UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Wacoal Holdings Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
930004205
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x: Rule 13d-1(b)
o : Rule 13d-1(c)
o : Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 930004205
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Financial Group, Inc. |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (b)
|
||
3 |
SEC USE ONLY |
||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo, Japan |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
12,483,828 |
|
6 |
SHARED VOTING POWER
-0- |
||
7 |
SOLE DISPOSITIVE POWER
12,483,828 |
||
8 |
SHARED DISPOSITIVE POWER
-0- |
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,483,828 |
||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% |
||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||
Page 2 of 20
CUSIP NO. 930004205
1 |
NAME OF REPORTING PERSON
The Bank of Tokyo–Mitsubishi UFJ, Ltd. |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (b)
|
||
3 |
SEC USE ONLY |
||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo, Japan |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
6,986,529 |
|
6 |
SHARED VOTING POWER
-0- |
||
7 |
SOLE DISPOSITIVE POWER
6,986,529 |
||
8 |
SHARED DISPOSITIVE POWER
-0- |
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,986,529 |
||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||
Page 3 of 20
CUSIP NO. 930004205
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Trust and Banking Corporation |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (b)
|
||
3 |
SEC USE ONLY |
||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo, Japan |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
4,201,000 |
|
6 |
SHARED VOTING POWER
-0- |
||
7 |
SOLE DISPOSITIVE POWER
4,201,000 |
||
8 |
SHARED DISPOSITIVE POWER
-0- |
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,201,000 |
||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% |
||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||
Page 4 of 20
CUSIP NO. 930004205
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Securities Co., Ltd. |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (b)
|
||
3 |
SEC USE ONLY |
||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo, Japan |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,074,299 |
|
6 |
SHARED VOTING POWER
-0- |
||
7 |
SOLE DISPOSITIVE POWER
1,074,299 |
||
8 |
SHARED DISPOSITIVE POWER
-0- |
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,299 |
||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% |
||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||
Page 5 of 20
CUSIP NO. 930004205
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Securities International plc
|
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (b)
|
||
3 |
SEC USE ONLY |
||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
London, United Kingdom |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
250,000 |
|
6 |
SHARED VOTING POWER
-0- |
||
7 |
SOLE DISPOSITIVE POWER
250,000 |
||
8 |
SHARED DISPOSITIVE POWER
-0- |
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 |
||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% |
||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||
Page 6 of 20
CUSIP NO. 930004205
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Asset Management Co., Ltd.
|
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (b)
|
||
3 |
SEC USE ONLY |
||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo,Japan |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
222,000 |
|
6 |
SHARED VOTING POWER
-0- |
||
7 |
SOLE DISPOSITIVE POWER
222,000 |
||
8 |
SHARED DISPOSITIVE POWER
-0- |
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,000 |
||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% |
||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||
Page 7 of 20
CUSIP NO. 930004205
ITEM 1
|
(a) |
Name of Issuer |
Wacoal Holdings Corp.
|
(b) |
Address of Issuer’s Principal Executive Offices |
29 Nakajima-cho, Kisshoin, Minami-ku, Kyoto 601-8530, Japan
ITEM 2
|
(a) |
Names of Persons Filing |
Mitsubishi UFJ Financial Group, Inc. (“MUFG”)
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”)
Mitsubishi UFJ Trust and Banking Corporation (“MUTB”)
Mitsubishi UFJ Securities Co., Ltd. (“MUS”)
Mitsubishi UFJ Securities International plc (“MUSI”)
Mitsubishi UFJ Asset Management Co., Ltd. (“MUAM”)
|
(b) |
Address of Principal Business Office or, if none, Residence |
MUFG:
7-1 Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-8330, Japan
BTMU:
7-1 Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-8388, Japan
MUTB:
4-5 Marunouchi 1-chome, Chiyoda-ku
Tokyo 100-8212, Japan
MUS:
4-1 Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-6334, Japan
MUSI:
6 Broadgate, London EC2M 2AA
United Kingdom
MUAM:
4-5 Marunouchi 1-chome, Chiyoda-ku
Tokyo 100-8212, Japan
Page 8 of 20
CUSIP NO. 930004205
(c) Citizenship
Not applicable.
