UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 5
UNITED AUTO GROUP, INC.
(Name of Issuer)
COMMON STOCK (PAR VALUE $0.0001 PER SHARE)
(Title of Class of Securities)
909440 10 9
(CUSIP Number)
MR. FUMIAKI MIYAMOTO, GENERAL MANAGER
THE AMERICAS DEPARTMENT
FIRST MOTOR VEHICLES DIVISION
MACHINERY BUSINESS UNIT
MITSUI & CO., LTD.
2-1 OHTEMACHI 1-CHOME,
CHIYODA-KU TOKYO, JAPAN
(PHONE) + 81-3-3285-4394
MR. SHIGEO ENOMOTO, GENERAL MANAGER
DETROIT MACHINERY DEPARTMENT
MACHINERY DIVISION
MITSUI & CO. (U.S.A.), INC.
DETROIT OFFICE
1000 TOWN CENTER, SUITE 1900
SOUTHFIELD, MI 48075
(PHONE) 248-948-4171
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
EZRA BORUT
DEBEVOISE & PLIMPTON LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
SEPTEMBER 14, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act (however, see the Notes).
(Continued on following pages)
SCHEDULE 13D
CUSIP NO. 909440 10 9
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
Mitsui & Co., Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0110185
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 15,559,217 (1)
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
15,559,217 (1)
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,559,217 (2)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(2)
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) On June 1, 2006, United Auto Group, Inc. (the "Company") effected a
two-for-one split of its voting common stock, par value $0.0001 per share
(the "Common Stock"), in the form of a stock dividend. Shareholders of the
Company of record as of May 11, 2006 received one additional share for each
share then owned. All share and per share information in this Amendment No.
5 to Schedule 13D ("Amendment No. 5") reflects the stock split.
(2) To the extent that the parties to the Stockholders Agreement, dated March
26, 2004, by and among the Reporting Persons, International Motor Cars
Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske
Corporation and Penske Automotive Holdings Corp. (the "Stockholders
Agreement") may be deemed to constitute a "group" within the meaning of
Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed
to share beneficial ownership of the shares of Common Stock owned by the
other stockholder parties to the Stockholders Agreement, the Reporting
Persons expressly disclaim beneficial ownership of any shares of Common
Stock held by such other parties.
CUSIP NO. 909440 10 9
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
Mitsui & Co. (U.S.A.), Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-2559853
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 15,559,217 (1)
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
15,559,217 (1)
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,559,217 (2)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(2)
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) On June 1, 2006, the "Company effected a two-for-one split of its Common
Stock in the form of a stock dividend. Shareholders of the Company of
record as of May 11, 2006 received one additional share for each share then
owned. All share and per share information in this Amendment No. 5 reflects
the stock split.
(2) To the extent that the parties to the Stockholders Agreement may be deemed
to constitute a "group" within the meaning of Section 13(d) of the Exchange
Act, and the Reporting Persons may be deemed to share beneficial ownership
of the shares of Common Stock owned by the other stockholder parties to the
Stockholders Agreement, the Reporting Persons expressly disclaim beneficial
ownership of any shares of Common Stock held by such other parties.
This Amendment No. 5 amends and supplements the statement on Schedule 13D
initially filed by the Reporting Persons on April 11, 2003, as amended by
Amendment No. 1 filed on April 25, 2003, by Amendment No. 2 filed on February
17, 2004, by Amendment No. 3 filed on March 26, 2004, and by Amendment No. 4
filed on January 27, 2006 (the "Statement"). Information reported in the
Statement remains in effect except to the extent that it is amended, restated or
superseded by information contained in this Amendment No. 5. Capitalized terms
used and not defined in this Amendment No. 5 shall have the meanings set forth
in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and supplemented as follows:
Information with respect to the directors and executive officers of the
Reporting Persons set forth in Annex A to the Statement is hereby amended and
restated in its entirety as set forth in Annex A to this Amendment No. 5, and is
incorporated herein by reference.
