FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2001 COMMISSION FILE NUMBER: 1-7239 KOMATSU LTD. ............................................... Translation of registrant's name into English 3-6 Akasaka 2-chome, Minato-ku, Tokyo, Japan ............................................ Address of principal executive offices -2- INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ 1. One company announcement made on May 18, 2001. 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. KOMATSU LTD. ------------------------------- (Registrant) Date: May 21, 2001 By: /s/ Masaru Fukase ----------------------------- Masaru Fukase Senior Executive Officer -3- NEWS RELEASE Komatsu Ltd. 2-3-6 Akasaka, Minato-ku, Tokyo 107-8414, Japan Public Relations Section Tel: +81-3-5561-2616 0017(1694) May 18, 2001 URL: http://www.komatsu.com/ NOTICE OF CHANGE REGARDING MAJOR SHAREHOLDER Upon confirmation of the change of a major shareholder as of May 11, 2001, Komatsu Ltd. serves notice as follows: Notice 1. Background of Confirmation On May 10, 2001, a report (hereinafter to be referred to as the Mass- shareholding Report) was submitted by the below-mentioned shareholder to the Kanto Bureau of Finance based on Item 1, Paragraph 25, Article 27 of the Securities and Exchange Law of Japan, a copy of which was sent to Komatsu Ltd. However, as the name of the shareholder in question does not appear on the shareholders list of Komatsu Ltd., the company was unable to identify under what name the said holding was registered. According to the Mass- shareholding Report, 50,679,812 shares said to be owned by the shareholder in question are in the form of ADRs and the name of their holder is surmised to be "Nats Cumco *." * Nats Cumco is the name used by City Bank N.A., a trustee for ADRs of Komatsu Ltd. The number of shares it held as of March 31, 2001: 55,735,540 2. Details of the Shareholder in Question (Based on the Mass-shareholding Report) (1) Name Brandes Investment Partners, L.P. (2) Head Office Address 12750 High Bluff Drive, San Diego, California, U.S.A. (3) Representative Glenn R. Carlson, Managing Partner (4) Main Business U.S.A.-registered investment consultant 3. Number of Shares Held by the Shareholder in Question and Ratio of Holding to Outstanding Shares (Based on the Mass-shareholding Report) ---------------------------------------------------------------------------------------------- Ratio to No. of Shares Outstanding Held Shares Ranking of Major Shareholding ---------------------------------------------------------------------------------------------- Before the Change Ranked top on a real basis. (as of March 31, 95,618,816 9.97% As stated above, the shareholder 2001) in question does not appear on ---------------------------------------------------------- After the Change 115,960,612 12.09% the shareholders list. ---------------------------------------------------------------------------------------------- 4. Outlook All Komatsu Ltd. recognizes is as stated in Paragraph l of this notice. Therefore the Company will not be knowledgeable of any future developments concerning this matter. Incidentally, it is noted in the Mass-shareholding Report that the purpose of the holding is "purchase for passive investment on behalf of (numerous) customers who have no intention to control the issuer."