Form 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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 March 2005
Commission File Number: 001-06439
SONY CORPORATION
(Translation of registrant's name into English)
7-35 KITASHINAGAWA 6-CHOME, SHINAGAWA-KU, TOKYO, JAPAN
(Address of principal executive offices)
The registrant files annual reports under cover of Form 20-F.
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
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82-______
SIGNATURE
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.
SONY CORPORATION
(Registrant)
By: /s/ Katsumi Ihara
(Signature)
Katsumi Ihara
Executive Deputy President,
Group Chief Strategy Officer and
Chief Financial Officer
Date: March 31, 2005
List of materials
Documents attached hereto:
i) Press release announcing that the European Commission clears proposed
acquisition of Metro-Goldwyn-Mayer Inc.
FOR IMMEDIATE RELEASE
EUROPEAN COMMISSION CLEARS PROPOSED
ACQUISITION OF METRO-GOLDWYN-MAYER INC.
New York and Los Angeles, March 30, 2005 - Metro-Goldwyn-Mayer Inc. (NYSE: MGM),
together with LOC Acquisition Company, a consortium comprised of Sony
Corporation of America, Providence Equity Partners, Texas Pacific Group, Comcast
Corporation (Nasdaq: CMCSA, CMCSK) and DLJ Merchant Banking Partners, announced
today that the European Commission has unconditionally approved the previously
announced agreement under which LOC Acquisition Company will acquire MGM. The
European Commission declared the proposed acquisition to be compatible with the
common market, pursuant to Article 6.1(b) of Council Regulation No.139/2004,
without requiring any commitments from the parties.
As previously announced, the proposed acquisition received US antitrust
regulatory approval when the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, expired in December, 2004.
Subject to the financing necessary to complete the proposed acquisition being
consummated and the other closing conditions contained in the Agreement and Plan
of Merger, the parties expect to close the transaction before mid-April.
About Metro-Goldwyn-Mayer Inc.
Metro-Goldwyn-Mayer Inc. (NYSE: MGM), through its Metro-Goldwyn-Mayer Studios
Inc. subsidiary, is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home video, interactive
media, music and licensed merchandise. The company owns the largest modern film
library in the world, consisting of approximately 4,000 titles. Its operating
units include MGM Pictures, United Artists, MGM Television Entertainment, MGM
Networks, MGM Distribution Co., MGM Worldwide Television Distribution, MGM Home
Entertainment, MGM On Stage, MGM Consumer Products, MGM Music, MGM Interactive
and MGM Direct. In addition, MGM has ownership interests in international TV
channels reaching over 115 countries. For more information, visit www.mgm.com.
About Sony Corporation of America
Sony Corporation of America, based in New York City, is the U.S. subsidiary of
Sony Corporation, headquartered in Tokyo. Sony is a leading manufacturer of
audio, video, communications, and information technology products for the
consumer and professional markets. Its music, motion picture, television,
computer entertainment, and online businesses make Sony one of the most
comprehensive entertainment companies in the world. Sony's principal U.S.
businesses include Sony Electronics Inc., Sony Pictures Entertainment Inc., Sony
Computer Entertainment America Inc., and a 50% interest in Sony BMG Music
Entertainment, one of the largest recorded music companies in the world. Sony
recorded consolidated annual sales of over $72 billion for the fiscal year ended
March 31, 2004, and it employs 162,000 people worldwide. Sony's consolidated
sales in the U.S. for the fiscal year ended March 31, 2004 were $20.4 billion.
For more information, visit www.sony.com.
About Providence Equity Partners Inc.
Providence Equity Partners Inc. is one of the world's leading private investment
firms specializing in equity investments in media and communications companies.
The principals of Providence Equity manage funds with over $9 billion in equity
commitments and have invested in more than 80 companies operating in over 20
countries since the firm's inception in 1991. Current and previous areas of
investment include cable television content and distribution, wireless and
wireline telephony, publishing, radio and television broadcasting and other
media and communications sectors. Significant investments include VoiceStream
Wireless, Warner Music Group, PanAmSat, AT&T Canada, eircom plc, Casema, Kabel
Deutschland, Language Line, F&W Publications, ProSiebenSat.1, and Bresnan
Broadband Holdings. The firm has offices in Providence, New York and London.
