SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2002.
ORIX Corporation
(Translation of Registrant's Name Into English)
3-22-8 Shiba, 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 of Form 20-F or Form 40-F.)
Form 20-F [X] Form 40-F [ ]
(Indicate by check mark whether the registrant by furnishing the
information contained in this form 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]
Table of Documents Filed
Page
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1. English translation of Japanese documents regarding the
granting of stock options in the form of stock
acquisition rights filed with the Tokyo Stock Exchange
on October 25, 2002...................................... 1
2. News release on ORIX's first half earnings released
October 25, 2002......................................... 6
ITEM 1
[ORIX LOGO] October 25, 2002
ORIX Corporation
TSE: 8591; NYSE: IX
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Corporate Communications
Tel: +81-3-5419-5102
Fax: +81-3-5419-5901
E-mail: orixir@orix.co.jp
Translation of Japanese Documents Filed with the Tokyo Stock Exchange
Re: Notice Regarding the Granting of Stock Options in the Form of Stock
Acquisition Rights
At the meeting of the Board of Directors of ORIX Corporation (the "Company")
held on October 25, 2002, the Board of Directors of ORIX Corporation approved
the details as follows, regarding the granting of stock options in the form of
stock acquisition rights pursuant to Articles 280-20 and 280-21 of the
Commercial Code of Japan (the "Commercial Code"). The relevant agenda was
approved at the 39th Ordinary General Meeting of Shareholders of the Company
held on June 26, 2002.
1. Issue Date of Stock Acquisition Rights
November 5, 2002.
2. Type and Number of Shares to Be Issued upon Exercise of Stock Acquisition
Rights
453,300 shares of common stock of the Company.
Further, in the event that there is a stock split or a stock consolidation
after the issue date of the stock acquisition rights, the number of shares to
be issued upon exercise of the stock acquisition rights will be adjusted
according to the following formula. However, such adjustment shall only apply
to the number of shares pertaining to the stock acquisition rights which have
not been exercised at the time of such adjustment,
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and any fractions of one (1) share resulting from such adjustment shall be
disregarded.
Adjusted number Number of shares Stock split or
= X
of shares before adjustment consolidation ratio
In addition, in the event that there is a consolidation, amalgamation or merger
(shinsetsu-gappei or kyushu-gappei), business split (shinsetsu-bunkatsu or
kyushu-bunkatsu) or the establishment of a holding company via a
share-for-share exchange or a share transfer (kabushiki-kokan or
kabushiki-iten), which involves the Company, the number of shares to be issued
upon exercise of the stock acquisition rights will reasonably be adjusted.
3. Total Number of Stock Acquisition Rights to Be Issued
4,533 (100 shares will be issued upon exercise of one (1) stock acquisition
right, subject to adjustments as per 2. above.).
4. Issue Price of Stock Acquisition Rights
The stock acquisition rights will be granted without any compensation.
5. Amount to Be Paid upon Exercise of Stock Acquisition Right (the "Exercise
Price")
To be determined on November 5, 2002.
The Exercise Price per share shall be equal to the average of the closing price
of the share of common stock of the Company traded on the Tokyo Stock Exchange
on each 30 trading days (excluding the days on which no shares are traded)
commencing from 45th day preceding the issue date of the stock acquisition
rights, and fractions less than one (1) yen shall be rounded up to one (1) yen.
Provided, however, that if the price so calculated is less than the closing
price of the issue date of the stock acquisition rights (if there is no closing
price on that day, the closing price of the day immediately preceding the issue
date of the stock acquisition rights) the Exercise Price per share shall be the
closing price of such date.
In the event that there is a stock split or a stock consolidation after the
issue date of the stock acquisition rights, the Exercise Price per share will
be adjusted according to
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the following formula, and fractions less than one (1) yen resulting from such
adjustment shall be rounded up to one (1) yen.
