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 December, 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
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Announcement of Amendments to the Consolidated Financial Statements for Past Fiscal Years 3
Signature 4
Exhibit Index 5
Exhibit 1 Announcement of Amendments to the Consolidated Financial Statements for Past Fiscal 6
Years
2
ANNOUNCEMENT OF AMENDMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR
THE PAST FISCAL YEARS
We recently announced certain amendments to our consolidated financial
statements for past fiscal years. Attached as Exhibit 1 hereto is an English
translation of this announcement.
3
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
Corporate Officer
Director of Finance, Corporate Planning
Date: December 27, 2004
4
EXHIBIT INDEX
Page
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Exhibit 1 Announcement of Amendments to the Consolidated Financial Statements for
Past Fiscal Years 6
5
EXHIBIT 1
ANNOUNCEMENT OF AMENDMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR
PAST FISCAL YEARS
6
(English Translation)
December 22, 2004
To whom it may concern:
Company Name: WACOAL CORP.
Representative: Yoshikata Tsukamoto, President and Director
(Code Number: 3591)
(Tokyo Stock Exchange, First Section)
(Osaka Securities Exchange, First Section)
Contact: Ikuo Otani, Corporate Officer;
Director of Finance, Corporate Planning
(Telephone: 075-682-1010)
Announcement of Amendments to the Consolidated Financial Statements
for the Past Fiscal Years
Pursuant to the notice regarding "Voluntary Investigation of the
Descriptions in Annual Securities Reports, etc." dated November 17, 2004 issued
by the Kanto Local Finance Bureau, we reviewed our annual securities reports
previously filed, and found certain parts that should be amended. Today we filed
the "Amendment Reports to the Annual Securities Reports" and the "Amendment
Reports to the Semi-annual Securities Reports" with the Kanto Local Finance
Bureau.
Additionally, we hereby amend certain parts of our consolidated financial
statements for the past fiscal years as follows.
[Consolidated Financial Statements to be Amended]
1. Consolidated Financial Statements for the Fiscal Year Ended March
31, 2004
2. Consolidated Business Results for the Third Quarter of the Fiscal
Year Ending March 31, 2004
3. Interim Consolidated Financial Statements for the First Half of the
Fiscal Year Ending March 31, 2004
4. Consolidated Business Results for the First Quarter of the Fiscal
Year Ending March 31, 2004
5. Consolidated Financial Statements for the Fiscal Year Ended March
31, 2003
1
[Amended Parts]
Amended parts are under dot-lined.
1. Consolidated Financial Statements for the Fiscal Year Ended March 31, 2004
Page 24
V. Segment Information
(1) Segment Information by Type of Business
(Before Amendment)
Current year (April 1, 2003 to March 31, 2004)
(Unit: Million Yen)
Textile goods
and related Elimination or
products Others Total corporate Consolidated
------------- ------ ----- -------------- ------------
I. Sales
(1) Sales to outside customers 146,945 16,210 163,155 163,155
(2) Internal sales among segments - 3,697 3,697 (3,697) -
Total 146,945 19,907 166,852 (3,697) 163,155
Operating expenses 143,219 19,537 162,756 (2,617) 160,139
------- ------ ------- ------
Operating income (Loss) 3,726 370 4,096 (1,080) 3,016
------- ------ ------- ------
II. Assets, depreciation and
amortization and capital
expenditure
Assets 114,523 14,610 129,133 95,670 224,803
------- ------ ------- ------
Depreciation and amortization 2,772 212 2,984 97 3,081
Capital expenditure 2,356 65 2,421 0 2,421
(After Amendment)
Current year (April 1, 2003 to March 31, 2004)
(Unit: Million Yen)
Textile goods
and related Elimination or
products Others Total corporate Consolidated
------------- ------ ------- -------------- ------------
I. Sales
(1) Sales to outside customers 146,945 16,210 163,155 163,155
(2) Internal sales among segments - 3,697 3,697 (3,697) -
Total 146,945 19,907 166,852 (3,697) 163,155
Operating expenses 140,729 21,447 162,176 (2,037) 160,139
------- ------ ------- ------
