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
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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
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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 Corporate Split of Business Division 3
Signature 5
Exhibit Index 6
Exhibit 1 - Announcement Regarding Corporate Split of Business Division 7
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ANNOUNCEMENT REGARDING CORPORATE SPLIT OF BUSINESS DIVISION
On December 27, 2005, we announced that our board of directors resolved to
transfer the Dubleve sales division (responsible for the manufacture and sales
of semi-custom intimate apparel) of Wacoal Corp., our wholly-owned subsidiary,
to Wacoal Dubleve Corp., which is to be newly established through a corporate
split transaction on April 1, 2006. Attached as Exhibit 1 hereto is an English
translation of the release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The attached announcement regarding the corporate split of a business
division, 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. Purpose of
Corporate Split", and elsewhere in the attached announcement regarding the
corporate split of a business division 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
announcement regarding the corporate split of a business division and
accompanying information. Among the factors that you should bear in mind as you
consider any forward-looking statement are the following:
- The impact of weak consumer spending in Japan and our other markets on
our sales and profitability;
- The impact on our business of anticipated continued weakness of
department stores and other general retailers in Japan;
- Our ability to successfully develop, manufacture and market products
in Japan and our other markets that meet the changing tastes and needs
of consumers;
- 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;
- Our ability to successfully expand our network of our own specialty
retail stores and achieve profitable operations at these stores;
- Our ability to further develop our catalog and Internet sales
capabilities;
- The highly competitive nature of our business and the strength of our
competitors;
- Effects of seasonality on our business and performance;
- 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
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rates, difficulties managing widespread operations, differing
protection of intellectual property, difficulties in collecting
accounts receivable and public health crises;
- The impact of weakness in the Japanese equity markets on our holdings
of Japanese equity securities;
- 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
- 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 regarding the corporate split of a business division 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 announcement regarding the corporate split of a
business division and accompanying information, 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
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Ikuo Otani
General Manager, Corporate Planning
Date: December 27, 2005
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EXHIBIT INDEX
Page
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Exhibit 1 - Announcement Regarding Corporate Split of a Business Division 7
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