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
For the month of June, 2004
Commission File Number: 000-11743
WACOAL CORP.
(Translation of Registrant's Name into English)
29, Nakajima-cho, Kisshoin, Minami-ku
Kyoto, 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
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
1
WACOAL CORP.
Form 6-K
TABLE OF CONTENTS
Page
Notice of the 56th Ordinary General Meeting of Shareholders to be Held in 3
Kyoto, Japan on June 29, 2004
Signature 5
Exhibit Index 6
Exhibit 1 Notice of the 56th Ordinary General Meeting of Shareholders to be Held in Kyoto, 7
Japan on June 29, 2004
2
NOTICE OF THE 56TH ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD
IN KYOTO, JAPAN ON JUNE 29, 2004
On June 9, 2004, we distributed to our shareholders the notice of our
56th ordinary general meeting of shareholders to be held in Kyoto, Japan on June
29, 2004. Attached as Exhibit 1 hereto is an English translation of the notice.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The attached notice contains forward-looking statements that are based
on our current expectations, assumptions, estimates and projections about our
company, our industry and other relevant factors. The forward-looking statements
are subject to various risks and uncertainties. These statements can be
identified by the fact that they do not relate strictly to historical or current
facts. The forward-looking statements discuss future expectations, identify
strategies, contain projections of results of operations or of financial
condition, or state other "forward-looking" information. Forward-looking
statements are contained in the section entitled "1. Summary of Operations --
(5) Business Strategies".
Known and unknown risks, uncertainties and other factors could cause
our actual results, performance or achievements to differ materially from those
expressed or implied by any forward-looking statement contained in the attached
notice. Among the factors that you should bear in mind as you consider any
forward-looking statement are the following:
o The impact of weak consumer spending in Japan and our other markets on
our sales and profitability;
o The impact on our business of anticipated continued weakness of
department stores and other general retailers in Japan;
o Our ability to successfully develop, manufacture and market products in
Japan and our other markets that meet the changing tastes and needs of
consumers;
o Our ability to reduce costs by consolidating our activities in Japan,
increasing our product sourcing and manufacturing in lower-cost
countries such as China and Vietnam, and other efforts to reduce costs;
o Our ability to successfully expand our network of our own specialty
retail stores and achieve profitable operations at these stores;
o Our ability to further develop our catalog and Internet sales
capabilities;
o The highly competitive nature of our business and the strength of our
competitors;
o Effects of seasonality on our business and performance;
o Risks related to conducting our business internationally, including
political and economic instability, unexpected legal or regulatory
changes, trade protection measures and import or export licensing
requirements, changes in tax laws,
3
fluctuations in currency exchange rates, difficulties managing
widespread operations, differing protection of intellectual property,
difficulties in collecting accounts receivable and public health crises
such as SARS;
o The impact of weakness in the Japanese equity markets on our holdings
of Japanese equity securities;
o Unexpected increases in our funding obligations with respect to our
employee benefit plans due to adverse conditions in the equity or debt
markets or other factors; and
o Acquisitions, divestitures, restructurings, product withdrawals or
other extraordinary events affecting our business.
The information contained in the section entitled "Item 3--Key
Information--Risk Factors" of our Annual Report on Form 20-F for the fiscal year
ended March 31, 2003 also identifies factors that could cause our actual
results, performance or achievements to differ materially from those expressed
or implied in any forward-looking statement contained in the attached notice.
You should understand that it is not possible to predict or identify all such
factors. Consequently, you should not consider the foregoing list or the
information provided elsewhere in our annual report to be a complete set of all
such factors.
We undertake no obligation to update any forward-looking statements
contained in the attached notice, whether as a result of new information, future
events or otherwise.
4
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.
WACOAL CORP.
(Registrant)
By: /s/ Ikuo Otani
---------------------------------------
Ikuo Otani
Director of Finance, Corporate Planning
Date: June 30, 2004
5
EXHIBIT INDEX
Page
Exhibit 1 Notice of the 56th Ordinary General Meeting of Shareholders to be Held 6
in Kyoto, Japan on June 29, 2004
6
EXHIBIT 1
NOTICE OF THE 56TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD IN KYOTO, JAPAN ON JUNE 29, 2004
7
NOTICE OF THE 56TH ORDINARY GENERAL MEETING
OF SHAREHOLDERS
TO BE HELD IN KYOTO, JAPAN ON JUNE 29, 2004
(This is a translation from the original notice in the Japanese language
dispatched to shareholders in Japan. The financial statements included in this
Notice of the General Meeting of Shareholders are based upon accounting
principles and practices generally accepted in Japan and include the accounts of
Wacoal Corp. only. They should not be confused with consolidated results.)
WACOAL CORP.
KYOTO, JAPAN
June 9, 2004
TO OUR SHAREHOLDERS
WACOAL CORP.
29, Nakajima-cho
Kisshoin, Minami-ku
Kyoto 601-8530, Japan
Yoshikata Tsukamoto
President and
Representative Director
NOTICE OF THE 56TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to inform you that the Company's 56th Ordinary General Meeting of
Shareholders will be held as described below.
You are cordially invited to attend the Meeting.
IF IT IS INCONVENIENT FOR YOU TO ATTEND THE MEETING, YOU ARE CORDIALLY
REQUESTED TO CAREFULLY EXAMINE THE REFERENCE MATERIALS SET FORTH BELOW AND TO
MAIL THE BALLOT WITH YOUR SEAL DULY AFFIXED THERETO SHOWING YOUR CONSENT OR
DISSENT SO THAT WE CAN RECEIVE IT NOT LATER THAN JUNE 28, 2004 (MONDAY).
Particulars
1. Date: At 10:00 a.m., Tuesday, June 29, 2004
2. Place: The Hall on the 10th floor of the Head Office of Wacoal Corp.,
located at 29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto, Japan (on
the west side of the Nishi-Oji Station on the JR line)
(Please refer to the map at the back of this notice.)
3. Purpose of Meeting:
Matters to be reported:
Presentation of the Business Report, Balance Sheet and Statement of
Income for the 56th fiscal year from April 1, 2003 through March
31, 2004
Matters to be resolved:
Agenda Item No. 1: Approval of the proposed appropriation of retained
earnings for the 56th fiscal year
Agenda Item No. 2: Amendment of a part of the Articles of Incorporation
1
The substance of this proposed agenda item is as set
forth on pages 24 to 25 of "Reference Materials
Concerning the Exercise of Vote."
Agenda Item No. 3: Election of five Directors
Agenda Item No. 4: Election of two Statutory Auditors
Agenda Item No. 5: Payment of retirement benefits to retiring Directors
and Statutory Auditors
* * * * * * * * * *
If you attend the Meeting on the appointed date, please bring with you the
ballot enclosed herewith, and surrender it to the receptionist at the location
of the Meeting.