|
(d) |
Title of Class of Securities |
Common Stock
|
(e) |
CUSIP Number |
930004205
ITEM 3 |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
MUFG: |
(a) o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) o |
Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) o |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) x |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) o |
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
BTMU: |
(a) o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) x |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) o |
Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) o |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
Page 9 of 20
CUSIP NO. 930004205
|
(g) o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) o |
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
MUTB: |
(a) o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) x |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) o |
Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) o |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) o |
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
MUS: |
(a) x |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) o |
Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) o |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
Page 10 of 20
CUSIP NO. 930004205
|
(i) o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) o |
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
MUSI: |
(a) x |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) x |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) o |
Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) o |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) o |
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
MUAM: |
(a) o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) o |
Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) x |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) o |
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
Page 11 of 20
CUSIP NO. 930004205
ITEM 4 |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
For MUFG
|
(a) |
Amount Beneficially Owned: |
12,483,828 |
|||
|
(b) |
Percent of Class: |
8.88% |
|||
|
(c) |
Number of shares as to which the person has: |
|
|||
|
(i) Sole power to vote or to direct the vote: |
12,483,828 |
||||
|
(ii) Shared power to vote or to direct the vote: |
-0- |
||||
|
(iii) Sole power to dispose or to direct the disposition of: |
12,483,828 |
||||
|
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
||||
For BTMU
|
(a) |
Amount Beneficially Owned: |
6,986,529 |
|||
|
(b) |
Percent of Class: |
4.97% |
|||
|
(c) |
Number of shares as to which the person has: |
|
|||
|
(i) Sole power to vote or to direct the vote: |
6,986,529 |
||||
|
(ii) Shared power to vote or to direct the vote: |
-0- |
||||
|
(iii) Sole power to dispose or to direct the disposition of: |
6,986,529 |
||||
|
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
||||
For MUTB
|
(a) |
Amount Beneficially Owned: |
4,201,000 |
||||
|
(b) |
Percent of Class: |
2.99% |
||||
|
(c) |
Number of shares as to which the person has: |
|
||||
|
(i) Sole power to vote or to direct the vote: |
4,201,000 |
|||||
|
(ii) Shared power to vote or to direct the vote: |
-0- |
|||||
|
(iii) Sole power to dispose or to direct the disposition of: |
4,201,000 |
|||||
|
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
|||||
For MUS
|
(a) |
Amount Beneficially Owned: |
1,074,299 |
||
|
(b) |
Percent of Class: |
0.76% |
||
|
(c) |
Number of shares as to which the person has: |
|
||
|
(i) Sole power to vote or to direct the vote: |
1,074,299 |
|||
Page 12 of 20
CUSIP NO. 930004205
|
(ii) Shared power to vote or to direct the vote: |
-0- |
||
|
(iii) Sole power to dispose or to direct the disposition of: |
1,074,299 |
||
|
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
||
For MUSI
|
(a) |
Amount Beneficially Owned: |
250,000 |
|
|||
|
(b) |
Percent of Class: |
0.18% |
||||
|
(c) |
Number of shares as to which the person has: |
|
||||
|
(i) Sole power to vote or to direct the vote: |
250,000 |
|
||||
|
(ii) Shared power to vote or to direct the vote: |
-0- |
|||||
|
(iii) Sole power to dispose or to direct the disposition of: |
250,000 |
|
||||
|
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
|||||
For MUAM
|
(a) |
Amount Beneficially Owned: |
222,000 |
|
||||
|
(b) |
Percent of Class: |
0.16% |
|||||
|
(c) |
Number of shares as to the such person has: |
|
|||||
|
(i) Sole power to vote or to direct the vote: |
222,000 |
|
|||||
|
(ii) Shared power to vote or to direct the vote: |
-0- |
||||||
|
(iii) Sole power to dispose or to direct the disposition of: |
222,000 |
|
|||||
|
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
||||||
ITEM 5 |
Ownership of Five Percent or Less of a Class |
|
||||||
Not applicable.
ITEM 6 |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
ITEM 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
As of December 31, 2007, MUFG beneficially owns 12,483,828 shares indirectly through its subsidiaries as follows: BTMU holds 6,986,529 shares; MUTB holds 4,201,000 shares; MUS holds 1,074,299 shares (including 250,000 shares indirectly held through MUS’s subsidiary, MUSI); and MUAM holds 222,000 shares.
Page 13 of 20
CUSIP NO. 930004205
ITEM 8 |
|
Identification and Classification of Members of the Group |
Not applicable.
ITEM 9 |
Notice of Dissolution of Group |
Not applicable.
ITEM 10 |
Certification |
By signing below the filers certify that, to the extent of their best knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 14 of 20
CUSIP NO. 930004205
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2008
MITSUBISHI UFJ FINANCIAL GROUP, INC.
By: /s/ Takami Onodera
Name: Takami Onodera
Title: General Manager, Credit & Investment Management Division
Page 15 of 20
CUSIP NO. 930004205
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2008
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By: /s/ Takami Onodera
Name: Takami Onodera
Title: General Manager, Credit Policy & Planning Division
Page 16 of 20
CUSIP NO. 930004205
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2008
MITSUBISHI UFJ TRUST AND BANKING CORPORATION
By: /s/ Koji Kawakami
Name: Koji Kawakami
Title: Deputy General Manager of Trust Assets Planning Division
Page 17 of 20
CUSIP NO. 930004205
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2008
MITSUBISHI UFJ SECURITIES CO., LTD.
By: /s/ Masayasu Tsukada
Name: Masayasu Tsukada
Title: General Manager, Corporate Planning Division
Page 18 of 20
CUSIP NO. 930004205
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2008
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
By: /s/ Yasutaka Suehiro
Name: Yasutaka Suehiro
Title: Managing Director
Page 19 of 20
CUSIP NO. 930004205
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2008
MITSUBISHI UFJ ASSET MANAGEMENT CO., LTD.
By: /s/ Katsutoshi Edamura
Name: Katsutoshi Edamura
Title: General Manager of Risk Management Division
Page 20 of 20