Operating income (Loss) 6,216 (1,540) 4,676 (1,660) 3,016
------- ------ ------- ------
II. Assets, depreciation and
amortization and capital
expenditure
Assets 111,368 16,106 127,474 97,329 224,803
------- ------ ------- ------
Depreciation and amortization 2,772 212 2,984 97 3,081
Capital expenditure 2,356 65 2,421 0 2,421
2
(2) Segment Information by Location
(Before Amendment)
Current year (April 1, 2003 to March 31, 2004)
(Unit: Million Yen)
Elimination or
Japan Asia Europe/U.S. Total corporate Consolidated
----- ---- ----------- ----- -------------- ------------
I. Sales
(1) Sales to outside customers 144,896 4,957 13,302 163,155 - 163,155
(2) Internal sales among segments 912 3,895 1 4,808 (4,808) -
Total 145,808 8,852 13,303 167,963 (4,808) 163,155
Operating expenses 143,613 8,338 11,916 163,867 (3,728) 160,139
------- ------- ------
Operating income 2,195 514 1,387 4,096 (1,080) 3,016
------- ------- ------
II. Assets 118,395 18,572 7,094 144,061 80,742 224,803
------- ------- ------
(After Amendment)
Current year (April 1, 2003 to March 31, 2004)
(Unit: Million Yen)
Elimination or
Japan Asia Europe/U.S. Total corporate Consolidated
----- ---- ----------- ----- --------------- ------------
I. Sales
(1) Sales to outside customers 144,896 4,957 13,302 163,155 - 163,155
(2) Internal sales among segments 912 3,895 1 4,808 (4,808) -
Total 145,808 8,852 13,303 167,963 (4,808) 163,155
Operating expenses 143,033 8,338 11,916 163,287 (3,148) 160,139
------- ------- ------
Operating income 2,775 514 1,387 4,676 (1,660) 3,016
------- ------- ------
II. Assets 116,736 18,572 7,094 142,402 82,401 224,803
------- ------- ------
3
2. Consolidated Business Results for the Third Quarter of the Fiscal Year Ending
March 31, 2004
Page 6
I-3. Summary of Consolidated Statements of Cash Flow
(Before Amendment)
Nine Months Previous Year
From April 1, 2003 From April 1, 2002
Accounts To December 31, 2003 To March 31, 2003
---------------------------------------------------------------------------------------------
Additional Information
Cash paid for:
Interest 92 154
Income taxes 5,395 4,543
Investment activities without cash expenditure
Exchange of shares - 703
---
(After Amendment)
Nine Months Previous Year
From April 1, 2003 From April 1, 2002
Accounts To December 31, 2003 To March 31, 2003
---------------------------------------------------------------------------------------------
Additional Information
Cash paid for:
Interest 92 154
Income taxes 5,395 4,543
Investment activities without cash expenditure
Exchange of shares - 496
---
3. Interim Consolidated Financial Statements for the First Half of the Fiscal
Year Ending March 31, 2004
Page 12
IV - 4. Interim Consolidated Statements of Cash Flows - Unaudited
(Before Amendment)
Current Previous
Six-Month Period Six-Month Period Previous Fiscal Year
From April 1, 2003 From April 1, 2002 From April 1, 2002
Accounts to Sept. 30, 2003 to Sept. 30, 2002 to March 31, 2003
--------------------------------------------------------------------------------------------------------
Additional Information
Cash paid for:
Interest 71 82 154
Income taxes 3,023 2,098 4,543
Investment activities without cash
expenditure
Exchange of shares - - 703
---
(After Amendment)
Current Previous
Six-Month Period Six-Month Period Previous Fiscal Year
Accounts From April 1, 2003 From April 1, 2002 From April 1, 2002
to Sept. 30, 2003 to Sept. 30, 2002 to March 31, 2003
--------------------------------------------------------------------------------------------------------
Additional Information
Cash paid for:
Interest 71 82 154
Income taxes 3,023 2,098 4,543
Investment activities without cash
expenditure
Exchange of shares - - 496
---
4
4. Consolidated Business Results for the First Quarter of the Fiscal Year Ending
March 31, 2004
Page 6
I-3. Summary of Consolidated Statements of Cash Flow
(Before Amendment)
Current First Quarter Previous Year
From April 1, 2003 From April 1, 2002
Accounts To June 30, 2003 To March 31, 2003
-------------------------------------------------------------------------------------------
Additional Information