2
MATTERS TO BE REPORTED AND
SUPPLEMENTARY SCHEDULES FOR AGENDA ITEM NO. 1
BUSINESS REPORT
FOR THE PERIOD FROM APRIL 1, 2003 THROUGH MARCH 31, 2004
1. SUMMARY OF OPERATIONS
(1) BUSINESS DEVELOPMENTS AND RESULTS
During the first half of the fiscal year ended March 31, 2004, the
Japanese economy was flat, with modest improvement in corporate profits, while
consumer spending had not yet fully recovered. In the latter half of the fiscal
year, corporate revenues showed marked improvement and consumer spending was
propped up by spending on consumer electronics products, such as digital cameras
and flat-screen televisions, indicating a steady recovery of the economy.
Business results in the woman's fashion industry were heavily affected by
unstable weather, including a long rainy season and cool summer during the first
half of the fiscal year and unusually warm winter during the second half of the
fiscal year. As a result, overall business results were stagnant.
In this environment, we sought to improve the strength of our products,
and while developing products centered on innerwear and focused on consumer
needs, we endeavored to develop new points of contact with customers through
directly managed stores. With respect to the Wacoal brand, the summer campaign
product "T-Shirt Bra NAMI NAMI" and the autumn campaign product "Kanjiru Bra"
were favorably received. There was also an increase in sales of high value-added
products promoted through department store and boutique channels. Moreover, "La
Vie Aisee" and "Gra-P" innerwear, targeting the middle-aged and senior market,
continued their favorable results. However, growth in our core product group was
stagnant. As for our Wing brand, the high value-added product "Lesiage" and the
youth-targeted product "Le Souffle" both performed well, but overall product
sales, including campaign products, were sluggish. Seasonal products in Wacoal
and Wing brand innerwear were heavily affected by the cool summer and warm
winter weather, but the red color underwear released to commemorate the "Year of
the Monkey" in 2004 received a high degree of media coverage and boomed in
popularity around the end of calendar year 2003 and beginning of calendar year
2004, bringing vitality to a stagnant market.
Started three years ago and aimed at developing new channels and points of
contact with customers, the SPA business has been showing steady development,
both in the number of stores and sales amount, thanks to an increase in brand
recognition.
Our catalogue business showed favorable results, due to a favorable
performance in garments and sundries, and a newly issued inner wear sales
catalogue, "Wannabe", in addition to our existing "Love Body" and "Sachet"
catalogues. In our Wellness business, our main product, sports conditioning wear
"CW-X" showed steady sales; however, summer swimwear was affected by the
unusually cool summer.
3
As we select and focus our business operations to take full advantage of
limited management resources, we terminated our special alliance with Sweden
House Co., Ltd., and retired from the business of construction and sales of
imported houses at the end of the fiscal year. As a result, our sales in the
housing business segment fell short of our business plan.
As a result, net sales for this fiscal year were 128.496 billion Yen,
showing a decrease of 0.1% compared to the previous year.
The Company pursued management efficiencies and cost reduction by
structural reform, and successfully improved sales cost ratio. However, due to
an increase of sales floor renovation cost and rents for SPA stores, ordinary
income for this year was Y7.152 billion, a decrease of 24.8% compared to the
previous year.
On the other hand, net income for this fiscal year was 4.035 billion Yen
showing a increase by 33.9% over the previous year. This was mainly attributable
to the extraordinary gain of 5.577 billion Yen from transfer of the
substitutional portion of employee pension fund liabilities to the Government of
Japan, which offsets the extraordinary loss of 3.046 billion Yen from an
impairment loss on fixed assets.
With regard to our overseas business, during the first six months of the
fiscal year, our Asian affiliated companies showed stagnant growth overall, due
to the economic downturn from the SARS epidemic and the war in Iraq, but
recovered for the latter half of the fiscal year. The U.S. business environment
was affected by the war in Iraq and fears of terrorism during the first six
months of the fiscal year, but there was an upturn towards the end of the fiscal
year and, as a result, our overseas business achieved better results than in the
previous fiscal year.
(2) SUMMARY OF OPERATIONS BY PRODUCT CATEGORY
INTIMATE APPAREL
(Foundation Garments and Lingerie)
In Wacoal brand, the summer campaign products "T-Shirts Bra NAMI NAMI" and
"NAMI NAMI Pants" were well received as in the previous year. An autumn campaign
product "Kanjiru Bra" also achieved scheduled sales volume. This brassiere was
based on an innovative idea of "wearing pressure", and is a highly sophisticated
product that only Wacoal can produce. Value-added brands such as "La Vie Aisee"
and "Gra-P", products aimed at middle-aged and senior market, "Parfage", a brand
for department stores, "Salute", a brand for specialty stores and "L'ge", a
brand for chain stores, showed steady sales.
In Wing brand, the high value-added product "Lesiage" and youth-targeted
product "Le Souffle" showed steady sales through expansion of sales floor, while
the campaign products were sluggish. "BROS", an intimate apparel brand for men,
increased sales through expansion of sales floor.
However, the Company's intimate apparel core product group in Wacoal brand
and Wing brand had a tough year, affected by unstable weather and sluggish
retail industry as a
4
whole. The sales of foundation garments and lingerie showed a decline of 0.4%
compared to the previous year.
(Nightwear)
In Wacoal brand, the Company develops the products based on "sleep
science" in order to provide comfortable sleep and relaxation. During this term,
"Wacoal Gussuri Bra", which holds the breast comfortably while sleeping, was
added to the lineup. In Wing brand, brassieres with the same function was
released as "Sleeping Bra". In addition, the gift promotion for the
"Respect-for-the-Aged Day" showed steady sales. However, sales for the core
product group in Wacoal brand were sluggish, and as a result, sales decreased by
2.8% compared to the previous year.
(Children's Underwear)
As for kids and maternity products, seasonal products such as nightwear
and underwear were affected by unusually cool summer and warm winter. On the
other hand, the Company started sales of junior intimate apparel under license
collaboration with Narumiya International Co., Ltd. from 2003 autumn and is
actively expanding sales floor. As a result, sales increased by 5.1% over the
previous year.
OUTERWEAR AND SPORTSWEAR
In outerwear, sales increased, especially through catalog sales.
As for sportswear, seasonal swimwear was sluggish due to the cool summer,
but "CW-X" showed favorable sales, resulting in a 8.1% increase of sales over
the previous year. The Company withdrew from the summer resort swimwear market
as of this term as it is hard to demonstrate the Company's originality in that
area.
HOSIERY
The Company narrowed down the sales floor for the support stocking
"Kokochi a" to promote streamlining. On the other hand, new pantyhose jointly
developed with Seven-Eleven Japan Co., Ltd. was released at 10,000 Seven-Eleven
stores in Japan. As a result, sales of hosiery increased by 7.5% over the
previous year. The Company discontinued sales of comfort shoes "Physio" as of
this term.
