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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 July, 2000
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 131st 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: 11th July, 2000 By: /s/ Masaru Fukase
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Masaru Fukase
Senior Executive Officer
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(TRANSLATION)
June 28, 2000
NOTIFICATION OF RESOLUTION OF THE
131ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
TO: THE SHAREHOLDERS
We hereby notify you as follows concerning the matters reported and
resolutions adopted at the 131st Ordinary General Meeting of shareholders which
was held today.
Item of Report: Balance Sheet as of March 31, 2000 and Business Report
and Statement of Income for the 131st business term
(April 1, 1999 through March 31, 2000)
Item of Business:
1st Item of Business: Matters concerning approval of the proposed
Appropriation of Profit for the 131st business term
(April 1, 1999 - March 31, 2000)
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 two directors
The following two directors were nominated and all were duly elected and
assumed office: Messrs. Satoru Anzaki and Toshitaka Hagiwara.
3rd Item of Business: Matters concerning the election of two statutory
auditors
Messrs. Hiroyuki Watanabe and Masahiro Yoshiike were duly elected and
assumed office.
Messrs. Hiroyuki Watanabe and Masahiro Yoshiike satisfy the conditions of
outside statutory 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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4th Item of Business: Matters concerning the acquisition of the Company's
own shares for transfer to the directors and employees
This item was approved and resolved as proposed for the Company to acquire
1.2 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 Shareholders' Meeting until the end of the next General Shareholders'
Meeting, 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.
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Manner of the Transfer of the Shares of the Company to the directors and
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employees (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 Shareholders' Meeting and future Board
of Directors Meetings.
(2) Type of Shares Subject to Transfer
The Company's own ordinary shares with par value
(3) Persons to be Granted the Rights, and the Number of Shares to be Granted
(a) A total of 440,000 shares to all directors remaining in office as of the
closing of the subject General Shareholders' Meeting (7 persons)
(b) A total of 760,000 shares to the executive officers in office pursuant to
the Company's Executive Officer System, and the counsels (riji), chief
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technician, chief technical supervisors, and those who are given the
treatment of counsels pursuant to the Company's benefit system as of the
closing of the subject General Shareholders' Meeting (39 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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<TABLE>
<S> <C>
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 new issuance
Purchase price = Purchase Price + ---------------------------------------------------------
after adjustment before adjustment Number of currently issued shares + Increased
number of shares due to stock split or issuance
of new shares
</TABLE>
(5) Period for Exercising the Rights
From July 1, 2001 to June 30, 2006. 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
(a) 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.
(b) The granted rights may not be transferred or pledged.
(c) 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: Satoru Anzaki
President and
Representative Director
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Payment of Cash Dividend for the 131st 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 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 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 131st Business Term" is enclosed for
your information. (This Business Report includes the list of directors and
auditors as of this date.)