Cash paid for:
Interest 32 154
Income taxes 2,754 4,543
Investment activities without cash expenditure
Exchange of shares - 703
---
(After Amendment)
Current First Quarter Previous Year
From April 1, 2003 From April 1, 2002
Accounts To June 30, 2003 To March 31, 2003
-------------------------------------------------------------------------------------------
Additional Information
Cash paid for:
Interest 32 154
Income taxes 2,754 4,543
Investment activities without cash expenditure
Exchange of shares - 496
---
5. Consolidated Financial Statements for the Fiscal Year Ended March 31, 2003
Page 11
IV-4. Consolidated Cash Flow Statement
(Before Amendment)
Current Year Previous Year
From April 1, 2002 From April 1, 2001 Amount
Accounts To March 31, 2003 To March 31, 2002 Increased/Decreased
------------------------------------------------------------------------------------------------------
Additional Information
Cash paid for
Interest 154 231 (77)
Income taxes 4,543 5,402 (859)
Investment activities without
cash expenditure
Exchange of shares 703 1,927 (1,224)
--- ------
(After Amendment)
Current Year Previous Year
From April 1, 2002 From April 1, 2001 Amount
Accounts To March 31, 2003 To March 31, 2002 Increased/Decreased
------------------------------------------------------------------------------------------------------
Additional Information
Cash paid for
Interest 154 231 (77)
Income taxes 4,543 5,402 (859)
Investment activities without
cash expenditure
Exchange of shares 496 1,927 (1,431)
----- ------
5
[Description of the Amendments to Annual Securities Reports, etc.]
Following parts were amended. For details, please refer to the Amendment
Reports available through EDINET (Electronic Disclosure for Investors' Network).
1. Annual Securities Report
(1) 56th term (From April 1, 2003 to March 31, 2004)
- Information concerning affiliated companies (Amount of capital
of one subsidiary was amended.)
- Outline of business results, etc. (Paragraph for segment
results by location was amended.)
- Information concerning shares, etc. (Notes on information
relating to major shareholders was amended.)
- Consolidated financial statements etc. (Breakdown of amount by
countries in the segment information by location was amended.)
(2) 55th term (From April 1, 2002 to March 31, 2003)
- Information concerning affiliated companies (Ratio of indirect
holding of voting rights for one subsidiary was amended.)
- Information concerning affiliated companies (Amount of capital
of one subsidiary was amended.)
- Consolidated financial statements etc. (Amount of share
exchange in the consolidated cash flow statement was amended.)
- Financial statements etc. (Amount of non-operating expenses in
the income statement was amended.)
(3) 54th term (From April 1, 2001 to March 31, 2002)
- Information concerning affiliated companies (Ratio of indirect
holding of voting rights for one subsidiary was amended.)
- Information concerning affiliated companies (Amount of capital
of one subsidiary was amended.)
- Consolidated financial statements etc. (Unit amount of the
consolidated cash flow statement was amended.)
(4) 53rd term (From April 1, 2000 to March 31, 2001)
- Information concerning affiliated companies (Ratio of indirect
holding of voting rights for one subsidiary was amended.)
- Consolidated financial statements etc. (Amount of cash
distribution in the consolidated income statement was
amended.)
(5) 52nd term (From April 1, 1999 to March 31, 2000)
- Information concerning affiliated companies (Ratio of indirect
holding of voting rights for one subsidiary was amended.)
- Consolidated financial statements etc.(Amount of cash
distribution in the consolidated income statement was
amended.)
2. Semi-annual Securities Report
(1) During 56th term (From April 1, 2003 to September 30, 2003)
- Interim consolidated financial statements etc. (Amount of
share exchange in the consolidated cash flow statement was
amended.)
(2) During 54th term (From April 1, 2001 to September 30, 2001)
- Interim consolidated financial statements etc. (Amount of cash
distribution in the consolidated income statement was
amended.)
6