A joint filing agreement has been filed as Exhibit 11 to this Statement
pursuant to Rule 13d-1(k) promulgated under the Exchange Act.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented as follows:
On September 14, 2006, the Reporting Persons completed the acquisition of a
total of 1,116,519 shares of Common Stock of the Company for an aggregate
purchase price of US$23,379,907.86, or US$20.94 per share. The acquisition of
the shares was made pursuant to, and in accordance with the terms and conditions
of, the Purchase Agreements (the "Purchase Agreements," and each separately, a
"Purchase Agreement"), dated September 14, 2006, by and among the Reporting
Persons, the selling shareholder specific to each Purchase Agreement (together,
the "Sellers," and each, a "Seller") and Penske Corporation, a Delaware
corporation. See also Item 6 to this Amendment No. 5, which is incorporated
herein by reference.
The shares of Common Stock reported by the Reporting Persons were acquired
for the purpose of investment. Prior to entering into the Purchase Agreements,
the Reporting Persons owned in the aggregate 14,442,698 shares of Common Stock,
which they acquired in negotiated transactions from the Company and from
stockholders of the Company. This share number reflects the two-for-one split
effected by the Company of its Common Stock on June 1, 2006. Shareholders of the
Company of record as of May 11, 2006 received one additional share for each
share then owned. All share and per share information in this Amendment No. 5
reflects the stock split.
The Reporting Persons may in the future seek to acquire, alone or in
conjunction with others, additional shares of Common Stock, through open market
purchases, negotiated transactions, tender offer, merger or otherwise. Future
purchases will depend on market, business and economic conditions, availability
of capital, factors relating to the Company (including the market price of the
Common Stock) and other factors that the Reporting Persons may consider
relevant. The Reporting Persons may seek at any time to dispose of all or a
portion of their shares of Common Stock, through open market transactions,
negotiated transactions or
otherwise. Future sales will depend on the factors set forth above. There can be
no assurance that the Reporting Persons will purchase any additional shares of
Common Stock or dispose of any shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons beneficially own, within the meaning of Rule
13d-3 under the Exchange Act, an aggregate of 15,559,217 shares of Common Stock,
after giving effect to the acquisition reported in this Amendment No. 5. The
Common Stock owned by the Reporting Persons constitutes approximately 16.5% of
the Common Stock issued and outstanding after giving effect to the acquisition
reported in this Amendment No. 5, computed on the basis of 94,433,455 shares of
Common Stock issued and outstanding as of August 2, 2006 (as set forth in the
Company's quarterly report on Form 10-Q for the quarterly period ended June 30,
2006). To the Reporting Persons' knowledge, other persons named in Item 2 do not
beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, any
Common Stock.
To the extent that the parties to the Stockholders Agreement may be deemed
to constitute a "group" within the meaning of Section 13(d) of the Exchange Act,
and the Reporting Persons may be deemed to share beneficial ownership of the
shares of Common Stock owned by the other stockholder parties to the
Stockholders Agreement, the Reporting Persons expressly disclaim beneficial
ownership of any shares of Common Stock held by such other parties.
(b) Mitsui Japan and Mitsui USA have the shared power to vote (or to direct
the vote) and to dispose (or direct the disposition) of 15,559,217 shares of
Common Stock, after giving effect to the acquisition reported in this Amendment
No. 5.
