Commission File No. 2-61271 and 2-72713
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Report on Disclosure of Information of ITO-YOKADO CO., LTD.
ITO-YOKADO CO., LTD.
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(Translation of registrant's name into English)
1-4, SHIBAKOEN 4-CHOME, MINATO-KU, TOKYO 105-8571, 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 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 [x] No [x]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b). 82-_______
[Translation]
November 25, 2003
To: Each of the Parties Concerned
Name of the Company:
Ito-Yokado Co., Ltd.
Name of Representative of the Company:
Sakae Isaka
President and Representative
Director
(Securities Code No. 8264, the First Section of the Tokyo
Stock Exchange)
Addressee to Contact:
Shiro Ozeki
Director of Finance Division
Tel: 03-3459-2111
NOTICE OF SECONDARY OFFERING OF THE SHARES AND
THE OFFERING OF TREASURY STOCK OF ITO-YOKADO:
Ito-Yokado Co., Ltd. (the "Company") hereby announces that at the meeting of the
Board of Directors held on November 25, 2003, the Company resolved that the
secondary offering of the shares of common stock and the offering of treasury
stock of the Company be made as follows.
I. Secondary Offering of the Shares
A. Secondary Offering of the Shares through purchase and underwriting by the
Underwriters
(1) Number of shares to be Offered: 11,250,000 shares of common stock of the
Company
(2) Selling Shareholders and the Number of Shares to be Sold:
Shareholders name Number of shares to be sold
------------------------------------------- ---------------------------
Resona Bank, Ltd. 7,500,000
Sumitomo Mitsui Banking Corporation 3,000,000
Mizuho Corporate Bank, Ltd. 600,000
Sompo Japan Insurance, Inc. 150,000
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(3) Offer Price:
Undecided. (Offer Price will be determined on any day during the period
from December 8, 2003 (Monday) to December 11, 2003 (Thursday) (the "Date
of Determining Offer Price")).
(4) Method of Offering:
All the Shares to be sold shall be severally purchased, underwritten and
sold by Nomura Securities Co., Ltd., Nikko Citigroup Limited, Daiwa
Securities SMBC Co. Ltd., Shinko
Securities Co., Ltd., Mizuho Securities Co., Ltd. and SMBC Friend
Securities Co., Ltd. (the "Underwriters").
The consideration of the Underwriters for such offering shall be the
aggregate amount of the Offer Price per Share minus the subscription price
per Share (which is the purchase price per Share to be paid by the
Underwriters to the Selling Shareholders) multiplied by the total number of
Shares to be offered set out in I.A.(1) above.
(5) Subscription Period:
The Subscription Period is scheduled to be a period commencing from and
including the day immediately following the Date of Determining Offer
Price and ending on the third business days after such date.
(6) Delivery Date:
The Delivery Date is scheduled to be the seventh business day after the
Date of Determining Offer Price.
(7) Evidence Money for Subscription:
The same amount as the Offer Price per Share.
(8) The Number of Shares of One Unit for Subscription: 1,000 shares
(9) The authority to take any and all necessary action required for the
Secondary Offering of the Shares through purchase and underwriting by the
Underwriters and through Over-allotment (hereinafter referred to as the
"Offering of Shares"), including the determination of Offer Price,
Subscription Period and Delivery Date, and any matter necessary for the
Offering of Shares, is delegated to the Representative Directors of the
Company.
(10) With respect to the Offering of Shares, a Notification of Securities
prepared in accordance with the Japanese Securities and Exchange Act was
submitted on November 25, 2003.
B. Secondary Offering of the Shares through Over-allotment (see Reference (2)
below):
(1) Number of Shares to be Offered: 1,687,000 shares of common stock
The above number of Shares represents the maximum number of Shares to be
offered through over-allotment. Such number may decrease depending on the
condition of demands or the offering of Shares through over-allotment may
be cancelled. The specific number of shares to be offered through
over-allotment shall be determined on the Date of Determining Offer Price
taking into consideration the condition of demands for the Shares offered
through purchase and underwriting by the Underwriters.
(2) Selling Shareholder and Number of Shares to be Offered:
Nomura Securities Co., Ltd. Up to 1,687,000 shares
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(3) Offer Price:
Undecided. (The same amount as the Offer Price mentioned in I.A. (3) above.)
(4) Method of Offering:
Nomura Securities Co., Ltd. will sell Shares which were borrowed from
certain shareholder(s) of the Company ("Borrowed Shares") taking into
consideration the condition of demands for Shares offered through purchase
and underwriting by the Underwriters.
(5) Subscription Period:
Same as the Subscription Period mentioned in I.A. (5) above.
(6) Delivery Date:
Same as the Delivery Date mentioned in I.A. (6) above.
(7) Evidence Money for Subscription:
Same as the Subscription Money mentioned in I.A. (7) above.
(8) The Number of Shares of One Unit for Subscription: 1,000 shares
II. Offering of Treasury Stock of the Company (see Reference (2) below):
Treasury stock held by the Company will be offered and disposed of as
follows:
(1) Number of Shares to be Offered: 1,687,000 shares of common stock
(2) Offer Price:
Offer Price will be determined on any day during the period from December 8,
2003 (Monday) to December 11, 2003 (Thursday).
Offer Price will be the same amount as the subscription price mentioned in
I. A. above.
(3) Allottee and Number of Shares to be Allotted
Nomura Securities Co., Ltd. 1,687,000 Shares
(4) Subscription Period:
Subscription Period will be determined on any day during the period from
January 13, 2004 (Tuesday) to January 16, 2004 (Friday). Provided, however,
that it will be the next day of the thirtieth day from the day immediately
following the end of the Subscription Period of the Secondary Offering of
the Shares through purchase and underwriting by the Underwriters and through
over-allotment.