HOUSING AND RESTAURANT BUSINESSES, CULTURAL PROJECTS, SERVICES & OTHERS
Sales in the housing business segment fell short of the business plan, due
to the termination of business alliance with Sweden House Co., Ltd. Our housing
design business (undertaking of interior finish works for condominiums and
houses) showed steady sales.
In the restaurant businesses, the cultural projects and services business,
sales in the Spiral Business Department for "amoem", a total beauty salon with
esthetic and nail services and the variety store "Spiral Market" were sluggish,
while outside sales activities
5
and events exceeded the anticipated goal. As a result, sales decreased by 8.0%
compared to the previous year.
Sales by Product Category
Amount % (Previous
Product Category (Millions of yen) % Fiscal Year: 100)
---------------------------------------- ---------------- ---- ----------------
INTIMATE APPAREL
Foundation Garments & Lingerie 96,274 74.9 99.6
Nightwear 10,581 8.2 97.2
Children's Underwear 2,411 1.9 105.1
Total 109,267 85.0 99.5
OUTERWEAR & SPORTSWEAR 7,793 6.1 108.1
HOSIERY 1,797 1.4 107.5
OTHER TEXTILES AND RELATED 3,941 3.1 106.5
PRODUCTS
HOUSING AND RESTAURANT 5,696 4.4 92.0
BUSINESSES, CULTURAL
PROJECTS, SERVICES & OTHERS
GRAND TOTAL 128,496 100.0 99.9
(3) CAPITAL EXPENDITURES AND FINANCING
(a) Capital Expenditures
No major facilities were completed during this fiscal year.
(b) Financing
The Company did not engage in any financing through issuance of
common stock or bonds during this fiscal year.
6
(4) CHANGES IN RESULTS OF OPERATIONS AND STATE OF ASSETS
(Amount: Millions of yen (unless otherwise indicated)
%: Previous Fiscal Year = 100)
2000 2001 2002 2003 (4/'03-3/'04)
(4/'00-3/'01) (4/'01-3/'02) (4/'02-3/'03) 56th Fiscal Year
53rd Fiscal Year 54th Fiscal Year 55th Fiscal Year (current fiscal year)
---------------- ---------------- ---------------- ---------------------------
Net sales 128,566 128,431 128,641 128,496 99.9 (%)
Ordinary
income 9,619 9,107 9,517 7,152 75.2
Net income 4,741 4,804 3,013 4,035 133.9
Net income
per share 30.99 yen 32.03 yen 19.99 yen 27.34 yen
Total assets 201,734 192,128 189,019 198,070 104.8
Net assets 162,046 158,412 155,714 162,311 104.2
Net assets per
share 1,072.33 yen 1,062.38 yen 1,062.12 yen 1,127.18 yen
-----------
(Note)
Net income per share is calculated based on the average number of
outstanding shares during each fiscal year. Net assets per share is calculated
based on the number of outstanding shares as of the end of each fiscal year.
Starting from the 54th fiscal year, the number of Company shares owned by the
Company is omitted in calculating the average number of outstanding shares
during fiscal year and the number of outstanding shares as of the end of the
fiscal year.
From the 55th fiscal year, "Accounting Standards for Net Income Per Share"
(Accounting Standard No. 2) and "Guidelines for Application of Accounting
Standards for Net Income Per Share" (Guidelines for Application of Accounting
Standard No. 4) have been applied.
(5) BUSINESS STRATEGIES
In the domestic women's fashion apparel industry, it is necessary to
develop new points of contacts with customers to respond to the changing market
conditions in the aging society and structural reform in the distribution
industry.
Due to the increase of middle-aged and senior population, competition for
creating innovative market targeting such generation has been intensified. Under
these circumstances, the Company understands that it is important to provide
products with high quality and function to keep consumers' trust. The Company
has been developing brands such as "La Vie Aisee" and "Gra-P" based on the
longstanding researches and gained support from customers, and will continue to
develop new stores to expand the Company's share in the intimate apparel market
for senior women.
On the other hand, new commercial facilities such as fashion buildings and
large-scale fashion malls have emerged across the country and attracted
consumers'
7
attention especially among the younger generation. It is becoming difficult to
attract those consumers by the existing brand and products of the Company, and
the distribution industry is also expecting to introduce intimate apparels with
innovative products and price policy. The Company has been developing SPA stores
as new points of contacts with customers with the brands such as "une nana
cool", "Subito", "amphi" and "Sur la plage" targeting those generation and
actively expanding the stores mainly in major cities across the country. SPA
business as a whole has not achieved a surplus due to the initial investment for
opening stores, but the Company will endeavor to realize high profitability
through expansion of business as early as possible.
Your continued support and cooperation will be greatly appreciated.
2. SUMMARY OF THE COMPANY (as of March 31, 2004)
(1) MAIN LINE OF PRODUCTS
Classification Products
-------------- --------
INTIMATE APPAREL
Foundation Garments & Lingerie Brassieres, Girdles, Bodysuits, Slips,
Braslips, Briefs, etc.
Nightwear Negligees, Pajamas, etc.
Children's Underwear Sleepwear, Lingerie, etc.
OUTERWEAR & SPORTSWEAR Suits, One-Piece Dresses, Pants, Swimsuits,
Conditioning Wear, etc.
HOSIERY Pantyhose, Tights, etc.
OTHER TEXTILES AND RELATED
PRODUCTS Shoes, other Fashion Goods, etc.
RESTAURANT BUSINESSES, Interior Construction, Planning and
CULTURAL PROJECTS, SERVICES & Execution, Restaurant Business, Cultural
OTHERS Projects, Services, etc.
(2) MAIN SALES OFFICES
(a) Head Office
29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto
(b) Sales Offices
Wacoal Brand Operation Division (Kyoto), Tokyo Sales Office, Sapporo
Sales Office, Osaka Sales Office, Nagoya Sales Office, Fukuoka Sales
Office
Wing Brand Operation Division (Kyoto), Tokyo Branch of Wing Brand
Operation Division,
Catalog Sales Operation Department (Kyoto), Wellness Operation
Department (Kyoto), Interior Design Operation Department (Tokyo),
Spiral Sales Department (Tokyo)
(3) INFORMATION CONCERNING SHARES
(a) Total number of shares authorized to be issued
229,900,000 shares
8
\
The total number of shares authorized to be issued by the Company has been
reduced by 2,600,000 shares compared with the previous year, as a result of the
Company's purchase and cancellation of its own stock using retained earnings.
