UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2011.
Commission File Number 333-170434
Sumitomo Mitsui Trust Holdings, Inc.
(Translation of registrant’s name into English)
9-2, Marunouchi, 1-chome
Chiyoda-ku, Tokyo 100-6611
Japan
(Address of principal executive office)
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 Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
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 ¨
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
This report on Form 6-K contains the following:
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.
| Sumitomo Mitsui Trust Holdings, Inc. | ||||
| Date: April 1, 2011 | By: | /s/ Tadashi Nishimura | ||
| Name: | Tadashi Nishimura | |||
| Title: | Executive Officer | |||
| Document filed: | Extraordinary Report | |
| Submitted to: | Director-General of the Kanto Local Finance Bureau | |
| Filing date: | April 1, 2011 | |
| Company name: | Mitsui Sumitomo Trust Holdings Kabushiki Kaisha | |
| English name of company: | Sumitomo Mitsui Trust Holdings, Inc. (“the Company”) | |
| Representative’s name and title: | Kazuo Tanabe, President | |
| Location of head office: | 9-2, Marunouchi 1-chome Chiyoda-ku, Tokyo | |
| Telephone number: | 03 (6256) 6000 (main switchboard) | |
| Name of contact person: | Senior Manager of Corporate Administration Department | |
| Koji Fujita | ||
| Nearest place to contact: | 9-2, Marunouchi 1-chome Chiyoda-ku, Tokyo | |
| Telephone number: | 03 (6256) 6000 (main switchboard) | |
| Name of person in charge: | Senior Manager of Corporate Administration Department | |
| Koji Fujita | ||
| Places where a copy of this document is available for public inspection: | ||
| Tokyo Stock Exchange | ||
| (2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo) | ||
| Osaka Securities Exchange | ||
| (8-16, Kitahama 1-chome, Chuo-ku, Osaka) | ||
| Nagoya Stock Exchange | ||
| (8-20, Sakae 3-chome, Naka-ku, Nagoya) | ||
The Company changed its Company name, English name of company and Location of head office to “Mitsui Sumitomo Trust Holdings Kabushiki Kaisha”, “Sumitomo Mitsui Trust Holdings, Inc.” and “9-2, Marunouchi 1-chome Chiyoda-ku, Tokyo”, respectively, due to the share exchange which took effect on April 1, 2011 pursuant to the condition of the Share Exchange Agreement with The Sumitomo Trust and Banking Co., Ltd. (“STB”).
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1. Reason for filing the report
The Extraordinary Report was filed under the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 3 and 9 of the Cabinet Office Ordinance Concerning Disclosure of Corporate Affairs, etc. as a result of the change of representative directors and specified subsidiaries of the Company.
2. Details of the change of representative directors and specified subsidiaries.
1. Change of representative directors
| (1) | Newly appointed representative directors |
| Name (Date of Birth) |
New Position |
Former Position |
Number of |
Date of Change | ||||
| Hitoshi Tsunekage (August 6, 1954) |
Representative Director, Chairman |
— | 81,950 | April 1, 2011 | ||||
| Kiyoshi Mukohara (February 11, 1952) |
Representative Director, Deputy President |
— | 86,653 | April 1, 2011 |
| (2) | Career summary of newly appointed representative director |
Hitoshi Tsunekage
| April | 1977 | Joined The Sumitomo Trust and Banking Co., Ltd. | ||
| June | 2004 | Executive Officer, General Manager of Corporate Planning Department of STB | ||
| June | 2005 | Executive Officer, Head Office Executive of STB | ||
| June | 2005 | Director, Managing Executive Officer of STB | ||
| January | 2008 | President and Chief Executive Officer of STB (current position) | ||
| April | 2011 | Representative Director, Chairman of the Company (current position) | ||
| Kiyoshi Mukohara | ||||
| April | 1975 | Joined STB | ||
| June | 2003 | Executive Officer, General Manager of Global Credit Supervision Department 1 of STB | ||
| April | 2004 | Executive Officer, General Manager of Wholesale Business Planning Department of STB | ||
| June | 2004 | Managing Executive Officer, General Manager of Wholesale Business Planning Department of STB | ||
| June | 2005 | Managing Executive Officer of STB | ||
| June | 2006 | Director, Managing Executive Officer of STB | ||
| June | 2008 | Director, Senior Executive Officer of STB (current position) | ||
| April | 2011 | Representative Director, Deputy President of SMTH (current position) | ||
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2. Change of specified subsidiaries
| (1) | Name, Address, Representative’s name, Amount of capital stock and Principal business of specified subsidiaries |
The Sumitomo Trust and Banking Co., Ltd.
| Company name | The Sumitomo Trust and Banking Co., Ltd. | |
| Location of head office | 5 - 33 Kitahama 4-chome, Chuo-ku, Osaka | |
| Representative’s name | Hitoshi Tsunekage | |
| Capital Stock | 342,037 million yen | |
| Principal business | Trust and banking business |
‚Japan Trustee Services Bank, Ltd.