(c) No transactions in the Common Stock were effected during the past sixty
days by the Reporting Persons.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 of the Statement is hereby supplemented as follows:
Purchase Agreements
On September 14, 2006, the Reporting Persons, the applicable Seller under
each Purchase Agreement and Penske Corporation entered into twenty-six separate
Purchase Agreements pursuant to which the Reporting Persons, subject to the
terms and conditions of the respective Purchase Agreement, agreed to purchase
from the respective Seller shares of Common Stock issued to such Seller by
Penske Associates, LLC, a Delaware limited liability company (or, in the case of
James Hislop, issued to such Seller by Penske Capital Partners LLC, a Delaware
limited liability company ("Penske Capital LLC")), for a total purchase by the
Reporting Persons of 1,116,519 shares of Common Stock, or approximately 1.2% of
the Company, for an aggregate purchase price of US$23,379,907.86, or US$20.94
per share. With respect to these transactions,
Mitsui Japan purchased 893,215 of the subject shares, representing approximately
0.9% of the Company, and Mitsui USA purchased 223,304 of the subject shares,
representing approximately 0.2% of the Company. Mitsui USA is a wholly-owned
subsidiary of Mitsui-Japan. In certain cases, not all shares of Common Stock
distributed by Penske Associates, LLC to a Seller pursuant to the respective
Purchase Agreement were purchased exclusively by the Reporting Persons, and in
such cases, the balance of such shares were purchased by Penske Corporation. A
form of the Purchase Agreement substantially identical to the Purchase
Agreements executed by the above-referenced parties (other than James Hislop) is
attached as Exhibit 12 hereto and is incorporated herein by reference. The
Purchase Agreement executed by James Hislop is attached as Exhibit 13 hereto and
is incorporated herein by reference.
Penske Letter Agreement
On September 14, 2006, the Reporting Persons and Penske Corporation entered
into a letter agreement (the "Penske Letter Agreement"). The Penske Letter
Agreement is attached as Exhibit 14 hereto and is incorporated herein by
reference. Pursuant to the Penske Letter Agreement, Penske Corporation makes
certain representations and warrants to the Reporting Persons with respect to
itself, Penske Associates, LLC and Penske Capital LLC, including that to the
best knowledge of Penske Corporation after all necessary diligence (including,
without limitation, all necessary inquiries of Penske Associates, LLC and Penske
Capital LLC), each Seller's membership interest in Penske Associates, LLC and
Penske Capital LLC are free and clear of any and all Liens (as defined in the
Purchase Agreements), encumbrances, options and claims, and upon delivery of and
payment for the Common Stock at the closing of the transactions, the Reporting
Persons will acquire good and valid title to all of the Common Stock purchased
thereunder, free and clear of any and all Liens, encumbrances, options and
claims.
Paying Agent Letter Agreement
On September 14, 2006, the Reporting Persons and Penske Corporation, as
paying agent (the "Paying Agent"), entered into a letter agreement (the "Paying
Agent Letter Agreement"). The Paying Agent Letter Agreement is attached as
Exhibit 15 hereto and is incorporated herein by reference. Pursuant to the
Paying Agent Letter Agreement, the Paying Agent acknowledges and confirms the
obligations of the Reporting Persons to pay the purchase prices pursuant to the
Purchase Agreements to the Paying Agent at the closing of the transactions.
PA Letter Agreement
On September 14, 2006, the Reporting Persons, Penske Corporation,
International Motor Cars Group I, L.L.C., International Motor Cars Groups II,
L.L.C. and Penske Automotive Holdings Corp. entered into a letter agreement (the
"PA Letter Agreement"). The PA Letter Agreement is attached as Exhibit 16 hereto
and is incorporated herein by reference. Pursuant to the PA Letter Agreement,
the parties thereto agree that upon execution of the Purchase Agreements and the
closing of the respective transactions thereunder, the Reporting Persons shall
have Beneficial Ownership (as defined in the purchase agreement, dated February
16, 2004, between the Reporting Persons, International Motor Cars Group I,
L.L.C., International Motor Cars Group II, L.L.C., Penske Corporation, Penske
Automotive Holdings Corp. and the Company (the "2004 Purchase Agreement,"
previously filed with the Securities and Exchange Commission (the "Commission")
on February 17, 2004 as Exhibit 6 to Amendment No. 2 on Schedule 13D/A)) of the
Common Stock purchased thereby and will exercise the rights
associated with such Beneficial Ownership under the 2004 Purchase Agreement, and
specifically Article VI ("Covenants") thereof.