(b) Total number of issued and outstanding shares
144,016,685 shares
Reduction during this fiscal year
Reduction due to purchase and cancellation of its own stock using
retained earnings: 2,600,000 shares
(c) Total number of shareholders as of the end of this fiscal year
12,699 persons
(d) Principal shareholders
Number of shares of the Number of shares of a
Company held by shareholder held by the
Name of shareholder shareholder Company
-------------------------------- ---------------------------- -------------------------
(Percentage (Percentage
(Thousands of voting (Thousands of voting
of shares) rights) of shares) rights)
Japan Trustee Services Bank, Ltd. 8,050 5.62 - -
Meiji Life Insurance Company 6,999 4.89 - -
Nippon Life Insurance Company 6,474 4.52 - -
The Bank of Tokyo-Mitsubishi,
Ltd. 4,769 3.33 - -(*1)
The Master Trust Bank of Japan,
Ltd. (Trustee) 4,541 3.17 - -
The Bank of New York, Treaty
JASDEC Account 4,223 2.95 - -
Morgan Stanley and Company Inc. 4,049 2.83 - -
Mizuho Corporate Bank, Ltd. 3,662 2.56 - -(*2)
The Bank of Kyoto, Ltd. 3,511 2.45 1,898 0.58
The Shiga Bank, Ltd. 3,376 2.36 1,767 0.68
------------
(Notes)
(*1) The Company holds 1,974 shares of common stock of Mitsubishi Tokyo
Financial Group, Inc., the holding company of The Bank of Tokyo-Mitsubishi,
Ltd., and its shareholding ratio therein is 0.03%.
(*2) The Company holds 2,443 shares of common stock of Mizuho Financial
Group, Inc., the holding company of Mizuho Corporate Bank, and its shareholding
ratio therein is 0.02%.
9
(4) ACQUISITION, DISPOSAL, ETC., AND HOLDING OF OWN STOCK
(a) Shares acquired
Acquisition pursuant to a resolution of ordinary general meeting of
shareholders in accordance with the provisions of Paragraph 1,
Article 210 of the Commercial Code:
Common stock 2,600,000 shares
Total acquisition cost 2,449,200,000 yen
Acquisition by purchase of shares not comprising a full "tangen"
unit:
Common stock 6,606 shares
Total acquisition cost 6,223,000 yen
(b) Shares disposed
The Company did not dispose of any of its shares during this fiscal
year.
(c) Shares cancelled (as of March 5, 2004)
Common stock 2,600,000 shares
(d) Shares held by the Company as of the end of this fiscal year
Common stock 52,860 shares
(5) EMPLOYEES
Number of Increase or decrease from Average years of
Classification employees previous fiscal year Average age service
-------------- --------- ------------------------- ----------- ----------------
Men 858 Decreased by 31 45.0 years 21.9 years
Women 3,772 Increased by 132 35.2 years 8.9 years
Total 4,630 Increased by 101 37.1 years 11.3 years
---------
(Note)
The number of employees is the number of personnel at work.
10
(6) GROUP ACTIVITIES
(a) Principal Subsidiaries
Stated
capital Voting
(Millions rights
Name of Company Location of yen) (%) Main business
--------------------- ---------------- ------------ ------- --------------------------------
Studio Five Corp. Shinjuku-ku, 50 100 Manufacture and sale of garments
Tokyo
Sewing and other processing of
Torica Inc. Ibaragi-shi, 92 53.3 textiles
Osaka
Manufacture and sale of
mannequins and display fixtures;
interior design and construction
Nanasai Co., Ltd. Ukyo-ku, Kyoto 498 67.0 work of stores
Wacoal International U.S.$20,000 Investment in subsidiary
Corp. New York, U.S.A. thousand 100 companies in U.S.A.
Wacoal America U.S.$2,062
Inc.*1 New York, U.S.A. thousand 100 Manufacture and sale of garments
----------
(Notes)
(*1) Wacoal America Inc. is a wholly-owned subsidiary of Wacoal
International Corp., a subsidiary of Wacoal Corp.
(*2) In April 2004, the Company's board of directors decided to liquidate
Point Up Inc. Therefore, it has been excluded from the principal subsidiaries.
(b) Developments and Results of Group Activities During this Fiscal Year
Developments of Group Activities
On May 30, 2003, Wacoal Malaysia SDN BHD was established as a
joint venture company with Warisan TC Holdings Berhad. Dalian Wacoal
Co., Ltd. was also established as a wholly-owned subsidiary of
Wacoal International Hong Kong Co., Ltd. on July 30, 2003. Wacoal
International Hong Kong Co., Ltd. conducted share exchanges for
Wacoal China Co., Ltd., Vietnam Wacoal Corp. and Philippine Wacoal
Corp. to integrate subsidiaries in Asia.
The Company's wholly-owned subsidiary Wacoal France S.A.
reduced capital without compensation on July 3, 2003, and increased
capital on the same day in the amount of 5 million euro, all of
which was subscribed by the Company.
11
Results of Group Activities
The Company's consolidated subsidiaries are comprised of 37
companies, including the 5 principal subsidiaries provided in (a)
above, and the Company has 9 affiliates (accounted for by the equity
method of accounting).
Based on U.S. accounting principles, consolidated net sales
for this fiscal year amounted to 163,155 million yen, a decrease of
0.3% compared to the previous year. Consolidated net income for this
fiscal year amounted to 2,902 million yen, an increase of 0.1% over
the previous year.
(7) DIRECTORS AND AUDITORS
President and Representative Director Yoshikata Tsukamoto
Vice President and Director
Supervisor for Business Support Staff; Hiroshi Sakagami
Supervisor for Advertisement Department;
Supervisor for Costume Research Laboratory;
Supervisor for Interior Design Operation Department;
Supervisor for Bridal Sales Department;
Supervisor for Pesala Sales Department;
Supervisor for Good Age Sales Department;
Supervisor for Remamma Operation Department
Senior Managing Director
General Manager of Wacoal Brand Operation Kazuaki Ichihashi
Division
Managing Directors
Supervisor for Personnel, General Administration, Shoichi Suezawa *2
Accounting and Business Strategy Staff;
Chief of President's Office; Supervisor for
Spiral Sales Department
General Manager of Wing Brand Yuzo Ito
Operation Division
Directors
General Manager of Direct Store Control Office; Masayuki Yamamoto
General Manager of Direct Retail Operation
Division; Supervisor for Dubleve Sales Department
Supervisor for China Susumu Miyamoto *2
12
General Manager of Wellness Operation Tatsuya Kondo
Department
Supervisor for Corporate Communication Center; Michihiko Kato
Supervisor for Welfare Center
Full-time Statutory Auditors
-- Hirokazu Fujita
-- Seiji Sumi
Statutory Auditor
-- Riichiro Okano*(1)
Certified Public Accountant Noboru Unabara(*1)
----------
(Notes)
(*1) Mr. Riichiro Okano and Mr. Noboru Unabara, Statutory Auditors,
are outside statutory auditors as prescribed in Paragraph 1, Article 18 of
the Law concerning Special Measures under the Commercial Code with respect
to Audit, etc., of Joint Stock Corporations (Kabushiki Kaisha).