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(5) Payment Date:
Payment date will be determined on any day during the period from January
14, 2004 (Wednesday) to January 19, 2004 (Monday). Provided, however, that,
it shall be a day immediately following the Subscription Period
(Subscription Date) mentioned in the above II. (4).
(6) Delivery Date:
Delivery date will be determined on any day during the period from January
15, 2004 (Thursday) to January 20, 2004 (Tuesday). Provided, however, that
it shall be a day immediately following the Payment Date mentioned in the
above II. (5).
(7) The Number of Shares of One Unit for Subscription: 1,000 shares
(8) The authority to take any and all necessary action required for the offering
of treasury stock including the determination of Offer Price, etc., is
delegated to the Representative Directors of the Company.
[REFERENCE]
(1) Purpose of the Secondary Offering
The purpose of the above-mentioned Offering of the Shares of the Company is
to increase the number of individual shareholders and to further improve a
liquidity of shares of the Company.
(2) Secondary Offering through Over-allotment
The Company plans to implement the Secondary Offering of Shares through
Over-allotment as mentioned in the above I.B. in addition to the Secondary
Offering of Shares through purchase and underwriting by the Underwriters as
mentioned in the above I.A.
Secondary Offering through Over-allotment may be effected, separately from
the Secondary Offering of the Shares through purchase and underwriting by
the Underwriters, by Nomura Securities Co., Ltd. on the occasion of the
Secondary Offering of the Shares through purchase and underwriting by the
Underwriters, taking into consideration the condition of demands for the
Shares sold, by offering up to 1,687,000 shares which Nomura Securities Co.,
Ltd., acting as the Manager for the Secondary Offering of the Shares through
purchase and underwriting, borrowed from certain shareholder(s) of the
Company.
The number of Shares offered through over-allotment represents the maximum
number of shares to be offered and it may decrease or the Secondary Offering
of Shares through Over-allotment may be cancelled depending on the condition
of demands.
On the occasion of the Secondary Offering of Shares through Over-allotment,
the Company
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adopted a resolution at the meeting of the Board of Directors held on
November 25, 2003 that the offering of a maximum 1,687,000 shares of
treasury stock will be made, which will be allotted to Nomura Securities
Co., Ltd., on the Payment Date that falls a day after two business days from
the thirtieth day calculated from the day immediately following the end of
the Subscription Period of the Secondary Offering of the Shares through
purchase and underwriting by the Underwriters and through over-allotment
(hereinafter referred to as the "Payment Date of Offering of Treasury
Stock"), so that Nomura Securities Co., Ltd. may be able to return the
Borrowed Shares to the certain shareholder(s) of the Company.
In addition, Nomura Securities Co., Ltd. may, within the Syndicate Cover
Transactions Period (that is a period commencing from and including the day
immediately following the end of the Subscription Period of the Shares and
ending on five business days prior to the Payment Date of the Offering of
Treasury Stock) (hereinafter referred to as the "Syndicate Cover
Transactions Period"), purchase up to such number of shares as sold in the
Secondary Offering through Over-allotment on the market of Tokyo Stock
Exchange, Inc. with the aim of procuring and returning the Borrowed Shares
(hereinafter referred to as the "Syndicate Cover Transactions"). All shares
purchased by Nomura Securities, Co., Ltd. through the Syndicate Cover
Transactions will be used for returning the Borrowed Shares. Even during the
Syndicate Cover Transaction Period, Nomura Securities Co., Ltd. at its
discretion may choose not to enter into any Syndicate Cover Transactions or
to terminate such transactions without purchasing the maximum number of
shares.
Further, Nomura Securities Co., Ltd. may effect stabilization transactions
in relation to the Secondary Offering through purchase and underwriting by
the Underwriters and the Secondary Offering through Over-allotment and may
allocate all or part of such Shares purchased by stabilization transactions
for returning the Borrowed Shares.
With respect to the number of shares offered by the Secondary Offering
through Over-allotment deducted by the number of shares acquired by
stabilization transactions and the Syndicate Cover Transactions and
appropriated to return the Borrowed Shares, Nomura Securities Co., Ltd. will
plan to purchase shares of common stock of the Company in accordance with
the allotment of the treasury stock of the Company under the Offering of
Treasury Stock. Depending on the aforementioned number of shares, the
offering may not be made to a part or all of the shares to be offered under
the Offering of Treasury Stock. As a result, the final number of shares to
be offered under the Offering of Treasury Stock will decrease to such an
extent so that the Offering of Treasury Stock may not be implemented.
(3) Change in Number of Treasury Stock after Offering of Treasury Stock
Present number of treasury stock: 2,640,000 shares
Treasury stock to be offered and disposed of: 1,687,000 shares (Note)
Number of treasury stock after offering: 953,000 shares (Note)
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(Note) These numbers are presented with an assumption that Nomura Securities,
Co., Ltd. will subscribe for all shares to be offered by the Offering of
Treasury Stock as mentioned in the above II.
- End -
Caution:
This material is prepared for the purpose of public disclosure of the
Secondary Offering of the Company and is not prepared for any solicitation
for investment or offering. In the case of investment, investors should
refer to the prospectus prepared by the Company and make investment decision
by him/herself in accordance with his/her own judgment. This material is not
an offer of securities for sale into the United States. The securities may
not be offered or sold in the United States unless they are registered or
exempt from registration and any public offering of securities to be made in
the United States will be made by means of a prospectus that will contain
detailed information about the Company and management, as well as financial
statements.
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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.
ITO-YOKADO CO., LTD.
(Registrant)
November 26, 2003
By: /s/ Noritoshi Murata
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Senior Managing Director
and Chief Financial Officer
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