Stockholders Letter Agreement
On September 14, 2006, the Reporting Persons, Penske Corporation,
International Motor Cars Group I, L.L.C., International Motor Cars Groups II,
L.L.C. and Penske Automotive Holdings Corp. entered into a letter agreement (the
"Stockholders Letter Agreement"). The Stockholders Letter Agreement is attached
as Exhibit 17 hereto and is incorporated herein by reference. Pursuant to the
Stockholders Letter Agreement, the parties thereto agree that upon execution of
the Purchase Agreements and the closing of the respective transactions
thereunder, the Reporting Persons shall have Beneficial Ownership (as defined in
the stockholders agreement, dated March 26, 2004, among International Motor Cars
Group I, L.L.C., International Motor Cars Group II, L.L.C., the Reporting
Persons, Penske Corporation and Penske Automotive Holdings Corp. (the "2004
Stockholders Agreement," filed herein as Exhibit 18 and a form of which was
previously filed with the Commission on February 17, 2004 as Exhibit 8 to
Amendment No. 2 on Schedule 13D/A)) of the Common Stock purchased thereby and
the Reporting Persons shall by virtue of their Beneficial Ownership of the
Common Stock be subject to the 2004 Stockholders Agreement, and specifically
Articles II ("Voting Agreements") and III ("Transfer Restrictions") thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 11 Joint Filing Agreement, dated September 14, 2006, between the
Reporting Persons.
Exhibit 12 Form of Purchase Agreement among the Reporting Persons, the
selling shareholder specified therein and Penske Corporation.
Exhibit 13 Purchase Agreement among the Reporting Persons, James Hislop and
Penske Corporation.
Exhibit 14 Letter Agreement, dated September 14, 2006, between the
Reporting Persons and Penske Corporation.
Exhibit 15 Letter Agreement, dated September 14, 2006, between the
Reporting Persons and Penske Corporation, as paying agent.
Exhibit 16 Letter Agreement, dated September 14, 2006, among the Reporting
Persons, Penske Corporation, International Motor Cars Group I, L.L.C.,
International Motor Cars Groups II, L.L.C. and Penske Automotive Holdings Corp.
Exhibit 17 Letter Agreement, dated September 14, 2006, among the Reporting
Persons, Penske Corporation, International Motor Cars Group I, L.L.C.,
International Motor Cars Groups II, L.L.C. and Penske Automotive Holdings Corp.
Exhibit 18 Stockholders Agreement, dated March 26, 2004, by and among the
Reporting Persons, International Motor Cars Group I, L.L.C., International Motor
Cars Group II, L.L.C., Penske Corporation and Penske Automotive Holdings Corp.
(form of this Stockholders Agreement was filed with the Commission on February
17, 2004 as Exhibit 8 to Amendment No. 2 on Schedule 13D/A).
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.
Dated: September 14, 2006
MITSUI & CO., LTD.
By: /s/ Tatsuo Nakayama
------------------------------------
Name: Tatsuo Nakayama
Title: General Manager
First Motor Vehicles Division
MITSUI & CO. (U.S.A.), INC.
By: /s/ Kazuki Okamura
------------------------------------
Name: Kazuki Okamura
Title: Senior Vice President and General
Manager
ANNEX A
Unless otherwise indicated below, the business address of the directors
and executive officers of Mitsui Japan is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku,
Tokyo, Japan and the business address of the directors and executive officers of
Mitsui USA is 200 Park Avenue, New York, New York 10166-0130, USA. Each
occupation set forth opposite such person's name refers to employment with the
Reporting Persons. To the Reporting Persons' knowledge, none of the directors or
executive officers of Mitsui Japan nor the directors or executive officers of
Mitsui USA has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of any violation with respect to such laws. Unless otherwise indicated, each of
the directors and executive officers of Mitsui Japan and Mitsui USA is a citizen
of Japan. There are no controlling persons or executive officers or directors of
other corporations or other persons ultimately in control of Mitsui Japan or
Mitsui USA.