(*2) The following assignment has been given according to changes in
the organization of the Company, as of April 1, 2004:
Managing Director
Shoichi Suezawa Supervisor for Personnel, General Administration,
Accounting and Business Strategy Staff;
Supervisor for Spiral Sales Department
Directors
Susumu Miyamoto Chief of President's Office
*3 Director and Statutory Auditors who retired during this fiscal
year
Position at Retirement Name Date of Retirement
---------------------- --------------- -----------------
Director Toru Ochiai June 27, 2003
Director Junichiro Sato June 27, 2003
Director Kazuyasu Iida June 27, 2003
Director Hisami Kashitani June 27, 2003
13
BALANCE SHEET
MARCH 31, 2003
(Millions of yen)
ASSETS LIABILITIES
------ -----------
CURRENT ASSETS 91,602 CURRENT LIABILITIES 27,678
Cash and bank deposits 22,307 Notes payable 875
Trade notes 467 Accounts payable-trade 10,753
Accounts receivable - trade 13,975 Accrued liability 5,790
Marketable securities 24,705 Accrued expenses 464
Accrued corporate taxes,
Finished products 17,915 etc. 2,442
Raw materials 211
Work in process 1 Accrued bonuses 3,000
Materials held by
Subcontractors 1,871 Allowance for returns 1,500
Others 2,853
Short-term loans 6,336
Deferred income taxes 4,055 LONG-TERM LIABILITIES 8,081
Others 759 Deferred tax liabilities 5,529
Reserve for retirement
Allowance for bad debts (1,005) benefits 1,332
Reserve for officers
retirement benefits 464
FIXED ASSETS 106,468
Others 755
TANGIBLE FIXED ASSETS 41,346 -------
Buildings 20,860 TOTAL LIABILITIES 35,759
Structures 428
Machinery 16 SHAREHOLDERS' EQUITY
Vehicles 34 COMMON STOCK 13,260
Equipment and tools 2,579 ADDITIONAL PAID-IN CAPITAL 25,273
Land 17,427 Capital reserve 25,273
RETAINED EARNINGS 112,621
INTANGIBLE FIXED ASSETS 3,079 Retained earnings reserve 3,315
Goodwill 229 Additional paid-in capital 105,339
Leasehold right 585 Reserve for deferred gain on
Software 2,179 sales of fixed assets 2,339
Reserve for equalization of
Others 84 dividend 3,000
INVESTMENT AND OTHER ASSETS 62,042 General reserve 100,000
Investment securities 52,169 Undistributed profits 3,967
Equity investment in
Subsidiaries 6,067
Long-term loans 543
Lease deposits 1,768 OTHER SECURITIES VALUATION
Others 2,362 DIFFERENCE 11,205
Allowance for bad debts (869)
TREASURY STOCK (49)
-------
TOTAL SHAREHOLDERS' EQUITY 162,311
------- TOTAL LIABILITIES AND -------
TOTAL ASSETS 198,070 SHAREHOLDERS' EQUITY 198,070
------------
Amounts less than 1 million yen are omitted.
14
STATEMENT OF INCOME
YEAR ENDED MARCH 31, 2004
(Million yen)
(ORDINARY INCOME & EXPENSES)
Operating income and expenses
Operating income
Sales 128,496
Operating expenses
Cost of sales 65,941
Selling, general and administrative expenses 56,778 122,720
------ -------
Operating income 5,775
Non-operating income and expenses
Non-operating income
Interest income 254
Dividends received 769
Others 609 1,633
------
Non-operating expenses
Interest expenses 1
Others 255 256
------ -------
Ordinary income 7,152
(EXTRAORDINARY GAINS & LOSSES)
Extraordinary gains
Gains on sales of fixed assets 28
Gains on sales of investment securities 1,202
Gains on transfer of substitutional portion
of welfare pension fund 5,577 6,808
------ -------
Extraordinary loss
Loss on sales of fixed assets 445
Impairment loss 3,046
Additional charge for optional retirement 167
Provision for allowance for subsidiary doubtful
receivables 926
Valuation loss of subsidiary stock 466
Subsidiary support loss 603 5,655
------ -------
Pre-tax net income 8,305
Corporate tax, resident tax and enterprise tax 4,008
Previous fiscal year corporate tax, residence tax and
enterprise tax 760
Adjustment of corporate tax, etc. (498) 4,270
-------
Net income 4,035
Profit carryforwards from previous year 2,379
Retirement of treasury stock 2,448
-------
Undistributed profits 3,967
---------
Amounts less than 1 million yen are omitted.
15
NOTES
SIGNIFICANT ACCOUNTING POLICIES
1. VALUATION STANDARDS AND METHOD OF SECURITIES
Stock of subsidiaries and affiliates are stated at cost based on the
moving average method. Other securities with market value are stated using
the market value method, based on market or other price on closing day for
the end of the year, and securities without market value are stated at
cost based on the moving average method. Furthermore, variance in
valuation of other securities is based on method of directly including all
shareholders' equity, and cost of sales is calculated based on the moving
average method.
2. VALUATION STANDARD AND METHOD OF INVENTORIES
Lower cost accounting method based on first-in first-out method.
3. DEPRECIATION METHOD OF TANGIBLE FIXED ASSETS
Depreciation of tangible fixed assets is computed by the constant
percentage method; provided, however, that depreciation of buildings
(excluding facilities) acquired after April 1, 1998 is computed by the
fixed amount method.
Durable years for major items are as follows:
Buildings and structures 5 to 50 years
Machinery and vehicles 6 to 12 years
Equipment and tools 5 to 20 years
4. AMORTIZATION METHOD OF INTANGIBLE FIXED ASSETS
Amortization of intangible fixed assets is computed by the fixed amount
method. For the internal use of software in the Company, the fixed amount
method based on the available period (5 years) is used.
5. ACCOUNTING BASIS OF RESERVES
Allowance for bad debts
In order to prepare for bad debt loss of accounts receivable and loans
receivable, the estimated uncollectable amounts are recorded using the bad
debt ratio for general accounts and consideration of collections of
individual accounts for those accounts specified as being at risk of
becoming uncollectable accounts.
Accrued bonuses
In order to provide bonuses to employees, accrued bonuses are reserved
based on the anticipated amount to be paid.
Allowance for returns
In order to clarify the corresponding relationship of sales and returns,
consideration is given to prior returned goods and the estimated loss
accompanying future returned goods is recorded.
Reserve for retirement benefits
In order to prepare for retirement benefits for employees, based on
retirement pay liabilities and pension assets as of the end of the current
year, such amount is
16
reserved. The unrecognized prior service cost is amortized by the fixed
amount method and charged to income over the number of years which does
not exceed the average remaining years of employment at the time when the
prior service cost is incurred (12 years). Actuarial gains and losses are
recognized in expenses using the fixed line method over constant years (12
years) within the average of the estimated remaining service lives of
employees commencing with the following fiscal year.
