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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, 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 Liquidation of a Group Subsidiary 3
Announcement of Result of Solicitation for Special Voluntary Retirement 4
Announcement of Amendments to the Forecast of Financial Results for the Current Fiscal Year 5
Signature 7
Exhibit Index 8
Exhibit 1 - Announcement Regarding Liquidation of a Group Subsidiary 9
Exhibit 2 - Announcement of Result of Solicitation for Special Voluntary Retirement 12
Exhibit 3 - Announcement of Amendments to the Forecast of Financial Results for the Current Fiscal
Year 14
2
ANNOUNCEMENT REGARDING LIQUIDATION OF A GROUP SUBSIDIARY
On December 19, 2005, we announced our decision to dissolve and liquidate
one of our group subsidiaries, Fukushima Wacoal Sewing Corp. Attached as Exhibit
1 hereto is an English translation of the release.
3
ANNOUNCEMENT OF RESULT OF SOLICITATION FOR SPECIAL VOLUNTARY RETIREMENT
On December 19, 2005, we announced the results of our solicitation for
special voluntary retirement from the employees of Wacoal Corporation, one of
our group subsidiaries. Attached as Exhibit 2 hereto is an English translation
of the release.
4
ANNOUNCEMENT OF AMENDMENTS TO THE FORECAST
OF FINANCIAL RESULTS FOR THE CURRENT FISCAL YEAR
On December 19, 2005, we released amendments to our forecast of financial
results for the current fiscal year. Attached as Exhibit 3 hereto is an English
translation of the release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The attached forecast of financial results, and accompanying information,
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
sections entitled "1. Revised Forecast of Consolidated Financial Results for the
Fiscal Year Ending March 31, 2006 (April 1, 2005 - March 31, 2006)", "2.
Forecast of Non-Consolidated Financial Statements for the Fiscal Year Ending
March 31, 2006 (April 1, 2005 - March 31, 2006)", "Reasons for Revisions", and
elsewhere in the attached forecast of financial results and accompanying
information.
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
forecast of financial results and accompanying information. 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;
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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
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 forecast
of financial results and accompanying information. 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 statements
contained in the attached forecast of financial results and accompanying
information, whether as a result of new information, future events or otherwise.
6
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
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Ikuo Otani
General Manager, Corporate Planning
Date: December 19, 2005
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EXHIBIT INDEX
Page
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Exhibit 1 - Announcement Regarding Liquidation of a Group Subsidiary 9
Exhibit 2 - Announcement of Result of Solicitation for Special Voluntary Retirement 12
Exhibit 3 - Announcement of Amendments to the Forecast of Financial Results for the Current Fiscal
Year 14
8