| Company name | Japan Trustee Services Bank, Ltd. | |
| Location of head office | 8 - 11 Harumi 1-chome, Chuo-ku, Tokyo | |
| Representative’s name | Kazuho Oda | |
| Capital Stock | 51,000 million yen | |
| Principal business | Trust and banking business |
ƒSTB Preferred Capital 2 (Cayman) Limited
| Company name | STB Preferred Capital 2 (Cayman) Limited | |
| Location of head office | PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| Representative’s name | Toshiyuki Nitta | |
| Capital Stock | 51,500 million yen (common stocks 1,500 million yen, preferred securities 50,000 million yen) | |
| Principal business | Finance services |
„STB Preferred Capital 3 (Cayman) Limited
| Company name | STB Preferred Capital 3 (Cayman) Limited | |
| Location of head office | PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| Representative’s name | Toshiyuki Nitta | |
| Capital Stock | 51,500 million yen (common stocks 1,500 million yen, preferred securities 50,000 million yen) | |
| Principal business | Finance services |
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…STB Preferred Capital 4 (Cayman) Limited
| Company name | STB Preferred Capital 4 (Cayman) Limited | |
| Location of head office | PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| Representative’s name | Toshiyuki Nitta | |
| Capital Stock | 111,600 million yen (common stocks 1,600 million yen, preferred securities 110,000 million yen) | |
| Principal business | Finance services |
†STB Preferred Capital 5 (Cayman) Limited
| Company name | STB Preferred Capital 5 (Cayman) Limited | |
| Location of head office | PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| Representative’s name | Toshiyuki Nitta | |
| Capital Stock | 70,900 million yen (common stocks 900 million yen, preferred securities 70,000 million yen) | |
| Principal business | Finance services |
| (2) | Number and proportion of the Company’s voting rights for specified subsidiaries. |
STB
| Number of voting rights held by the Company | ||
| Previous number |
– (indirectly held by the Company –) | |
| Current number |
1,674,537 (indirectly held by the Company –) | |
| Proportion of voting rights held by the Company | ||
| Previous proportion |
–% (indirectly held by the Company –%) | |
| Current proportion |
100.00% (indirectly held by the Company –%) | |
‚Japan Trustee Services Bank, Ltd.
| Number of voting rights held by the Company | ||
| Previous number |
340 (indirectly held by the Company –) | |
| Current number |
680 (indirectly held by the Company 340) | |
| Proportion of voting rights held by the Company | ||
| Previous proportion |
33.33% (indirectly held by the Company –%) | |
| Current proportion |
66.66% (indirectly held by the Company 33.33%) | |
ƒSTB Preferred Capital 2 (Cayman) Limited
| Number of voting rights held by the Company | ||
| Previous number |
– (indirectly held by the Company –) | |
| Current number |
150,000 (indirectly held by the Company 150,000) | |
| Proportion of voting rights held by the Company | ||
| Previous proportion |
–% (indirectly held by the Company –%) | |
| Current proportion |
100.00% (indirectly held by the Company 100.00%) | |
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„STB Preferred Capital 3 (Cayman) Limited
| Number of voting rights held by the Company | ||
| Previous number |
– (indirectly held by the Company –) | |
| Current number |
150,000 (indirectly held by the Company 150,000) | |
| Proportion of voting rights held by the Company | ||
| Previous proportion |
– % (indirectly held by the Company –%) | |
| Current proportion |
100.00% (indirectly held by the Company 100.00%) | |
…STB Preferred Capital 4 (Cayman) Limited
| Number of voting rights held by the Company | ||
| Previous number |
– (indirectly held by the Company –) | |
| Current number |
1,600,000 (indirectly held by the Company 1,600,000) | |
| Proportion of voting rights held by the Company | ||
| Previous proportion |
–% (indirectly held by the Company –%) | |
| Current proportion |
100.00% (indirectly held by the Company 100.00%) | |
†STB Preferred Capital 5 (Cayman) Limited
| Number of voting rights held by SMTH | ||
| Previous number |
– (indirectly held by the Company –) | |
| Current number |
900,000 (indirectly held by the Company 900,000) | |
| Proportion of voting rights held by SMTH | ||
| Previous proportion |
–% (indirectly held by the Company –%) | |
| Current proportion |
100.00% (indirectly held by the Company 100.00%) | |
| (3) | Reason for the change and Date of change |
Reason for the change
| A. | STB |
The Company concluded the “Share Exchange Agreement” with STB on August 24, 2010, and the Share Exchange Agreement was approved at the Extraordinary General Meeting of Shareholders held on December 22, 2010. STB became a specified subsidiary of the Company through the Company’s acquisition of STB common stocks, due to the share exchange which took effect on April 1, 2011 pursuant to the condition of the Share Exchange Agreement.
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| B. | Japan Trustee Services Bank, Ltd. |
Japan Trustee Services Bank, Ltd. became a specified subsidiary of the Company, due to increase of voting rights held by the Company through the share exchange between the Company and STB.
| C. | STB Preferred Capital 2 (Cayman) Limited, STB Preferred Capital 3 (Cayman) Limited, STB Preferred Capital 4 (Cayman) Limited, STB Preferred Capital 5 (Cayman) Limited |
4 companies above became specified subsidiaries of the Company, since they have newly become subsidiaries of the Company through the share exchange between the Company and STB.
‚Date of Change
April 1, 2011
(End)
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