Reserve for officers retirement benefit
In order to prepare for expenditure for officers retirement benefit, a
necessary year end supply amount based on internal regulations relating to
the supply of officers retirement benefit is reserved. Such provision is
required under Article 43 of the Enforcement Order of the Commercial Code
of Japan.
6. PROCESSING METHOD FOR LEASE TRANSACTIONS
Finance lease transactions, other than those in which the ownership of the
leased item is acknowledged to be transferred to the borrower, are
pursuant to accounting procedures based on the method according to an
ordinary lease transaction.
7. ACCOUNTING PROCEDURES FOR CONSUMPTION TAX, ETC.
Accounting procedures for consumption tax, etc. is as per the tax-excluded
method.
8. CHANGES TO THE ACCOUNTING POLICIES
Accounting Standards related to Impairment Loss on Fixed Assets ("Report
on the Setting of Accounting Standards related to Impairment Loss on Fixed
Assets" (Business Accounting Council, August 9, 2002) and "Application
Guidelines for Accounting Standards related to Impairment Loss on Fixed
Assets" (Guideline No. 6 of Application Guidelines for Business Accounting
Standards, October 31, 2003) are allowed to apply to financial statements
for the fiscal year ended March 31, 2004, and therefore the same
accounting standards and same guidelines are applied from this fiscal
year. As a result, the amount of effect on the pre-tax net profit is 3,046
million yen.
NOTES TO THE BALANCE SHEET
1. Short-term receivables from subsidiaries 6,844 million yen
Long-term receivables from subsidiaries 40 million yen
Short-term payables to subsidiaries 11,492 million yen
2. Accumulated depreciation of tangible fixed assets 29,603 million yen
3. In addition to the fixed assets recorded on the balance sheet, certain
tools, furniture and fixtures (computers and related equipment, etc.) are
utilized under lease contracts.
4. Retirement benefit obligation and its breakdown:
Projected benefit obligation 33,597 million yen
Plan assets (19,239) million yen
Plan assets in retirement benefit trust (6,031) million yen
Unrecognized actuarial differences (7,499) million yen
17
Unrecognized prior service cost 504 million yen
Provision for retirement benefits 1,332 million yen
5. Variance of the estimate of capital stocks, etc. in the amount of
(Y)11,205 million is deducted from net assets in the calculation of
distributable profit as prescribed in Item 3, Article 124 of the
Enforcement Order of the Commercial Code of Japan.
NOTES TO THE STATEMENT OF INCOME
1. Sales to subsidiaries 2,643 million yen
Purchase from subsidiaries 25,702 million yen
Raw materials sold to subsidiaries 10,709 million yen
Other operating transactions with subsidiaries 7,512 million yen
Non-operating transactions with subsidiaries 321 million yen
2. Impairment loss on fixed assets
Due to the fact that accounting standards related to impairment loss on
fixed assets can now be applied from this fiscal year, the book values of
some of lease properties and unused properties, whose land prices have
drastically dropped, have fallen to their recoverable values, and the
decreased amount of 3,046 million yen (3,023 million yen for land and 23
million yen for building, etc.) is recorded under extraordinary loss as
impairment loss.
The recoverable value is measured according to the net sales value, and
the land and buildings are valuated based on a valuation carried out by a
real estate surveyor, or based on application for purchase etc. submitted
by a third party.
3. Subsidiary support loss
Expense for liquidation of Point Up Inc., a subsidiary engaged in sales of
garment, is recorded. The loss includes valuation loss of subsidiary stock
of 50 million yen and provision for allowance for subsidiary doubtful
receivables of 214 million yen.
4. Previous fiscal year corporate tax, residence tax
and enterprise tax Tax is added due to having received revisions from the
Osaka regional taxation bureau based on their pointing out that income was
transferred, in connection with the prices of transactions with overseas
subsidiaries for this fiscal year.
5. Net income per share 27.34 yen
18
PROPOSED APPROPRIATION OF RETAINED EARNINGS
Undistributed profits 3,967,007,817 yen
Reversal of reserve for deferred gain on sales of fixed assets 67,864,942 yen
Total 4,034,872,759 yen
To be appropriated as follows:
Cash dividends (15.00 yen per share) 2,159,457,375 yen
Officers' bonuses 37,800,000 yen
Directors 35,000,000 yen
Statutory Auditors 2,800,000 yen
Undistributed profits carried forward 1,837,615,384 yen
19
CERTIFIED COPY OF THE INDEPENDENT ACCOUNTANTS' REPORT
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
May 6, 2004
Board of Directors
Wacoal Corp.
Tohmatsu & Co.
Certified Public Accountants
Representative Partner and Engagement Partner
Koji Yabuki (Seal)
Representative Partner and Engagement Partner
Takamitsu Nishiura (Seal)
Engagement Partner
Hiroyuki Asaga (Seal)
Pursuant to Article 2, Paragraph 1 of the "Law concerning Special Measures
under the Commercial Code with respect to Audit, etc., of Joint Stock
Corporations (Kabushiki Kaisha)" of Japan, we have examined the balance sheet,
the statement of income, the business report (with respect to accounting matters
only), the proposed appropriation of retained earnings and the supplementary
statement (with respect to accounting matters only) of Wacoal Corp. for the 56th
fiscal year from April 1, 2003 to March 31, 2004. The accounting parts of the
business report and supplementary statement audited by us are those derived from
the accounting books and records. Responsibility for preparation of the
financial statements and supplementary statement is borne by the Company's
management, and our responsibility is limited to our opinions on such financial
statements and supplementary statement from an independent standpoint.
In the course of such audit, our examination was made in accordance with
auditing standards generally accepted in Japan and all relevant auditing
procedures were carried out as are normally required. Accounting standards
require that we obtain reasonable assurance of the nonexistence of material
false representations in the financial statements and supplementary statement.
Our audit was carried out based on a testing audit, and we also examined the
representations in the financial statements and supplementary statement as a
whole, including the evaluation of accounting policies adopted by management,
the method of application thereof, and estimates produced by management. As a
result of our audit, we conclude that we have obtained a reasonable basis to
express our opinion. In addition, these auditing procedures include the audit of
subsidiaries as we deemed necessary.
As a result of our audit, we are of the opinion that:
(1) The balance sheet and the statement of income of the Company present
fairly the financial position and the results of operations of the Company
in conformity with
20
the applicable laws and regulations of Japan and the Company's Articles of
Incorporation.
As stated in the "Significant Accounting Policies - 8. Changes to the
accounting policies", the Company has adopted the accounting standards
related to impairment loss on fixed assets. Such change is in accordance
with the adoption of new accounting standards, and therefore appropriate.