Visit www.provequity.com for additional information.
About Texas Pacific Group
Texas Pacific Group is one of the world's leading private investment firms
managing over $15 billion in assets. TPG invests across a wide range of
industries, and has made significant investments in branded consumer franchises
(Burger King, Beringer Wines, Del Monte, Ducati), leading retailers (Petco,
J.Crew, Debenhams-UK), healthcare (Oxford Health Plans, Iasis, Quintiles
Transnational), technology companies (ON Semiconductor, MEMC, Seagate), and
airlines (Continental, America West), among others. The firm is based in Fort
Worth, Texas, and has additional offices in San Francisco and London.
About Comcast
Comcast Corporation (Nasdaq: CMCSA, CMCSK) (http://www.comcast.com) is the
nation's leading provider of cable, entertainment and communications products
and services. With 21.5 million cable customers and 7 million high-speed
Internet customers, Comcast is principally involved in the development,
management and operation of broadband cable networks and in the delivery of
programming content.
The Company's content networks and investments include E! Entertainment
Television, Style Network, The Golf Channel, Outdoor Life Network, G4, AZN
Television, TV One and four Comcast SportsNets. The Company also has a majority
ownership in Comcast-Spectacor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large
multipurpose arenas in Philadelphia.
About DLJ Merchant Banking Partners
DLJ Merchant Banking Partners is a leading private equity investor that has a
20-year record of investing in leveraged buyouts and related transactions across
a broad range of industries. Since 1985, DLJMB has invested more than $9 billion
in more than 140 portfolio companies. DLJMB is the largest business within
CSFB's Alternative Capital Division ("ACD"), CSFB's dedicated alternative asset
platform. ACD is one of the industry's leading alternative asset managers, with
more than $38 billion of assets under management, including $21 billion of
private equity assets across a diverse family of funds, including leveraged
buyout funds, mezzanine funds, real estate funds, venture capital funds, fund of
funds and secondary funds, and more than $17 billion of other alternative assets
through its hedge fund (both direct and fund of funds), leveraged loan and CDO
investment programs.
FORWARD-LOOKING STATEMENTS
This document may contain statements that constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements. Such forward-looking statements reflect
Metro-Goldwyn-Mayer Inc.'s ("MGM"), Sony Corporation's ("Sony") and Comcast
Corporation's ("Comcast") current expectations and beliefs and are subject to a
number of risks, uncertainties, assumptions and other factors that could cause
actual results to differ materially from those described in the forward-looking
statements. For example, such risks, uncertainties, assumptions and other
factors include, without limitation, the possibility that: (1) the consortium
and MGM may be unable to obtain the stockholder or regulatory approvals required
to complete the transaction; (2) problems may arise in successfully integrating
the businesses; (3) the acquisition may involve unexpected costs; (4) the
consortium may be unable to achieve cost-cutting synergies; (5) the businesses
may suffer as a result of uncertainty surrounding the acquisition; and (6) the
new company may be subject to future regulatory or legislative action. For a
further discussion of these and other risks, uncertainties, assumptions and
other factors, see MGM's, Sony's and Comcast's filings with the Securities and
Exchange Commission. None of MGM, Sony or Comcast undertakes any duty to update
forward-looking statements.
Contacts:
Metro-Goldwyn-Mayer Inc.
Paige Taylor
310-449-3660
Sony Corporation of America
Ann Morfogen (media)
212-833-6873
Mack Araki (media)
212-833-6821
Sony Pictures Entertainment
Susan Tick (media)
310-244-6777
Comcast Corporation
Tim Fitzpatrick (media)
215-981-8582
Providence Equity Partners Inc.
Andrew Cole (media)
212-687-8080
Texas Pacific Group
Owen Blicksilver (media)
516-742-5950
DLJ Merchant Banking Partners
John Gallagher (media)
212-325-0932
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