FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December, 2002
Commission File Number 2 – 68279
RICOH COMPANY, LTD.
(Translation of Registrant’s name into English)
15-5, Minami-Aoyama 1-Chome, Minato-ku, Tokyo 107-8544, 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 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): __ )
(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 __ No X
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__ )
SIGNATURE
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.
Ricoh Company, Ltd.
(Registrant)
By: /S/ Zenji Miura
Zenji Miura
Senior Vice President
December 17, 2002
December 17, 2002
Contacts:
RICOH COMPANY, LTD.
PR Department
Takanobu Matsunami, General Manager
+81-3-5411-4511
TOHOKU RICOH CO., LTD.
Yoshiharu Miyano, Director
+81-224-55-3211
RICOH COMPANY, LTD. to make TOHOKU RICOH CO., LTD. a Wholly Owned Subsidiary
RICOH COMPANY, LTD. (TSE: 7752, “Ricoh”) and TOHOKU RICOH CO., LTD. (TSE: 6427, “Tohoku Ricoh”) today announced that in accordance with an agreement signed by their respective boards of directors, Ricoh will make Tohoku Ricoh a wholly owned subsidiary through share exchange. Ricoh will not seek approval at a General Shareholders Meeting in accordance with the provision of Paragraph 1 of Article 358 (Simplified Share Exchange) of the Commercial Code of Japan.
1. Objective of making Tohoku Ricoh a wholly owned subsidiary
The Ricoh Group announced its new Group Vision as “A Winner in the 21st Century” and aims to keep providing its customers with high reliability and new value. We recognize that to achieve this we must develop products and services with a competitive edge, and we are enhancing our technology so as to offer the “world’s No.1 products”.
Tohoku Ricoh has on the one hand been striving to contribute to the Ricoh Group’s strategies as one of the Group’s core corporations. On the other hand, as a publicly held company, it has done its utmost to respond to the expectations of its shareholders. However, the office equipment/solutions industry, Ricoh Group’s main business, is experiencing fiercer competition due to rapid changes in customer needs influenced by digitization and the networked environment.
Ricoh and Tohoku Ricoh have agreed that for the sake of both companies’ further growth and expansion, the integration of both companies’ development, design and production functions would enhance competitiveness. Thus the management of Ricoh decided to turn Tohoku Ricoh into a wholly owned subsidiary.
Tohoku Ricoh will hereafter act as a wholly owned subsidiary of Ricoh, striving to expand its own businesses such as the digital stencil duplicator business. Also, it will be expected to play a significant role strengthening and expanding the image processing business as well as its related solutions business in its capacity as a Ricoh Group company.
2. Share Exchange Terms and Conditions
(1) Schedule
December 17, 2002 Board of directors approves agreement for share exchange
February 26, 2003* Shareholder approval of share exchange agreement
(special shareholders meeting of Tohoku Ricoh)
March 31, 2003* Shareholder submission of shares for share exchange
April 1, 2003* Share exchange
*The above dates are projected dates subject to change.
(2) Ratio of Exchange
Ricoh requested Nomura Securities Co., Ltd. (“Nomura Securities"), and Tohoku Ricoh requested Deloitte Tohmatsu Corporate Finance Co., Ltd. (“Deloitte Tohmatsu Corporate Finance") to calculate the ratio for the share exchange. The results of these calculations were discussed between the two companies, resulting in the ratio shown below.
Company
Ricoh
(Parent)Tohoku Ricoh
(Subsidiary)Share exchange ratio
1.000
0.345
Notes:
a) Share allocation ratio
There will be an allocation of 0.345 shares of Ricoh stock per share of Tohoku Ricoh stock. However, there will be no allocation of shares with respect to Tohoku Ricoh stock held by Ricoh.
b) Result, method and basis of calculation by third-party institutions
Nomura Securities utilized market price analysis to evaluate Ricoh, and market price analysis, discounted cash flow (DCF) analysis and comparable companies analysis to evaluate Tohoku Ricoh. The results served as the basis for calculating the share exchange ratio.
Deloitte Tohmatsu Corporate Finance used market price analysis, discounted cash flow (DCF) analysis and comparable companies analysis to evaluate Ricoh and Tohoku Ricoh. The results served as a basis for calculating the share-exchange ratio.
c) Number of Ricoh shares to be allocated for the exchange:
2,239,533 ordinary shares
d) Ricoh will use its treasury stock, to be purchased in accordance with the resolution of its 102nd ordinary general shareholders meeting, for the shares to be allocated for the share exchange.
(Notes) Resolution of Ricoh’s 102nd ordinary general shareholders meeting
Share type to be purchased ordinary shares
Number of shares to be purchased 8,000,000 shares (upper limit)
Amount of shares to be purchased 20 billion yen (upper limit)
3. Outline of Each Company
(as of September 30, 2002)
| RICOH COMPANY, LTD. | TOHOKU RICOH CO., LTD. |
| Development, manufacture, sales | Development, manufacture, sales |
| February 6, 1936 | July 11, 1967 |
| 1-3-6, Naka-Magome, Ota-ku, | 3-1 Shinmeido, Shibata-machi, |
| Masamitsu Sakurai | Yoichi Shirahata |
| 120,489 million yen | 2,272 million yen |
| 727,324 thousand shares | 17,108 thousand shares |
| 568,280 million yen | 20,018 million yen |
| 913,289 million yen | 32,865 million yen |
| March 31 | March 31 |
| 11,987 | 1,374 |
| Suppliers | Suppliers |
| Japan Trustee Services Bank, Ltd. (8.68%) | Ricoh Company, Ltd. (62.06%) |
| UFJ Bank Limited. | The 77 Bank, Ltd. |
4. Financial Results (for the three most recent fiscal years)
(in million yen)
RICOH COMPANY, LTD. | TOHOKU RICOH CO., LTD. | |||||
Fiscal year | March 2000 | March 2001 | March 2002 | March 2000 | March 2001 | March 2002 |
Net sales | 777,501 | 855,499 | 860,149 | 71,143 | 75,477 | 67,936 |
Operating profit | 58,220 | 60,654 | 69,911 | 1,718 | 1,796 | 1,139 |
Ordinary profit | 50,113 | 65,971 | 67,688 | 1,741 | 1,961 | 1,351 |
Net income | 22,613 | 34,404 | 40,085 | 872 | 1,106 | 823 |
Net income per share (yen) | 32.69 | 49.67 | 57.43 | 55.68 | 64.69 | 48.11 |
Annual dividends per share (yen) | 11.00 | 12.00 | 13.00 | 8.00 | 8.00 | 8.00 |
Shareholders’ equity per share(yen) | 661.71 | 706.13 | 761.52 | 1,073.81 | 1,129.13 | 1,165.59 |
5. Changes after share exchange
(1) Trade name, business, head-office location
The company’s trade name, business and head-office location will remain the same as listed in “3. Outline of Each Company”.
(2) Capital
There will be no change in the company’s capital and capital reserve, since Ricoh plans to use its treasury stock for the shares to be allocated for the share exchange.
(3) Effect on Ricoh’s financial results
The share exchange will have no immediate material effect on Ricoh’s consolidated financial results, since Tohoku Ricoh is already a consolidated subsidiary of Ricoh.