(2) The business report of the Company (limited to the portion relating to
accounting) presents fairly the conditions of the Company in conformity
with the applicable laws and regulations of Japan and the Company's
Articles of Incorporation.
(3) The proposed appropriation of retained earnings is presented in compliance
with the applicable laws and regulations of Japan and the Company's
Articles of Incorporation.
(4) The supplementary statement (limited to the portion relating to
accounting) do not contain any items that should be pointed out by the
provisions of the Commercial Code.
Neither we nor any of our partners who have been engaged in the audit have
any interest in the Company required to be disclosed under the Certified Public
Accountants Law of Japan.
21
CERTIFIED COPY OF REPORT OF THE BOARD OF STATUTORY AUDITORS
AUDIT REPORT
We, the Board of Statutory Auditors, have received reports on the methods
and results of audit from each of the Statutory Auditors in connection with the
execution of duties by the Directors during the 56th fiscal year from April 1,
2003 to March 31, 2004. Following discussion, we hereby report the results of
our audit as follows:
1. OUTLINE OF THE METHODS OF THE AUDIT BY STATUTORY AUDITORS
Each of the Statutory Auditors have made the following examinations in
accordance with the principles of audit and the assignment of the business
responsibilities, etc., provided by the Board of Statutory Auditors:-
(1) Each of the Statutory Auditors have attended meetings of the Board
of Directors and other important meetings, received reports on
business from the Directors, inspected important documents including
those evidencing business decisions made by the Directors,
investigated the conduct of the business and the assets and
properties of the Company at the head office and other principal
offices and, whenever necessary, requested reports on the business
from its subsidiaries.
(2) Each of the Statutory Auditors have also requested reports and
explanations from the Independent Accountants and examined the
financial statements and the supplementary statement.
(3) Each of the Statutory Auditors have made a detailed examination by
the aforesaid methods and, whenever necessary, through requesting
reports from the Directors and others into any competing business
engaged in by the Directors, transactions involving conflicts of
interest between the Company and the Directors, grants of benefits
given by the Company without consideration, transactions
extraordinary in nature made between the Company and its
subsidiaries or shareholders and acquisition or disposition of
treasury stock by the Company.
2. RESULTS OF THE AUDIT
(1) The methods and results of the audit by the independent accountants,
Tohmatsu & Co., Certified Public Accountants, are due and proper,
(2) The business report presents fairly the Company's affairs in conformity
with the applicable laws and regulations of Japan and the Company's
Articles of Incorporation,
(3) In light of the condition of the Company's assets and other circumstances,
we have nothing to point out with regard to the proposed appropriation of
retained earnings,
22
(4) The supplementary statement presents fairly the information required to be
set forth therein, and there is no matter which is required to be pointed
out by us with respect thereto, and
(5) With regard to the execution of duties by the Directors, including duties
with regard to subsidiaries, there has been no misconduct or material
matters that would constitute a violation of any laws or regulations of
Japan or the Company's Articles of Incorporation.
In addition, in connection with competing business engaged in by the
Directors, transactions involving conflicts of interest between the
Company and the Directors, grants of benefits given by the Company without
consideration, transactions extraordinary in nature made between the
Company and its subsidiaries or shareholders and acquisition or
disposition of treasury stock by the Company, no activities have been
performed by the Company's Directors which are contrary to their duties
and responsibilities as Directors.
May 7, 2004
Wacoal Corp.
Board of Statutory Auditors
Hirokazu Fujita (Seal)
Full-time Statutory Auditor
Seiji Sumi (Seal)
Full-time Statutory Auditor
Riichiro Okano (Seal)
Statutory Auditor
Noboru Unabara (Seal)
Statutory Auditor
(Note)
Mr. Riichiro Okano and Mr. Noboru Unabara, Statutory Auditors, are outside
statutory auditors as prescribed in Paragraph 1, Article 18 of the Law
concerning Special Measures under the Commercial Code with respect to Audit,
etc., of Joint Stock Corporations (Kabushiki Kaisha).
23
REFERENCE MATERIALS CONCERNING THE EXERCISE OF VOTE
1. THE TOTAL NUMBER OF VOTING RIGHTS OWNED BY ALL THE SHAREHOLDERS
143,127
2. AGENDA AND REFERENCE MATERIALS
AGENDA ITEM NO.1: APPROVAL OF THE PROPOSED APPROPRIATION OF RETAINED
EARNINGS FOR THE 56TH FISCAL YEAR
The content of the proposed agendum is as set forth on page 19. The amount
of the dividend payment to shareholders has been determined taking into
consideration business results, improvements to the management structure and the
level of accumulated internal reserve earmarked for the development of our
business over the medium- and long-term. Based on this, we propose to distribute
a dividend of 15.00 yen per share (an increase of 1.50 yen per share over the
previous year), which is also in recognition of 40 years of shareholder support
since the Company's listings on the Tokyo Stock Exchange and Osaka Securities
Exchange in 1964.
AGENDA ITEM NO.2: AMENDMENT OF A PART OF THE ARTICLES OF INCORPORATION
(1) Explanation of Amendment
1) As the Company purchased and cancelled 2.6 million shares of its common
stock using retained earnings on March 5, 2004, the total number of shares
authorized to be issued by the Company provided in Article 5 (Total Number
of Shares Authorized) of the Articles of Incorporation should be reduced
by such number of shares so cancelled.
2) The "Law to Amend Part of the Law for Special Exceptions to the
Commercial Code concerning Audit, etc., of Joint Stock Corporations
(Kabushiki Kaisha)" (Law No. 132 of 2003, enforced on September 25, 2003)
has permitted the Articles of Incorporation to authorize acquisition of
own stock by a resolution of the board of directors. Therefore, for the
flexible implementation of capital policy, it is proposed to add a
provision regarding acquisition of own stock to the new Article 6 of the
Articles of Incorporation, and to renumber subsequent articles.
(2) Content of Amendment
The proposed amendment is as follows:
(Parts to be amended are underlined.)
Current Provisions Proposed Amendments
------------------------------------ -----------------------------------------
Article 5. (Total Number of Shares Article 5. (Total Number of Shares
Authorized) Authorized)
The total number of shares The total number of shares
authorized to be issued by the authorized to be issued by the Company
Company shall be two hundred shall be two hundred hundred twenty-nine
thirty-two million five hundred million nine hundred
24
Current Provisions Proposed Amendments
------------------------------------ -----------------------------------------
thousand (232,500,000) shares. thousand (229,900,000) shares.
Provided, however, that in the Provided, however, that in the case
case of cancellation of shares, the of cancellation of shares, the total
total number of authorized to be number of shares authorized to be issued
issued shall be reduced by such shall be reduced by such number of shares
number of shares cancelled. cancelled.
