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FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

 

For the month of May 2004

 

Commission File Number: 1-07952

 

KYOCERA CORPORATION

 

6 Takeda Tobadono-cho, Fushimi-ku,

Kyoto 612-8501, Japan

 

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 Registration S-T Rule 101(b)(1):     

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration 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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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, thereto duly authorized.

 

 

Date: May 25, 2004

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Information furnished on this form:

 

EXHIBITS

 

Exhibit Number
1.		Notice of Separation of Medical Material Businesses through Corporate Splits

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(Translation)

 

May 21, 2004

 

To whom it may concern:
Name of Company listed:		Kyocera Corporation
Name of Representative:		Yasuo Nishiguchi
		President and Director
		(Code number: 6971, The First Section of the Tokyo Stock Exchange, The First Section of the Osaka Securities Exchange)
Name of Company Listed:		Kobe Steel, Ltd.
Name of Representative:		Yasuo Inubushi
		President and Director
		(Code Number: 5406, The First Section of the Tokyo Stock Exchange, The First section of the Osaka securities Exchange, The First Section of the Nagoya Stock Exchange)

 

Re:	Notice of Separation of Medical Material Businesses through Corporate Splits

 

In connection with the business consolidation between Kyocera Corporation (hereinafter referred to as “Kyocera”) and Kobe Steel, Ltd. (hereinafter referred to as “Kobe Steel”) in medical material businesses, which was announced on April 28, 2004, the meetings of their respective Boards of Directors held on May 21, 2004, resolved that the medical material businesses of both companies shall be separated from their other businesses through corporate splits and shall be amalgamated into Japan Medical Materials Corporation (hereinafter referred to as “Newco”), a successor company to be jointly established by Kyocera and Kobe Steel, effective as from September 1, 2004.

 

1.	Purpose of Corporate Splits

 

Currently, the domestic size of the market for artificial joints is approximately 73.5 billion yen, which are used for medical treatment of osteoarthritis and chronic articular rheumatism, which are often seen among older people. Overseas manufacturers have been participating in the Japanese market for the past 40 years, and with abundant clinical experience, they control a majority in aggregate of market (Source: Yano Research Institute, Ltd.; 2002). However, there has been substantial demand from domestic medical institutions to develop artificial joints, which match the body types and lifestyles of Japanese people, and Kyocera and Kobe Steel both have been providing such artificial joints, taking advantage of the merits of the features of the materials and processing technologies.

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As the Japanese demographic is aging, the corporate splits are made to capture expanding market demands and provide outstanding products thereto. For such purpose Newco will integrate the advantages of the two leading companies in the artificial joint business, namely, the knowledge and processing technologies of Kyocera in ceramic materials and Kobe Steel in titanium materials and will maximize synergies resulting from the consolidation of their development, manufacturing and marketing divisions, and Newco will become a medical material specialist, which is unique in the world. Newco will conduct business not only in Japan but all over Asia, and will aim to develop its business on a global scale, targeting markets all over the world.

 

2.	Terms and Conditions of Corporate Splits (Simple Method)

 

(1)	Time table of Corporate Splits

 

May 21, 2004:		Meetings of the Boards of Directors to approve the corporate splits
May 21, 2004:		Preparation of the Plan for the corporate splits
September 1, 2004 (scheduled):		Effective date of corporate splits
September 1, 2004 (scheduled):		Registration in the Commercial Register of the corporate splits

 

(2)	Method of Corporate Splits

 

(i)	Method of corporate splits

 

Corporate Splits by Kyocera and Kobe Steel to jointly establish Newco, in which Kyocera and Kobe Steel shall be the splitting companies and Newco shall be the successor company.

 

(ii)	The reason adopting method of corporate splits

 

As compared with the traditional procedures for the incorporation of Newco and transfer of businesses thereto, the corporate splits adopted enable the smooth incorporation of Newco and amalgamation into it of the split businesses.

