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FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

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Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of February 2007

COMMISSION FILE NUMBER: 1-7239

 

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KOMATSU LTD.

Translation of registrant’s name into English

3-6 Akasaka 2-chome, Minato-ku, Tokyo, Japan

Address of principal executive offices

 

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-            

 

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INFORMATION TO BE INCLUDED IN REPORT

 

1.	Two company announcements made on February 13, 2007.

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SIGNATURES

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.

 

 

		KOMATSU LTD.
		(Registrant)
Date: February 13, 2007		By:		/s/ Kenji Kinoshita
				Kenji Kinoshita
				Senior Executive Officer

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[TRANSLATION]

Press Release

February 13, 2007

 

ANNOUNCEMENT OF CHANGE OF TOP MANAGEMENT

Please be advised that Komatsu’s Board of Directors has resolved the change of its representative directors as follows:

 

1.	Reasons for Personnel Change

Komatsu has improved profitability significantly by reinforcing its product competitiveness and capitalizing on expanded demand worldwide, in addition to a substantial reduction of fixed costs as a result of the first stage of the Reform of Business Structure project which the Company had promoted on a group-wide basis since fiscal 2001. At the same time, it has become possible for the Komatsu Group to concentrate its management resources on the “industrial-use machinery” area, on the broad sense of the term, through selective focus of operations. Having launched the second stage of the Reform project recently, Komatsu is going to further expand business results under a new management team.

 

2.	The newly appointed are as follows.

 

Name		New Post		Present Post
Toshitaka Hagiwara		Councilor and Senior Adviser		Chairman of the Board
Masahiro Sakane		Chairman of the Board		President and Chief Executive Officer
Kunio Noji		President and Chief Executive Officer		Director and Senior Executive Officer

 

3.	Curriculum Vitae

 

Title:		Chairman of the Board
Name:		Masahiro Sakane
Date of Birth:		January 7th, 1941
Education:		Graduated from Faculty of Engineering, Osaka City University in 1963
Place of Birth		Shimane Prefecture, Japan
Business Career:		June 2007		Chairman of the Board (Planned)
		June 2003		President and CEO
		June 2001		President
		June 1999		Executive Vice President
		June 1997		Executive Managing Director and General Manager of Corporate Planning Division
		June 1994		Managing Director
		November 1990		COO of Komatsu Dresser Company (Currently, Komatsu America Corp.)
		June 1989		Director
		April 1963		Joined Komatsu Ltd.

 

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Title:		President and CEO
Name:		Kunio Noji
Date of Birth:		November 17th, 1946
Education:		Graduated from School of Engineering Science, Osaka University in 1969
Place of Birth		Fukui Prefecture, Japan
Business Career:		June 2007		President and CEO (Planned)
		January 2007		Director and Senior Executive Officer, President of Production Division and General Manager of KOMATSU Way Dept., Supervising Construction & Mining Equipment Business and e-Komatsu Technical Center
		July 2006		Director and Senior Executive Officer, General Manager of KOMATSU Way Dept., Supervising Construction & Mining Equipment Business and e-Komatsu Technical Center
		April 2006		Director and Senior Executive Officer, Supervising Construction & Mining Equipment Business, e-Komatsu Technical Center and KOMATSU Way
		April 2005		Director and Senior Executive Officer, Supervising Construction & Mining Equipment Business and e-Komatsu Technical Center
		April 2003		Director and Senior Executive Officer, President of Construction & Mining Equipment Marketing Division
		June 2001		Managing Director, and President of Production Division and e-Komatsu Technical Center
		June 2000		Senior Executive Officer, President of Production Division and Vice President of e-Komatsu Technical Center
		April 2000		Executive Officer, President of Production Division and Vice President of e-Komatsu Technical Center
		June 1999		Executive Officer
		June 1997		Director
		March 1997		General Manager of Information Systems Division
		July 1995		Plant Manager of Chattanooga Manufacturing Operation, Komatsu Dresser Company (Currently, Komatsu America Corp.)
		February 1993		General Manager of Production Control Department, Technical Division
		April 1969		Joined Komatsu Ltd.