Adjusted Exercise 1
Exercise = Price before X ----------------------------------
Price adjustment Stock split or consolidation ratio
In the event that the Company, after the issue date of the stock acquisition
rights, issues new shares at the price less than the then current market price
(excluding the cases of conversion of convertible bonds (pursuant to the
Commercial Code before its amendment under the Law No. 128 of 2001), exercise
of preemptive rights (pursuant to the Commercial Code before its amendment),
exercise of preemptive rights (pursuant to Article 280-19 of the Commercial
Code before its amendment) and exercise of the stock acquisition rights), the
Exercise Price per share will be adjusted according to the following formula,
and fractions less than one (1) yen resulting from such adjustment shall be
rounded up to one (1) yen.
Number of newly Amount paid
issued shares for one share
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Number of shares Share price before the issuance
Adjusted Exercise already issued of new shares
Exercise = Price before X -------------------------------------------------
Price adjustment Number of shares Increased number of shares due
already issued + to the issuance of new shares
In the above formula, "Number of shares already issued" refers to total number
of issued shares excluding the number of shares held by the Company.
In addition, in the event that the Company becomes the party of a
consolidation, amalgamation or merger (shinsetsu-gappei or kyushu-gappei),
business split (shinsetsu-bunkatsu or kyushu-bunkatsu) or the establishment of
a holding company via a share-for-share exchange or a share transfer
(kabushiki-kokan or kabushiki-iten), which involves the Company, the number of
shares to be issued upon exercise of the stock acquisition rights will
reasonably be adjusted.
6. Exercise Period of Stock Acquisition Rights
From June 27, 2004 to June 26, 2012.
7. Conditions for Exercising Stock Acquisition Rights
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(1) When a holder of the stock acquisition rights loses his or her position as
a director, a corporate auditor or an employee of the Company, its
subsidiaries or its affiliates, such holder may exercise his or her stock
acquisition rights within one (1) year after his or her loss of such
position (such exercise shall be made no later than June 26, 2012.).
Further, in the event that such holder once loses his or her said position
and again becomes a director, a corporate auditor or an employee of the
Company, its subsidiaries or its affiliates, counting of one-year period
shall not be affected.
(2) Other conditions for exercise of the stock acquisition rights shall be
stipulated in the agreement between the Company and a holder of the stock
acquisition rights pursuant to the resolutions of the Ordinary General
Meeting of Shareholders of the Company held on June 26, 2002 and the
meeting of the Board of Directors of the Company held on October 25, 2002.
8. Issue Price of New Shares Not to Be Accounted for as Capital When Shares
Are Newly Issued upon Exercise of Stock Acquisition Rights
To be determined on November 5, 2002.
The issue price per share which is not accounted for as the capital will be the
amount equal to the issue price per share minus the amount to be accounted for
as the capital. The amount to be accounted for as the capital will be the issue
price per share multiplied by 0.5 (fractions less than one (1) yen resulting
from such calculation shall be rounded up to one (1) yen.).
9. Reasons and Conditions for Cancellation of Stock Acquisition Rights
(1) If a holder of the stock acquisition rights is unable to meet the
conditions stipulated in 7. above, the stock acquisition rights may be
cancelled without any compensation.
(2) If, as a result of a merger, the Company is dissolved, or becomes the
company subject to a business split or the wholly-owned subsidiary of some
other company as a result of a share-for-share exchange or a share
transfer (kabushiki-kokan or kabushiki-iten), and the stock acquisition
rights are not succeeded by the existing company, the newly established
company, the successor company or the parent company, the stock
acquisition rights may be cancelled without any compensation.
10. Transfer of Stock Acquisition Rights
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Approval of the Board of Directors of the Company shall be required upon
transfer of the stock acquisition rights.
11. Those Who Will Be Holders of Stock Acquisition Rights
The stock acquisition rights will be granted to a total of 873 persons which
consists of directors, corporate auditors and employees of the Company, its
subsidiaries and its affiliates.
(Reference)
(1) The date of the resolution of the meeting of the Board of Directors which
approved the proposal of agendas of the Ordinary General Meeting of
Shareholders: April 25, 2002.
