|
Item 7.
|
|
Major Shareholders and Related Party Transactions.
|
A. Major Shareholders.
As of March 31, 2006, 137,152,347 shares of our common stock were outstanding.
Any person who becomes, beneficially and solely or jointly, a holder of more than 5% of the total issued shares of a company
listed on any Japanese stock exchange or whose shares are traded on the Japanese over-the-counter market, as calculated pursuant to the Securities and Exchange Law of Japan, must file with the Regional Finance Bureau having jurisdiction within five
business days a report concerning such shareholding. See Item 10.B Memorandum and Articles of Association below.
To our knowledge, as of March 31, 2006 or a later date as indicated, the following persons beneficially owned more than 5% of our outstanding common
stock. The information in this table is based upon our register of shareholders and reports filed with the Regional Financial Bureau:
|
|
|
|
|
|
|
|
Shareholders
|
|
Number of shares of
common stock owned
|
|
Percentage of
common stock
outstanding as of
March 31, 2006
|
|
|
Kagemasa Kozuki (1)
|
|
35,006,949
|
|
25.52
|
%
|
|
Kozuki Foundation For Sports, Athletes and Higher Education (2)
|
|
14,330,000
|
|
10.45
|
|
|
Kozuki Holding B.V. (2)
|
|
13,530,000
|
|
9.86
|
|
|
Kozuki Capital Corporation (2)
|
|
7,036,996
|
|
5.13
|
|
|
(1)
|
|
Kagemasa Kozukis share ownership includes shares beneficially owned through Yoko Kozuki (11,600 shares), Kozuki Foundation For Sports, Athletes and Higher Education
(14,330,000 shares), Kozuki Holding B.V. (13,530,000 shares), Kozuki Capital Corporation (7,036,996 shares), and the Director Stock Purchase Association (27,497 shares) in addition to those owned of record by Kozuki (70,856 shares).
|
|
(2)
|
|
As explained in note (1) above, Kagemasa Kozuki is also a beneficial owner of these shares.
|
None of our shares of common stock entitles the holder to any preferential voting rights.
The ownership and distribution of the shares (in 100-share units) by category
of shareholders according to our register of shareholders and register of beneficial shareholders as at March 31, 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
Number of
Shareholders
|
|
Number of
Shares Held
|
|
|
Percentage of Total
Outstanding Shares
|
|
|
Japanese financial institutions
|
|
88
|
|
39,099,564
|
|
|
28.51
|
%
|
|
Japanese securities companies
|
|
42
|
|
4,133,150
|
|
|
3.01
|
|
|
Other Japanese corporations
|
|
510
|
|
22,450,607
|
(1)
|
|
16.37
|
|
|
Foreign corporations and individuals
|
|
333
|
|
43,116,170
|
|
|
31.44
|
|
|
Japanese individuals and others
|
|
61,320
|
|
28,352,856
|
|
|
20.67
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
62,293
|
|
137,152,347
|
|
|
100.00
|
%
|
|
(1)
|
|
Other Japanese Corporations hold 25,499,088, but the number in the table excludes 3,048,481 shares owned by KSL.
|
95
According to our register of shareholders and register of beneficial owners, as of March 31, 2006,
there were 137,152,347 shares of our common stock outstanding. According to JPMorgan Chase Bank, depositary for our ADSs, as of March 31, 2006, 920,500 shares of our common stock were held in the form of ADRs and there were 11 ADR holders of
record in the United States. According to our register of shareholders and register of beneficial owners, as of March 31, 2006, there were 62,294 holders of common stock of record worldwide, including 83 shareholders of record with addresses in
the United States who held 8,042,627 shares, representing approximately 5.86% of our outstanding common stock as of that date. Because some of these shares were held by brokers or other nominees, the number of record holders with addresses in the
United States may be fewer than the number of beneficial owners in the United States.
None of our shares of common stock entitles the holder to any preferential voting rights.
To our knowledge, we are not, directly or indirectly, owned or controlled by any other corporation or by any government or by any other natural or legal
persons severally or jointly. We know of no arrangements the operation of which may at a later time result in a change of control of Konami.
B. Related Party Transactions.
There was no related notes and accounts receivable balance from Takara at March 31, 2005. The related notes and accounts payable to Takara were
¥42 million at March 31, 2005, and were included in Trade notes and accounts payable in the accompanying consolidated balance sheets. We sold our entire shares of Takara, an equity-method affiliate, and dissolved our equity relationship on
April 25, 2005.
The related accounts receivable from
Hudson were ¥2 million at March 31, 2005, and were included in Trade notes and accounts receivable in the accompanying consolidated balance sheets. The related accounts payable to Hudson was ¥14 million at March 31, 2005, and were
included in Trade notes and accounts payable in the accompanying consolidated balance sheets. As a result of our additional acquisition of newly issued shares of Hudson on April 27, 2005, Hudson, an equity-method affiliate, became a 54.0% owned
consolidated subsidiary.
The related accounts receivable from
Genki was ¥5 million at March 31, 2005 and was included in Trade notes and accounts receivable in the accompanying consolidated balance sheets. The related accounts payable to Genki were ¥246 million at March 31, 2005, and were
included in Trade notes and accounts payable in the accompanying consolidated balance sheets. We sold our entire shares of Genki, an equity-method affiliate, and dissolved our equity relationship on March 31, 2005.
During fiscal 2005, Konami Corporation of America, a consolidated subsidiary,
acquired 100,000 shares of Konami Computer Entertainment Hawaii, Inc. for ¥ 129 million from Takuya Kozuki who is a director of Konami Corporation of America and an immediate family member of our senior management team and our major
shareholders. The transaction price was determined based on the third party appraisal.
During fiscal 2005, Konami Real Estate, Inc., a consolidated subsidiary, transferred certain fixed assets to Kozuki Capital Corporation at ¥162 million. During fiscal 2006, Konami Real Estate, Inc. acquired
certain fixed assets from Kozuki Capital Corporation at ¥1,582 million ($13,467 thousand). Kozuki Capital Corporation is a company owned by our senior management shareholders and their immediate family members and operates in the business of
securities, investments and real estates. The transaction price was determined based on fair market value.
Konami Real Estate, Inc. paid a rent of ¥4 million and ¥14 million ($119 thousand) during fiscal 2005 and 2006 and a lease deposit of ¥4
million during 2005 to Kozuki Capital Corporation in accordance with rent agreements entered into in December 2004, for the lease of certain office spaces.
96
C. Interests of Experts and Counsel.
Not applicable.