 

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Other:		1) Motto		Carry out original intentions.
		2) Family		Wife and two daughters
		3) Interest		Golfing and mountain climbing

(Photo: Kunio Noji)

 

4.		Appointment Date		Day of the general shareholders’ meeting scheduled for late June, 2007

(end)

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(Translation)

Press Release

February 13, 2007

Komatsu Ltd.

(Company Code: 6301)

Corporate Communications Dept.

Tel: +81-(0)3-5561-2616

Revision of Business Framework through Subsidiary Reorganization

Komatsu Ltd. (President: Masahiro Sakane) (“Komatsu”) hereby announces that, today, the Board of Directors has resolved that Komatsu will succeed to the hydraulic component business of Komatsu Zenoah Co. (President: Susumu Isoda) (“Komatsu Zenoah”) through the company split outlined below (the “Company Split”). Furthermore, Komatsu hereby announces that, today, the Board of Directors of each of Komatsu Forklift Co., Ltd. (President: Takeo Shibuya) (“Komatsu Forklift”) and Komatsu Zenoah has resolved to merge, in the manner described below (the “Merger”). Both the Company Split and the Merger are scheduled to take place on April 1, 2007.

I. Succession of the Hydraulic Component Business of Komatsu Zenoah through Company Split

 

1.	Purpose of the Company Split

Komatsu Zenoah currently focuses on all of the following three business areas: the mini construction equipment business, the outdoor power equipment business and the hydraulic component manufacturing business. As previously announced, Komatsu Zenoah signed a definitive agreement to sell its outdoor power equipment business to Husqvarna Japan Ltd., a Japanese subsidiary of Husqvarna AB of Sweden. The hydraulic component business of Komatsu Zenoah plays a role in the development and manufacturing of key components by the Komatsu Group. Therefore, enhanced cooperation of the hydraulic component business of Komatsu Zenoah with the Engines & Hydraulics Business Division of Komatsu is considered to be necessary in order to (a) promote a concentrated and efficient use of the Komatsu Group’s business resources and (b) strengthen the competitiveness of the Komatsu Group. Accordingly, Komatsu and Komatsu Zenoah have decided to split-off the hydraulic component business from Komatsu Zenoah and integrate it into Komatsu. As announced in “II. Merger of Subsidiaries” below, Komatsu Zenoah, with its remaining mini construction equipment business, will be merged with Komatsu Forklift. After the Merger, the mini construction equipment business and the forklift business will be conducted as a new combined utility business (the “Utility Business”). This Merger should accelerate the expansion of the utility business.

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2.	Summary of Company Split

 

(1)

Schedule of Company Split

 

Board Resolutions at
Komatsu and Komatsu Zenoah on the Company Split Agreement:		February 13, 2007
Signing of the Company Split Agreement:		February 13, 2007
Effective date of
Company Split and resulting business transfer:		April 1, 2007 (scheduled)

(A resolution at a general meeting of shareholders of Komatsu will not be necessary as the requirements for a small-scaled company split provided in Article 796, Paragraph 3 of the Company Law are satisfied. A resolution at a general meeting of shareholders of Komatsu Zenoah will not be necessary as the requirements for a short-form company split provided in Article 784, Paragraph 1 of the Company Law are satisfied.)

 

(2)

Form of Company Split

Komatsu Zenoah will split off its hydraulic component business, and Komatsu will succeed to the same.

 

(3)

Allotment of Shares

No shares of Komatsu will be issued or allotted in connection with the Company Split, as Komatsu Zenoah is a wholly-owned subsidiary of Komatsu.

 

(4)

Amount of Capital to be Increased upon Company Split

The stated capital, capital reserve and statutory reserve for retained earnings of Komatsu will not be increased as a result of the Company Split.

 

(5)

Outline of Accounting Procedures

According to the Accounting Standards concerning Business Combinations, the Company Split is a transaction made under common control (kyotsushihaika no torihiki). Therefore, the assets and liabilities to be transferred will be recorded at the appropriate book value determined immediately before the transfer.