(added) Article 6. (Acquisition of the
Company's own stock)
The Company may acquire shares of
its own stock by a resolution of the
board of directors pursuant to Item 2,
Paragraph 1 of Article 211-3 of the
Commercial Code.
Article 6 to Article 39 Article 7 to Article 40 (same as present)
(same as present)
AGENDA ITEM NO. 3: ELECTION OF FIVE DIRECTORS
As the term of office of six Directors, namely Messrs. Hiroshi Sakagami,
Shoichi Suezawa, Masayuki Yamamoto, Susumu Miyamoto, Tatsuya Kondo and Michihiko
Kato will expire at the conclusion of this Ordinary General Meeting of
Shareholders, it is proposed to elect five Directors.
The candidates for Directors are as follows:
Number of the
Brief Personal Record Company's
No. of (Representation of other companies, shares owned
Candidate Name (Date of Birth) if any) by Candidate
--------- -------------------- ----------------------------------- -------------
1 Hiroshi Sakagami March 1961 9,000
(September 13, 1942) Entered the Company
April 1995
General Manager of Tokyo Sales
Office, Wing Brand Operation
Division
June 1996
Director
April 1997
Deputy General Manager of Wing
Brand Operation Division and
General Manager of Tokyo Sales
Office, Wing Brand Operation
Division
June 1999
Managing Director
June 1999
General Manager of Wing Brand
Operation Division
25
Number of the
Brief Personal Record Company's
No. of (Representation of other companies, shares owned
Candidate Name (Date of Birth) if any) by Candidate
--------- -------------------- ----------------------------------- -------------
April 2002
Supervisor for Business Strategy
and Business Support Staff and
Chief of Business Strategy Office
June 2002
Senior Managing Director
June 2003
Vice President and Representative
Director (continuing to the present)
June 2003
Supervisor for Business Support
Staff and Advertisement
Department (continuing to the present)
2 Shoichi Suezawa March 1970
(June 13, 1947) Entered the Company 8,000
April 1994
Chief of Accounting Group and
Financial Group, Management
Control Division
June 1996
Director
June 1998
Chief of Management Planning
Office and General Manager of
Accounting and Financial
Department
April 2001
General Manager of Management
Control Department
April 2002
Supervisor for Personnel, General
Administration and Accounting
Staffs
June 2002
Managing Director (continuing to
the present)
April 2003
Supervisor for Personnel, General
Administration, Accounting and
Business Strategy Staffs, Chief of
President's Office
April 2004
Supervisor for Personnel, General
Administration, Accounting and
26
Number of the
Brief Personal Record Company's
No. of (Representation of other companies, shares owned
Candidate Name (Date of Birth) if any) by Candidate
--------- -------------------- ----------------------------------- -------------
Business Strategy Staffs
(continuing to the present)
(President and Director of Wacoal
Investment Co., Ltd.)
3 Masayuki Yamamoto March 1970
(June 25, 1947) Entered the Company 7,000
April 1995
General Manager of Fukuoka Sales
Office, Wacoal Brand Operation
Division
June 1996
Director
(continuing to the present)
April 1997
General Manager of Chain Store
Control Office, Wacoal Brand
Operation Division
September 2002
General Manager of Direct Store
Control Office, General Manager of
Direct Retail Operation Division,
(continuing to the present)
4 Susumu Miyamoto March 1971
(February 8, 1948) Entered the Company 10,000
April 1995
Chief of China Group, International
Operation Division
June 1996
Director
(continuing to the present)
April 1997
Deputy General Manager of
International Operation Division
and Supervisor for China
June 2003
Supervisor for China
April 2004
Chief of President's Office
(continuing to the present)
(President of Beijing Wacoal Co., Ltd.)
5 Tatsuya Kondo March 1966
(October 17, 1947) Entered the Company 5,000
27
Number of the
Brief Personal Record Company's
No. of (Representation of other companies, shares owned
Candidate Name (Date of Birth) if any) by Candidate
--------- -------------------- ----------------------------------- -------------
April 1995
General Manager of Personal Wear
Department, Wing Brand Operation
Division
September 1999
General Manager of Active Wear Department
April 2001
General Manager of Wellness
Department
(continuing to the present)
June 2002
Director
(continuing to the present)
AGENDA ITEM NO. 4: ELECTION OF TWO STATUTORY AUDITORS
As the term of office of two Statutory Auditors, Messrs. Hirokazu Fujita
and Seiji Sumi, will expire, it is proposed to elect two Statutory Auditors.
The candidates for Statutory Auditors are as follows:
Number of the
Brief Personal Record Company's
No. of (Representation of other companies, shares owned
Candidate Name (Date of Birth) if any) by Candidate
--------- -------------------- ----------------------------------- -------------
1 Michihiko Kato March 1972 7,000
(July 2, 1947) Entered the Company
June 1997
General Manager of General
Administration Department
June 1998
Director
(continuing to the present)
April 2001
Chief of Secretary's Office and
General Manager of General
Administration Department
28
Number of the
Brief Personal Record Company's
No. of (Representation of other companies, shares owned
Candidate Name (Date of Birth) if any) by Candidate
--------- -------------------- ----------------------------------- -------------
April 2002
Chief of President's Office and
General Manager of General
Administration Department
April 2003
Supervisor for Corporate
Communication Center
(continuing to the present)
2 Hajime Kotake March 1972 5,000
(January 26, 1949) Entered the Company
April 1996
Manager of Department Store
Accounting and General
Administration Group of Osaka
Sales Office
April 1998
Manager of Business
Administration Group of Wacoal
Brand Operation Division
September 2000
General Manager of Business
Administration Department of
Wacoal Brand Operation Division
April 2004
Associate to General Manager of
Wacoal Brand Operation Division
AGENDA ITEM NO.5: PAYMENT OF RETIREMENT BENEFITS TO RETIRING DIRECTOR AND
STATUTORY AUDITORS
It is proposed that appropriate retirement benefits be paid to Mr.
Michihiko Kato, Director, and Messrs. Hirokazu Fujita and Seiji Sumi, Statutory
Auditors, each of whom will retire at the conclusion of this Ordinary General
Meeting of Shareholders, for their services. Such benefits will be paid in
accordance with the Company's regulations and its customary practices. It is
proposed that the details of such payments, including the amount, time and
method of payment, be discussed and determined by the Board of Directors with
respect to the Director and by consultation of Statutory Auditors with respect
to the Statutory Auditors.
The brief personal records of the retiring Director and Statutory
IAuditors are as follows:
29
Name Brief Personal Record
-------------- --------------------------------------------
Michihiko Kato June 1998 Director of the Company
(continuing to the present)
Hirokazu Fujita June 1998 Full-time Statutory Auditor of the Company
(continuing to the present)
Seiji Sumi June 2001 Full-time Statutory Auditor of the Company
(continuing to the present)
30