FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June, 2001
COMMISSION FILE NUMBER: 1-7239
KOMATSU LTD.
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Translation of registrant's name into English
3-6 Akasaka 2-chome, Minato-ku, Tokyo, Japan
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Address of principal executive offices
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INFORMATION TO BE INCLUDED IN REPORT
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1. Information Distributed to Security Holders
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The registrant, KOMATSU LTD., distributed to its security holders the
following document, which is attached hereto and constitutes a part hereof:
Notification of Resolution of the 132nd Ordinary General Meeting of
Shareholders.
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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.
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(Registrant)
Date: June 28, 2001 By: /s/Kenji Kinoshita
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Kenji Kinoshita
Executive Officer
(TRANSLATION)
June 27, 2001
NOTIFICATION OF RESOLUTION OF THE
132ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
TO: THE SHAREHOLDERS
We hereby notify you as follows concerning the matters reported and
resolutions adopted at the 132nd Ordinary General Meeting of shareholders which
was held today.
Item of Report: Balance Sheet as of March 31, 2001 and Business
Report and Statement of Income for the 132nd
business term (April 1, 2000 through March 31, 2001)
and acquisition of treasury shares and their
cancellation
For this item, the contents of the above financial statements and the
status of acquisition of treasury shares and their cancellation were reported.
Item of Business:
1st Item of Business: Matters concerning approval of the proposed
Appropriation of Profit for the 132nd business term
(April 1, 2000- March 31, 2001)
This item was approved and resolved as proposed, and the cash dividend for
the current term was resolved to be payable at (YEN)3.00 per share.
2nd Item of Business: Matters concerning the election of six directors
Messrs. Tetsuya Katada, Masahiro Sakane, Koji Ogaki, Toshio Morikawa,
Kazuhiro Aoyagi, and Kunio Noji were duly elected and assumed office.
3rd Item of Business: Matters concerning the election of one statutory
auditor
Mr. Norimichi Kitagawa was duly elected and assumed office.
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4th Item of Business: Matters concerning the acquisition of the treasury
shares for transfer to the directors and employees
This item was approved and resolved as proposed for the Company to acquire
1.1 million ordinary shares of the Company with par value at a maximum total
acquisition price of (YEN)1 billion during the period from the closing of this
General Meeting of Shareholders until the end of the next Ordinary General
Meeting of Shareholders, for transfer to the Company's directors and employees
in the manner set forth at the end of this Notification in accordance with the
provisions set forth in Article 210-2 of the Commercial Code for the purpose of
providing an incentive to and lifting the morale of the directors and employees
towards the improvement of the business performance of the Company. If the total
number of the above shares cannot be acquired at the maximum acquisition price
stipulated above, the above total number of shares to be acquired and the number
of shares to be transferred will be decreased accordingly by a resolution of the
Board of Directors.
5th Item of Business: Matters concerning the payment of retirement
allowance to retiring director and statutory auditor
Retirement allowance for the retiring director, Mr. Norimichi Kitagawa, and
retiring statutory auditor, Mr. Toshiro Nakaya, will be paid in reasonable
amounts in accordance with the rules prescribed by the Company. Details
regarding the exact amount of payment, time and method of payment shall be
decided by the Board of Directors for the director and by consultation between
the statutory auditors for the statutory auditor, respectively.
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Manner of the Transfer of the Treasury Shares to the directors and employees
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(Concerning the 4th Item of Business)
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(1) Manner of the Transfer of the Shares
To be conducted as provided in Article 210-2, Paragraph 2, Item 3 of the
Commercial Code, "Agreement to grant rights to acquire the shares of the Company
from the Company at the price set forth in advance" (hereinafter referred to as
the "Agreement") . Such Agreement shall be concluded between the Company and the
persons granted with such rights designated below in accordance with the
resolutions to be passed at this General Meeting of Shareholders and future
Board of Directors Meetings.
(2) Type of Shares Subject to Transfer
The Company's ordinary shares with par value
(3) Persons to be Granted the Rights, and the Number of Shares to be Granted
1. A total of 410,000 shares to seven directors out of eight directors in
office as of the closing of this General Meeting of Shareholders
2. A total of 690,000 shares to the executive officers in office pursuant to
the Company's Executive Officer System, Global Financial Officer, and the
counsels (riji), chief technician, chief technical supervisors, and the
Global Officers who have the status of employees pursuant to the Company's
benefit system as of the closing of this General Meeting of Shareholders
(40 persons).