 

(6)

Rights and Obligations to be Assumed

 

(i)

Assets and liabilities, and rights and obligations incidental thereto

Komatsu will assume all of Komatsu Zenoah’s assets and liabilities which are related to the hydraulic component business and all rights and obligations incidental to those assets and liabilities, as well as certain rights and obligations under those agreements that are related to the hydraulic component business.

 

(ii)

Rights and obligations related to employment agreements

Komatsu will assume the rights and obligations related to Komatsu Zenoah’s employment agreements with the employees who primarily engage in the hydraulic component business.

 

(7)

Prospects of Payment of Debt Obligations

 

(i)

Komatsu (Successor Company)

In light of Komatsu’s assets, liabilities, net assets and overall financial status prior to and after the Company Split, Komatsu is highly confident that the Company Split will not have any adverse effect on Komatsu’s ability to pay all of its debts as they become due.

 

(ii)

Komatsu Zenoah (Split-off Company)

In light of Komatsu Zenoah’s assets, liabilities, net assets and overall financial status prior to and after the Company Split, Komatsu is highly confident that the Company Split will not have any adverse effect on Komatsu Zenoah’s ability to pay all of its debts as they become due.

 

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3.	Summary Information on Companies Relevant to the Company Split

 

Note: The financial figures and other data contained herein are current as of March 31, 2006. Those of Komatsu are expressed on a non-consolidated basis.

 

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(16)

Performance for the Three Most Recent Fiscal Years

(Unit: JPY million)

 

 

4.	Description of Business to be Split-off

 

(1)

Hydraulic Component Business

The business of developing, manufacturing and selling hydraulic components, such as hydraulic cylinders, swivel joints and gear pumps.

 

(2)

Operating Results of the Hydraulic Component Business for the Fiscal Year that Ended March 2006

 

 

(3)

Items and Values of Assets and Liabilities to be Assumed by Komatsu (as of December 31, 2006)

 

 

5.	Status of Komatsu after Company Split

 

(1)

Company Name, Line of Business, Location of Head Office, Representative, Capitalization and End of Fiscal Year

There will be no change in any of these matters as a result of the Company Split.

 

(2)

Total Assets

There will only be a negligible effect on the total assets of the Komatsu as a result of the Company Split.

 

(3)

Effects on Financial Results

The Company Split will only have a negligible effect on Komatsu’s financial results. There will be no effect on Komatsu’s consolidated financial results.

 

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II. Merger of Subsidiaries

 

1.	Purpose of Merger

The forklift trucks made by Komatsu Forklift and the mini construction equipment produced by Komatsu Zenoah are similar in size, weight and number of units produced. Komatsu has therefore been seeking to obtain greater synergies in the manufacturing and purchasing processes for these companies, such as by having Komatsu Zenoah’s mini wheel loaders manufactured at the Komatsu Forklift site. With the planned Merger, the forklift truck business and the mini construction equipment business will be integrated and redefined as a new combined Utility Business. The merged business resources will be utilized in a more efficient and comprehensive manner, with a view to achieving accelerated synergy effects, improved product competitiveness and enhanced profitability.

 

2.	Summary of Merger

 

(1)

Schedule of Merger

 

Board Resolutions at
Komatsu Forklift and Komatsu Zenoah on the Merger Agreement:		February 13, 2007
Signing of the Merger Agreement:		February 13, 2007
Shareholder Resolutions approving the Merger Agreement at
Komatsu Forklift and Komatsu Zenoah:		March 1, 2007 (scheduled)
Effective date of Merger:		April 1, 2007 (scheduled)

 

(2)

Form of Merger

Komatsu Forklift will merge with Komatsu Zenoah. Komatsu Forklift will be the surviving entity and Komatsu Zenoah will be dissolved as a result of the Merger. Because both Komatsu Forklift and Komatsu Zenoah are wholly owned subsidiaries of Komatsu, neither will issue any shares nor pay any pecuniary consideration in connection with the Merger.

 

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3.	Outline of Companies Relevant to Merger

 

Note: The financial figures and other data contained herein are current as of March 31, 2006.

 

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(16)

Performance for the Three Most Recent Fiscal Years

(Unit: JPY million)

 

 

4.	Status of Merging Company (Komatsu Forklift) after Merger

 

(End)

 

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