(2) The date of the resolution of the Ordinary General Meeting of
Shareholders: June 26, 2002.
About ORIX
ORIX Corporation (TSE: 8591; NYSE: IX) is a leading financial services company
based in Tokyo, Japan providing innovative value-added products and services to
both corporate and retail customers. With over 6.0 trillion yen in assets and
operations in 23 countries worldwide, ORIX's diversified activities include:
leasing, corporate finance, real estate financing and development, insurance,
investment and retail banking, venture capital, and securities investment and
brokerage. For more details of ORIX Corporation, please visit our web site at:
www.orix.co.jp/index_e.htm.
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These documents may contain forward-looking statements about expected future
events and financial results that involve risks and uncertainties. Such
statements are based on our current expectations and are subject to
uncertainties and risks that could cause actual results to differ materially
from those described in the forward-looking statements. Factors that could
cause such a difference include, but are not limited to, those described under
"Risk Factors" in the Company's annual report on Form 20-F filed with the
Unites States Securities and Exchange Commission.
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ITEM 2
[ORIX LOGO] October 25, 2002
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Corporate Communications
Tel: +81-3-5419-5102
Fax: +81-3-5419-5901
E-mail: orixir@orix.co.jp
ORIX's First Half Earnings Grow 14% to 22.8 Billion Yen
TOKYO, Japan - October 25, 2002 -- ORIX Corporation (TSE: 8591; NYSE: IX), a
leading diversified financial services provider, today announced that net
income for the first six months (April 1 to September 30, 2002) of the fiscal
year ending March 31, 2003 was 22.8 billion yen (US$186 million*), up 14
percent year on year. Operations in Japan were particularly strong, with
contributions from non-recourse loans to corporate customers, housing loans and
loan servicing in the real estate-related finance business segment, as well as
strong performance in the automobile leasing and consumer card loan operations.
These results include 14.7 billion yen of write-downs of long-lived assets that
were recorded in the second quarter (July 1 to September 30, 2002). As a
result, net income in the second quarter fell 39 percent, from 9.6 billion yen
in the same quarter of the previous year to 5.9 billion yen. Details of these
write-downs are included below.
Commenting on the first half results, Mr. Yasuhiko Fujiki, ORIX's President and
Chief Operating Officer said, "While we were required to record write-downs of
long-lived assets, we are moving in the right direction. We saw further
improvements in our asset quality, higher overall profitability, steady
contributions from corporate finance, and strong performance in our real
estate-related finance and retail businesses."
ORIX reaffirmed its earnings forecast for the fiscal year ending March 31,
2003, projecting revenues of 680 billion yen (up 3% compared with the fiscal
year ended March 31, 2002), income before income taxes of 80 billion yen (up
10%), and net income of 46 billion yen (up 14%).
Further details of the earnings announcement can be found on ORIX's web site
under "Interim Results" and "Analysis of Interim Results" at:
http://www.orix.co.jp/ir_e/zaimu/ir_f.htm.
Conference Call
On Monday, October 28, 2002 at 10:30 PM Tokyo/8:30 AM New York/1:30 PM London,
Mr. Yasuhiko Fujiki, President & COO, will host a conference call to discuss
the results and strategic developments of the company.
-6-
If you would like to participate in the call and have not previously been
notified, please contact ORIX at orixir@orix.co.jp to register and obtain the
dial-in numbers.
Financial Highlights
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Six Month Period (April 1-September 30) Three Month Period
(July 1-Sept 30)
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02/4-9 02/4-9 JPY YoY 02/7-9 JPY YoY
US$ millions millions Change millions Change
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Total Revenues 2,730 334,728 Up 1% 173,771 Up 13%
Income before Income Taxes 310 37,996 Up 2% 11,674 Down 28%
Net Income 186 22,763 Up 14% 5,878 Down 39%
EPS (Basic) 2.22 272.12 Up 11% 70.27 Down 40%
EPS (Diluted) 2.09 256.34 Up 9% 66.32 Down 41%
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2002/9 2002/9 JPY Change on Change on -
US$ millions millions 2002/3 2002/6
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Shareholders' Equity 4,076 499,726 Down 1% 0% -
Total Assets 49,350 6,050,290 Down 5% Down 1% -
Book Value Per Share 48.72 5,973.44 Down 1% 0% -
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*U.S. Dollar amounts have been calculated at JPY122.60 to $1.00, the
approximate exchange rate prevailing at September 30, 2002. Unless otherwise
stated, all amounts shown are in millions of Japanese yen or millions of U.S.
dollars, except for per share data, which are in single dollars or yen.