Directors and Executive Officers of Mitsui Japan
Number of Shares of
Occupation and Common Stock
Name Business Address Beneficially Owned
---- ---------------- -------------------
Nobuo Ohashi --
Chairman and Director
Shoei Utsuda President and Chief Executive Officer --
Tetsuya Matsuoka Executive Director --
Executive Vice President
Masataka Suzuki Executive Director --
Executive Vice President
Hiroshi Tada Executive Director --
Executive Vice President
Yasunori Yokote Executive Director --
Senior Executive Managing Officer
Kazuya Imai Executive Director --
Senior Executive Managing Officer
Hiroshi Ito Executive Director --
Senior Executive Managing Officer
Akishige Okada Director --
Akira Chihaya Director --
Nobuko Matsubara Director --
Gempachiro Aihara (1) Executive Vice President --
Toshihiro Soejima (2) Senior Executive Managing Officer --
Motokazu Yoshida (3) Senior Executive Managing Officer --
Ken Abe (4) Senior Executive Managing Officer --
Yoshiyuki Izawa (5) Executive Managing Officer --
Osamu Mori Executive Managing Officer --
Satoru Miura (6) Executive Managing Officer --
Takao Sunami Executive Managing Officer --
Junichi Matsumoto Executive Managing Officer --
Shunichi Miyazaki Executive Managing Officer --
Shinjiro Ogawa Executive Managing Officer --
Toshimasa Furukawa Executive Managing Officer --
Jitsuro Terashima Executive Managing Officer --
Motonori Murakami Executive Managing Officer --
Koji Nakamura Executive Managing Officer --
Kenichi Yamamoto Executive Managing Officer --
(1) Business address is 16 Raffles Quay #29-00, Hong Leong Building, Singapore
048581, The Republic of Singapore.
(2) Business address is 34th Floor, CWTC Tower 1, No.1 Jianguomenwai Avenue,
Beijing, 100004 China.
(3) Business address is 200 Park Avenue, New York, New York 10166-0130, USA.
(4) Business address is 24 King William Street, London EC4R 9AJ, United
Kingdom.
(5) Business address is 3-33 Nakanoshima 2-Chome, Kita-ku, Osaka-shi, Osaka-fu,
Japan.
(6) Business address is 16-21 Meieki Minami 1-Chome, Nakamura-ku, Nagoya-shi,
Aichi-ken, Japan.
Directors and Executive Officers of Mitsui USA
Number of Shares of
Occupation and Common Stock
Name Business Address (1) Beneficially Owned
---- ---------------- -------------------
Kazuya Imai (2) Director --
Motokazu Yoshida President, Chief Executive Officer --
and Director
Osamu Koyama Executive Vice President and Director --
Michael H. Voss (3) (4) Executive Vice President --
Yuichi Aoki Senior Vice President, Chief Administrative --
Officer and Director
Keigo Matsubara Senior Vice President, Chief Financial --
Officer and Director
Yoneji Ishikawa Senior Vice President and Chief Compliance --
Officer
Ichizo Kutsukake Senior Vice President --
Yasushi Takahashi Senior Vice President --
Toshiaki Muramatsu Senior Vice President --
Kazuki Okamura Senior Vice President --
Masaaki Miura Senior Vice President --
Shinji Tsuchiya Senior Vice President --
Taku Morimoto Senior Vice President --
Noriaki Sakamoto Senior Vice President --
Yasunari Yamamoto Senior Vice President --
Kazuhiko Fukuchi Senior Vice President --
Bunji Shinoda Senior Vice President --
Isao Ueda Senior Vice President --
Kenichi Hori Senior Vice President --
Alan Getz (4) Vice President --
Osamu Toriumi (5) Corporate Secretary --
(1) The business address for all persons listed is 200 Park Avenue, New York,
New York 10166-0130, USA, except for Mr. Imai and Mr. Voss, whose business
addresses are listed in footnotes (2) and (3), respectively, below.
(2) Business address is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan.
(3) Business address is 601 South Figueroa Street, Suite 1900, Los Angeles,
California 90017-5723, USA.
(4) Citizen of USA.
(5) Effective September 15, 2006, Mr. Haruo Hirano replaced Mr. Osamu Toriumi
as Corporate Secretary.