 

(3)	Allocation of Shares

 

(i)	Ratio of allocation of shares

 

At the time of incorporation of Newco, the shareholding ratios of Kyocera and Kobe Steel in Newco shall be 77% and 23%, respectively. Newco shall newly issue 50,000 shares of Common Stock of Newco and allocate 38,500 shares and 11,500 shares to Kyocera and Kobe Steel, respectively.

 

(ii)	Basis of the calculation of ratio of allocation of shares

 

Kyocera and Kobe Steel calculated the ratio generally taking into consideration value of the split businesses of Kyocera and Kobe Steel calculated by discounted cash flow method, amount of assets belonging to the split businesses, profits derived from split businesses and other various factors. Making reference to the results of such calculations, Kyocera and Kobe Steel negotiated to reach an agreement as to the ratio of allocation of shares set forth above.

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(4)	Cash Distribution in Corporate Splits

 

There will be no cash distribution in the corporate splits.

 

(5)	Rights and Obligations to be succeeded by Newco

 

Newco will succeed to the assets and liabilities related to the amalgamated businesses necessary for the operation of Newco and rights and obligations relating thereto.

 

(6)	Expectation as to the Performance of the Debts

 

It is judged that the obligations to be undertaken by Newco, Kyocera and Kobe Steel as a result of the corporate splits shall be duly performed.

 

(7)	New Directors and Auditors newly assuming office in Newco

 

Director:		Yasuo Nishiguchi
Director:		Kenji Sano
Director:		Hideo Ashida
Director:		Tomohiro Tsuda
Director:		Hideaki Okimatsu
Director:		Masahiro Umemura
Director:		Hiroshi Sato
Corporate Auditor:		Hiroshi Hato
Corporate Auditor:		Yasuo Akashi
Corporate Auditor:		Hideki Ishida

 

3.	Outline of Parties to Splitting Companies (As of March 31, 2004)

 

(1) Company Name		Kyocera (Splitting Company)		Kobe Steel (Splitting Company)
(2) Businesses		Business relating to fine ceramics, electronic devices, equipment and others		Business relating to steel, aluminum & copper, city environment, engineering, machinery, real estate, & other businesses
(3) Date of Incorporation		April, 1959		June, 1911
(4) Location of Headquarters		Fushimi-ku, Kyoto		Chuo-ku, Kobe
(5) Representatives		Yasuo Nishiguchi President and Director		Yasuo Inubushi President and Director
(6) Capital Amount		115,703 million yen		218,163 million yen

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(7)		Number of Shares Issued and Outstanding		191,309,290 shares (out of which 3,825,037 shares are treasury stock)				2,976,070,294 shares (out of which 1,460,462 shares are treasury stock)
(8)		Shareholders’ Equity		1,029,738 million yen				342,738 million yen
(9)		Total Asset		1,241,012 million yen				1,411,731 million yen
(10)		Fiscal Year End		March 31				March 31
(11)		Number of Employees		13,604				8,586
(12)		Principal Suppliers and Customers		Suppliers   Matsushita Electric Industrial Co., Ltd.   Mitsui & Co., Ltd.   Sony Corp.				It is widely providing domestic and overseas customers steels, welding rod, rolled aluminum and copper, and various plants and machineries.
				Customers   Fujitsu Ltd.   Hitachi, Ltd.   NEC Corp.
(13)		Principal Shareholders and Their Shareholding Ratios		Japan Trustee Services Bank, Ltd. (Trust Account)		8.72%		Japan Trustee Services Bank, Ltd. (Trust Account)		6.82%
				The Master Trust Bank of Japan, Ltd. (Trust Account)		6.63%		The Master Trust Bank of Japan, Ltd. (Trust Account)		6.47%
				The Bank of Kyoto, Ltd.		3.86%		Nippon Life Insurance Company		4.74%
				Kazuo Inamori		3.64%		Mizuho Corporate Bank, Ltd.		2.36%
				Inamori Foundation		2.50%		Nippon Steel Corporation		1.80%
								Sumitomo Metal Industries, Ltd.		1.80%
								UFJ Bank Ltd.		1.76%
(14)		Principal Banks		The Bank of Kyoto, Ltd.   UFJ Bank Ltd.				Mizuho Corporate Bank, Ltd.   UFJ Bank Ltd.   Sumitomo Mitsui Banking Corp.
(15)		Relationship between the splitting companies		Capital relationship: N/A
				Personnel relationship: N/A
				Transactional relationship: No material ones

