the Company has so far been directly participating in the management of all of its insurance subsidiaries operating in the domestic insurance business, the core line of business of the Group, |
the Company and Tokio Marine & Nichido determined that Nisshin Fire should be managed under the initiative of the Company upon the inclusion of Nisshin Fire as an affiliate of the Company by equity method.
There will be no change in the business alliance in insurance business activities already in force between Tokio Marine & Nichido and Nisshin Fire, and both parties will continue to cooperate with each other in the same manner.
| 2. | Summary of the Separation |
| (1) | Schedule of the Separation |
Meetings of the Board of Directors to approve the Separation Agreement (the Company and Tokio Marine & Nichido) | December 15, 2005 | |
Signing of the Separation Agreement (the Company and Tokio Marine & Nichido) | December 15, 2005 | |
General shareholders meeting to approve the Separation Agreement (Tokio Marine & Nichido) | January 12, 2006
(subject to change) | |
Effective date of the separation | April 1, 2006
(subject to change) | |
Registration of the separation | April 3, 2006
(subject to change) | |
| (2) | Method of Separation |
| (a) | Method of Separation |
This corporate separation and succession involve the Company as the successor company and Tokio Marine & Nichido as the separating company.
Since this separation and succession fulfill the requirements for the simplified separation stipulated in Article 374-23, paragraph 1 of the Commercial Code of Japan (hereinafter referred to as the “Commercial Code”), the Company will succeed the business management functions without obtaining the approval of the General Meeting of Shareholders stipulated in Article 374-17, paragraph 1 of the Commercial Code.
| (b) | Reason for Adopting this Method |
This method of separation and succession, by which the Company shall succeed the business management functions with respect to Nisshin Fire through separation from Tokio Marine & Nichido, was chosen so that the Company will be able to directly manage Nisshin Fire, which is currently managed by Tokio Marine & Nichido.
| (3) | Allocation of Shares |
No shares will be issued upon the separation, since all outstanding shares of Tokio Marine & Nichido (separating company) are held by the Company (successor company).
| (4) | Increase in Capital due to the Separation |
There will be no increase in the stated capital and additional paid-in capital upon the separation.
| (5) | Cash Payment upon the Separation |
There will be no cash payment by the Company upon the separation.
| (6) | Rights and Obligations to be succeeded by the Company |
The Company will succeeded the assets, liabilities, rights and obligations and status under all contracts related to the business management functions with respect to Nisshin Fire currently under the control of Tokio Marine & Nichido.
The liabilities and obligations referred to above shall be succeeded by the Company in a manner whereby the transferor shall be released from the transferred liabilities and obligations.
| (7) | Prospects of Paying Debt Obligations |
With respect to debt obligations to be paid after the separation by Tokio Marine & Nichido (separating company) and/or the Company (successor company), the Company and Tokio Marine & Nichido believe that they have the ability to satisfy such debt obligations that will become payable after the separation.
| (8) | Directors Transferring from the Separating Company |
No directors will be newly appointed at the Company as a result of the separation.
| 3. | Summary of Parties |
| (1) | Summary of the parties involved in the separation |
(As of September 30, 2005) | ||||
Successor Company | Separating Company | |||
Company Name | Millea Holdings, Inc. | Tokio Marine & Nichido Fire Insurance Co., Ltd. | ||
Line of Business | Insurance holding company | Non-life insurance business | ||
Date of Incorporation | April 2, 2002 | March 20, 1944 | ||
Registered Office | Chiyoda-ku, Tokyo | Chiyoda-ku, Tokyo | ||
Representative Director | Kunio Ishihara, President | Kunio Ishihara, President | ||
Capital | ¥150 billion | ¥101.9 billion | ||
Issued Shares | 1,727,048.75 shares | 1,549,692,481 shares | ||
Stockholders’ Equity | ¥2,401.8 billion | ¥2,543.5 billion | ||
Total Assets | ¥2,402.4 billion | ¥9,909.8 billion | ||
Settlement of Accounts | March 31 | March 31 | ||
Number of Employees | 173 | 16,130 | ||
Major Shareholders and their Share Percentages | • The Master Trust Bank of Japan, Ltd.
• Moxley & Co. (5.77%)
• Japan Trustee Services Bank, Ltd.
• State Street Bank and Trust Company (2.32%)
• State Street Bank and Trust Company 505103 (2.29%) |
Millea Holdings, Inc. (100%) | ||
Relations between the Parties | Millea Holdings, Inc. is the parent company owning a 100% equity stake in Tokio Marine & Nichido Fire Insurance Co., Ltd. | |||
(Note) Moxley & Co. is the corporate nominee holder of common stock deposited for the issuance of ADRs.
| (2) | Results for the most recent three fiscal years |
| (Yen in millions) | ||||||||||||
| Millea Holdings (Successor Company) | Tokio Marine & Nichido (Separating Company) | |||||||||||
Fiscal year ended | March 2003 | March 2004 | March 2005 | March 2003 | March 2004 | March 2005 | ||||||
Operating income/NPW | 52,928 | 233,617 | 113,490 | 1,469,685 | 1,503,111 | 1,690,060 | ||||||
Ordinary profit | 49,964 | 231,431 | 111,270 | 158,128 | 152,187 | 148,380 | ||||||
Net Income | 49,605 | 230,871 | 110,585 | 97,277 | 87,895 | 87,658 | ||||||
Net income per share | 26,760.91 | 126,681.20 | 63,170.59 | 62.77 | 56.72 | 56.57 | ||||||
Dividend per share | 10,000.00 | 11,000.00 | 11,000.00 | 92.81 | 98.10 | 30.72 | ||||||
Stockholders’ equity per share | 1,191,215.23 | 1,302,942.88 | 1,347,033.30 | 988.94 | 1,156.37 | 1,445.06 | ||||||
(Note 1) Data in the first row represent operating income for Millea Holdings and net premiums written for Tokio Marine & Nichido.
(Note 2) Figures for net income per share, dividend per share and stockholders’ equity per share are shown in yen.
| 4. | Description of the Operations to be Succeeded |
| (1) | Description of the Management Functions with Respect to Nisshin Fire |
Business management functions with respect to Nisshin Fire currently under the control of Tokio Marine & Nichido.
| (2) | Items and Values of Assets and Liabilities to be Succeeded |
(Yen in millions) | ||||||||
Assets | Liabilities | |||||||
Item | Book Value | Item | Book Value | |||||
Current Assets | 0 | Current Liabilities | 1 | |||||
Fixed Assets | 24,386 | Fixed Liabilities | 1,737 | |||||
Total | 24,386 | Total | 1,738 | |||||
| 5. | Financial conditions of the Company Following the Separation |
(1) Total Assets | ¥2,408,066 million (+ ¥5,607 million) | |
(Note) The number in parentheses represents an estimated increase due to the separation. | ||
(2) Effects on the Business Results of the Company | ||
There will be no change in our consolidated business forecast announced on November 22, 2005. | ||