(4) Purchase Price
The purchase price of the subject shares shall be in the amount of the
average of the closing price of the Company's ordinary shares with par value
(ordinary trades) of each day (excluding days on which there are no trades of
the shares) of the month immediately preceding the month in which the date of
the grant falls, at the Tokyo Stock Exchange, multiplied by 1.05, with fractions
less than one yen being rounded up to a whole yen. However, the purchase price
shall not be less than the closing price of such shares on the date of the
grant.
If the shares are subject to a stock split or if the new shares are issued
at a price below the market value (excluding those issuable upon conversion of
convertible bonds or exercise of warrants), the purchase price shall be adjusted
in accordance with the formula below, with fractions less than one yen being
rounded up to a whole yen.
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Number of currently + Number of newly X Amount paid
issued shares issued shares per share
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Stock price before stock split or
Purchase price = Purchase Price X new issuance
after adjustment before adjustment ------------------------------------------------------------
Number of currently issued shares + Increased
number of shares due to stock split or issuance of
new shares
(5) Period for Exercising the Rights
From August 1, 2002 to July 31, 2007. Notwithstanding the foregoing, if any
of the persons who are granted the above rights dies before the end of the
exercising period, his or her heir may exercise the rights within 24 months of
the date of the death of the person.
(6) Conditions for Exercising the Rights
1. Any of the persons who have been granted the above rights may exercise his
or her rights pursuant to the Agreement even after the person is no longer
a director or an employee of the Company. If any of the persons granted the
rights dies, his or her heir may exercise the rights pursuant to the
Agreement.
2. The granted rights may not be transferred or pledged.
3. The other conditions to the exercise of rights shall be provided in the
Agreement.
Sincerely yours,
KOMATSU LTD.
3-6, Akasaka 2-chome
Minato-ku, Tokyo
By: Masahiro Sakane
President and
Representative Director
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(Reference 1)
Directors and Statutory Auditors
At the Board of Directors meeting held after the closing of this General
Meeting of Shareholders, Mr. Satoru Anzaki was elected as the Chairman of the
Board, Mr. Masahiro Sakane was elected as the President and Representative
Director, Mr. Kazuhiro Aoyagi was elected as Executive Managing Director, Mr.
Kunio Noji was elected as Managing Director, and Mr. Tetsuya Katada was elected
as Director and Counselor, and they respectively assumed office. Also, after the
closing of this General Meeting of Shareholders, Mr. Norimichi Kitagawa was
newly elected as Standing Statutory Auditor by mutual election of the statutory
auditors and he assumed office.
Accordingly, the new composition of the directors and statutory auditors as
of June 27, 2001 are as follows:
Chairman of the Board Satoru Anzaki Director and Counselor Tetsuya Katada
President and Masahiro Sakane Director Toshio Morikawa
Representative Director
Executive Vice President Toshitaka Hagiwara Standing Statutory Norimichi Kitagawa
and Representative Auditor
Director
Executive Managing Director Koji Ogaki Standing Statutory Hiroyuki Watanabe
Auditor
Executive Managing Director Kazuhiro Aoyagi Statutory Auditor Masahiro Yoshiike
Managing Director Kunio Noji Statutory Auditor Takaharu Doi
(Messrs. Hiroyuki Watanabe, Masahiro Yoshiike and Takaharu Doi, each of them
being a Statutory Auditor, satisfy the requirements for outside auditors
provided in Article 18, Paragraph 1 of the "Law for Special Exceptions to the
Commercial Code Concerning Audit, etc. of Kabushiki Kaisha.")
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(Reference 2)
Payment of Cash Dividend for the 132nd Business Term
Cash dividends resolved in the above 1st Item of Business shall be paid in
accordance with the following procedures:
1. Shareholders who have not designated a bank account or post office savings
account for the transfer of payment shall receive the payment at the local post
office by presenting the "Notice of Payment by Postal Transfer" enclosed herein.
2. Shareholders who have designated a bank account or post office savings
account for the transfer of payment are requested to confirm the "Dividend
Statement" and "Confirmation of the Bank Account to which Payment will be
Transferred" which are enclosed herein.
In addition, the "Business Report of 132nd Business Term" is enclosed for
your information.