FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
MITSUI TO UNDERWRITE NEW SHARE ISSUE OF SUBSIDIARY SANYU KOAMI
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 29, 2003
Commission File Number 09929
MITSUI & CO., LTD.
(Translation of registrant's name into English)
2-1, OHTEMACHI 1-CHOME CHIYODA-KU, TOKYO 100-0004 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 if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
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- _______
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.
Date: October 29, 2003
MITSUI & CO., LTD.
By: /s/ Tasuku Kondo
--------------------
Name: Tasuku Kondo
Title: Executive Director
Senior Executive Managing Officer
Chief Financial Officer
October 29, 2003
FOR IMMEDIATE RELEASE
MITSUI & CO., LTD.
2-1, Ohtemachi 1-chome
Chiyoda-ku, Tokyo, Japan
MITSUI TO UNDERWRITE NEW SHARE ISSUE OF SUBSIDIARY SANYU KOAMI
The Board of Directors of Mitsui & Co., Ltd. (Mitsui), at its meeting on October
29, 2003, decided to purchase the full amount of a third-party placement of new
shares to be issued by its subsidiary Sanyu Koami Co., Ltd., as part of Sanyu
Koami's capital policy.
DETAILS OF THE SHARE ISSUE
1. Schedule for the Issuance of the Shares:
November 12, 2003: Decision regarding the "third-party placement of
new shares" to be made at a Special Meeting of Shareholders of Sanyu
Koami.
November 27, 2003: Issuance of the shares
2. Amount of the Third-Party Placement:
Y20,040 million
3. Percentage Ownership by Mitsui Following the Share Issue (The figure
in parentheses is the percentage prior to the share issue.)
99.87% (97.37%)
4. Reasons for Underwriting the Shares
Mitsui purchased a third-party placement of shares issued by Sanyu
Koami amounting to Y6.5 billion in December 2001 and another such
issue in the amount of Y4.0 billion in September 2002 and has taken
steps to strengthen its corporate resilience of Sanyu Koami. To date,
Sanyu Koami has implemented major restructuring measures, and, as a result,
its operating income under a Japanese GAAP (*) on a non-consolidated basis
turned in the black for the year ended March 2003, and it has now restored
the balance between its revenues and expenses.
(*) operating income under a Japanese GAAP is gross trading profit minus
selling, general and administrative expense.
Based on this awareness of Sanyu Koami's current business position, Mitsui
has considered the company's increase in capital in the light of the
capital ratio and outstanding balance of borrowings appropriate for a
leading nationwide wholesaler and has decided to make an increase in the
company's capital as well as to continue to nurture and strengthen Sanyu
Koami's position as a core company within the operations of Mitsui's Foods
Unit.
Following the capital increase, Sanyu Koami is scheduled to use the
proceeds to repay borrowings from financial institutions and is not
scheduled to make any major purchases of assets for its business activities
in the near future. However, to differentiate itself from competitors and
provide more well-organized functions and services, the company is
considering future investments in distribution/logistics facilities in the
Tokyo metropolitan area and investments in facilities to enhance the
sophistication of its IT systems.
5. Future Development of Sanyu Koami and Its Positioning vis-a-vis Mitsui.
The improvement in Sanyu Koami's financial position will add momentum to
the company's efforts to implement cross-merchandising in its areas of
strength, which include processed food products, alcoholic beverages, and
pet foods; expand its transactions with the Ito-Yokado Group; and increase
its transactions in the industrial market segments, including delicatessen
items and restaurant supplies, while also expanding business with leading
supermarkets. Along with these activities, on April 1 this year, Sanyu
Koami formed organizational units to establish a position in the
temperature-controlled segment of the food products business. The company
is now implementing aggressive policies in this business area, where market
growth is expected in the years ahead. Through these various activities,
Sanyu Koami is working to strengthen its marketing capabilities to increase
its total trading transactions on a non-consolidated basis from Y473.4
billion for the year ended March 2003 to Y580 billion for the year ending
March 2006. In addition, the company will be working to strengthen its
management base with the goal of raising its profitability to a level
comparable with its major competitors by March 2006.
Mitsui has positioned Sanyu Koami as a core subsidiary in the food products
field, where customer orientation is becoming an increasingly important
factor, and is working to further strengthen its distribution/logistics,
IT, and marketing functions and capabilities. Moreover, many of the
companies that Mitsui's Foods Unit supplies with raw materials are
suppliers (product manufacturers) of the items that Sanyu Koami procures.
Therefore, by strengthening its position in the intermediate distribution
area, with Sanyu Koami as the core company, Mitsui's Foods Unit will aim to
further enhance its upstream position.
Inquiries should be addressed to:
Yoshikazu Hiraki
Corporate Communications Division
Mitsui & Co., Ltd.
Telephone: +81-3-3285-7533, Facsimile: +81-3-3285-9819
E-mail: Y.Hiraki@mitsui.com