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 November, 2005
Commission File Number: 000-11743
WACOAL HOLDINGS 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
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WACOAL HOLDINGS CORP.
Form 6-K
TABLE OF CONTENTS
Page
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Announcement Regarding Change of Holding of Our Largest Major Stockholder 3
Signature 5
Exhibit Index 6
Exhibit 1 Announcement Regarding Change of Holding of Our Largest Major Stockholder 7
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ANNOUNCEMENT REGARDING CHANGE OF HOLDING OF OUR LARGEST MAJOR STOCKHOLDER
On November 18, 2005, we announced a change of the holding of one of our
largest major stockholder. Attached as Exhibit 2 hereto is an English
translation of the release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENT
The attached announcement contains a forward-looking statement that is
based on our current expectations, assumptions, estimates and projections about
our company, our industry and other relevant factors. The forward-looking
statement is subject to various risks and uncertainties. The forward-looking
statement is contained in the section entitled "5. Forecast of future
operations".
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 statements contained in the attached
announcement. 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, fluctuations in currency exchange
rates, difficulties managing widespread operations, differing
protection of intellectual property, difficulties in collecting
accounts receivable and public health crises;
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
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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, 2005 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
announcement. 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 in our annual report to be a complete set of
all such factors.
We undertake no obligation to update any forward-looking statement
contained in the attached announcement, whether as a result of new information,
future events or otherwise.
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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.
WACOAL HOLDINGS CORP.
(Registrant)
By: /s/ Ikuo Otani
------------------------------------
Ikuo Otani
General Manager, Corporate Planning
Date: November 21, 2005
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EXHIBIT INDEX
Page
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Exhibit 1 Announcement Regarding Change of Holding of Our Largest Major
Stockholder 7
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EXHIBIT 1
ANNOUNCEMENT REGARDING CHANGE OF HOLDING OF OUR LARGEST MAJOR STOCKHOLDER
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(English Translation)
November 18, 2005
To whom it may concern:
WACOAL HOLDINGS CORP.
Yoshikata Tsukamoto
President and Representative Director
(Code Number: 3591)
(Tokyo Stock Exchange, First Section)
(Osaka Securities Exchange, First Section)
Ikuo Otani, General Manager, Corporate Planning
(Telephone: 075-682-1010)
Announcement Regarding Change of Holding of Our Largest Major Stockholder
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We hereby announce the following change in the holding of our largest major
stockholder as of November 15, 2005.
1. Background to the change:
We became aware of the change upon receiving a Report of Major
Stockholding on November 15, 2005 filed by the relevant major stockholder.
2. Name and other information concerning the relevant stockholder:
(1) Name: NWQ Investment Management Company
(2) Address: 2049 Century Park East, 16th Floor, Los Angeles,
California 90067, United States of America
3. The number of shares (number of voting rights) held by such stockholder and
the ratio to the number of voting rights of all stockholders:
Ratio to the number
of voting rights of all Ranking among
Number of shares stockholders our largest
(voting rights) held (*Note 2) stockholders
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Prior to the change 0 0% --
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15,523,021 (*Note 1)
After the change 10.84% (*Note 1) First
(15,523) (*Note 1)
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(Note 1) It was reported that the above-mentioned major stockholder
substantially holds 14,539 voting rights (the ratio to the number
of voting rights of all stockholders of which is 10.15%) out of
all the voting rights held by such stockholder after the change
(i.e., 15,523 voting rights) through ADRs (American Depositary
Receipts) issued by our company, and that the nominal holder of
such voting rights registered in our stockholders' register is
Hero and Company, a nominee of The Bank of New York, which is the
depositary bank for our company's ADRs.
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Please note that the number of shares (number of voting rights)
held by Hero and Company and the ratio to the number of voting
rights of all stockholders as of September 30, 2005 are as
follows:
Number of shares (Number of voting
rights) held: 15,157,880 (15,157)
Ratio to the number of voting rights
of all stockholders: 10.58%
(Note 2) The number of shares without voting rights, which are deducted
from the total number of issued and outstanding shares:
756,685 shares
The total number of issued and outstanding shares as of
September 30, 2005: 144,016,685 shares
4. Date of confirmation of the above-mentioned change: November 15, 2005
5. Forecast of future operations:
We expect no impact from the above-mentioned change on the forecast of
our business results or other matters.
- End -
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