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(16) Performance of Recent 3 Fiscal Years

 

											(Millions of Yen)
		Kyocera (Splitting Company)									Kobe Steel (Splitting Company)
Fiscal Year		Ended March, 2002			Ended March, 2003			Ended March, 2004			Ended March, 2002			Ended March, 2003			Ended March, 2004
Net Sales		499,264			482,834			494,035			793,952			807,231			801,118
Recurring Profit (or Loss)		56,412			54,685			61,788			-4,010			20,263			25,251
Net Income		34,475			27,923			60,663			-20,991			-4,859			15,884
Net Income per Share		182.36	yen		149.45	yen		324.70	yen		-7.39	yen		-1.67	yen		5.34	yen
Dividend per Share		60.00	yen		60.00	yen		60.00	yen		—			—			1.50	yen
Shareholders Equity per Share		4,652.07	yen		4,676.97	yen		5,492.08	yen		108.93	yen		105.35	yen		115.22	yen

 

4.	Outline of the Split Businesses

 

(1)	The substances of the split businesses

 

Research and development, manufacture and sales of medical equipment and materials and components thereof, wholesale of health food and other businesses incidental thereto.

 

(2)	Result of the split businesses for the fiscal year ended March 31, 2004 (in million yen)

 

Kyocera

 

		Split business (a)		Result of Kyocera for the fiscal year ended March 31, 2004 (b)		Percentage (a/b)
Net sales		10,031		494,035		2.0	%
Kobe Steel
		Split business (a)		Result of Kobe steel for the fiscal year ended March 31, 2004 (b)		Percentage (a/b)
Net sales		2,832		801,118		0.35	%

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(3)	Items of Assets and Liabilities and Amounts thereof (as of March 31, 2004)

(in millions of yen)

 

Kyocera

 

Assets				Liabilities
Items		Book value		Items		Book value
Assets		7,237		Liabilities		672
Total		7,237		Total		672

 

Kobe Steel

 

Assets				Liabilities
Items		Book value		Items		Book value
Assets		2,845		Liabilities		279
Total		2,845		Total		279

 

(4) Outline of Newco

 

(1) Company Name		Japan Medical Materials Corporation
(2) Businesses		–  Manufacture, sale and research of medical equipment and materials and components thereof; –  Lease of medical equipment and components thereof; –  Wholesale and retail sale of health food; and –  Other businesses incidental to the above.
(3) Date of Incorporation		September 1, 2004 (scheduled)
(4) Location of Headquarters		Osaka-shi, Osaka
(5) Capital Amount		2,500 million yen
(6) Number of shares issued and outstanding		50,000 shares
(7) Fiscal Year End		March 31
(8) Principal Shareholders and Their Shareholding Ratios		Kyocera: 77% Kobe Steel: 23%
(9) Relationship between the splitting companies		Capital relationship: as set out in (8) above   Personnel relationship: Kyocera will forward five directors and two corporate auditors. Kobe steel will forward two directors and one corporate auditor.   Transactional relationship: Kyocera and Kobe steel are planning to supply materials for artificial joints, etc. to Newco

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5.	Status of the Splitting Companies after Corporate Splits

 

(1)	Company names, businesses, locations of headquarters, representatives, capital amounts and fiscal year end.

 

There will be no change in those matters in both of Kyocera and Kobe Steel.

 

(2)	Total assets

 

In each of Kyocera and Kobe Steel, amount of total assets will be reduced by the amount of the liabilities to be amalgamated into Newco therefrom.

 

(3)	Impact to the performance of businesses

 

Both of Kyocera and Kobe Steel do not expect any material impact to the performance and financial conditions thereof as a result of the corporate splits.