Statement on Write-downs of Long-Lived Assets
Write-downs of long-lived assets are recorded as stipulated in Statement No.
144 of the Financial Accounting Standards Board--"Accounting for Impairment or
Disposal of Long-Lived Assets" under accounting principles generally accepted
in the United States. For long-lived assets to be held and used, in the event
that the plans for certain projects are reevaluated or the economic environment
changes and it is determined that the sum of the undiscounted cash flows
expected to be generated by the assets is less than the carrying amount of the
assets, impairment losses are recognized based on the fair value of the assets.
If alternative courses of action to recover the carrying amount of a long-lived
asset are under consideration, expected future cash flows for each course of
action are adjusted by a probability-weighted approach in order to compute the
total cash flows from the long-lived asset.
Long-Lived Assets Written Down in the Period April 1, 2002 to September 30, 2002
Kimisarazu Golf Links (Golf Course)
Carrying Value before Write-downs: 21,065 million yen
Estimated Fair Value: 6,400 million yen
Write-downs recognized: 14,665 million yen
-7-
Reasons for the Write-downs
The estimates used for evaluating cash flows were based on the plans for
Kimisarazu Golf Links to sell memberships starting in August 2003. The market
values of golf memberships of the closest golf courses to Kimisarazu of the
same quality were used as a basis for the estimates of cash flows from the sale
of memberships.
However, the market for golf memberships of the golf courses used as reference
for the estimates, which had been on an upward trend from the beginning of the
year 2002, began to decline during the second quarter. In addition, the market
for memberships at other nearby courses and the average for golf memberships
throughout Japan have been trending downwards. While the revenues per player
have fallen, the operations of Kimisarazu are doing well due to successful
efforts to attract more players. However, with the scheduled offering of new
memberships less than a year away and in consideration of the overall drop in
the current market value of golf memberships, it was decided that the
possibility of offering the memberships at the price previously planned was
low.
The Company, therefore, considered additional scenarios involving both a lower
offering price and a different method of offering the memberships. With the
inclusion of these new scenarios, the probability-weighted gross cash flows for
the first time were lower than the carrying value of the golf course.
Therefore, a write-down was needed.
Including Kimisarazu, ORIX owns six golf courses. After the write-down of
Kimisarazu, the total carrying value of all six courses was 30,229 million yen
as of September 30, 2002.
About ORIX
ORIX Corporation (TSE: 8591; NYSE: IX) is a leading financial services company
based in Tokyo, Japan providing innovative value-added products and services to
both corporate and retail customers. With over 6.0 trillion yen in assets and
operations in 23 countries worldwide, ORIX's diversified activities include:
leasing, corporate finance, real estate financing and development, insurance,
investment and retail banking, venture capital, and securities investment and
brokerage. For more details of ORIX Corporation, please visit our web site at:
www.orix.co.jp/index_e.htm.
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These documents may contain forward-looking statements about expected future
events and financial results that involve risks and uncertainties. Such
statements are based on our current expectations and are subject to
uncertainties and risks that could cause actual results to differ materially
from those described in the forward-looking statements. Factors that could
cause such a difference include, but are not limited to, those described under
"Risk Factors" in the Company's annual report on Form 20-F filed with the
Unites States Securities and Exchange Commission.
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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.
ORIX Corporation
Date: October 28, 2002 By /s/ Shunsuke Takeda
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Shunsuke Takeda
Director
Deputy President and CFO
ORIX Corporation