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 April 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: April 26, 2005
List of materials
Documents attached hereto:
i) Press Release announcing Change in Capital Policy Related to Subsidiary
Tracking Stock
Sony Corporation
6-7-35 Kitashinagawa, Shinagawa-ku
Tokyo, 141-0001 Japan
No.05 -023E
April 26, 2005
Change in Capital Policy Related to Subsidiary Tracking Stock
Sony Corporation ("Sony") decided at a meeting of its Board of Directors held
today to consider the possibility of an IPO of common stock of Sony
Communication Network Corporation ("SCN"). In relation, it was also decided that
the following be Sony's revised policy regarding Sony's subsidiary tracking
stock ("TS") which is currently listed on the Tokyo Stock Exchange.
As part of Sony Group's business strategy aiming at the successful growth of
SCN, in June 2001 Sony issued TS, the economic value of which is intended to be
linked with SCN's economic value, to enhance SCN's enterprise value by realizing
such value in the marketplace while holding 100% of SCN's voting rights. Now,
responding to recent drastic changes in the internet-related industry, Sony
believes that it will be desirable for Sony and the Sony Group as well as for
SCN to seek the enhancement of SCN's enterprise value through SCN's own business
operation and strategy more independently from the Sony Group. Therefore, Sony
decided to change its policy and to consider the possibility of an IPO of SCN
common stock. The primary reasons for this change are as follows:
1. Sony believes it would be more effective for SCN's further growth to expand
its business opportunities more independently from the Sony Group and from a
broader perspective that extends beyond the Sony Group rather than relying on
Sony Group resources as a 100% subsidiary of Sony.
2. For that purpose, Sony believes that it is desirable for SCN to go public in
order to raise funds with more flexibility in the capital market.
In accordance with the above revised policy, SCN will start taking action
required for or in connection with the listing of its common stock on a stock
exchange. If the listing of SCN common stock is approved by the stock exchange,
subject to required procedures, all the shares of the TS will be compulsorily
terminated pursuant to Sony's Articles of Incorporation. Sony's Articles of
Incorporation stipulate that the method of such termination may be any one of
the following: (1) compulsory retirement in cash, (2) compulsory conversion to
Sony common stock, or (3) compulsory exchange with SCN common stock. With
respect to the method of exchange with SCN common stock referred to (3) above,
although Sony's initial policy was that such method would not be taken unless
and until a tax deferment on the difference between the acquisition cost of TS
and market value of SCN common stock is allowed by tax law. While any tax law
revisions which allow such deferral have not yet been made, regardless of such
revisions, Sony has changed its policy and includes such method (compulsory
exchange with SCN common stock) as one of the options for compulsory termination
of TS.