TAKEFUJI CORPORATION   15-1 Nishi-Shinjuku 8-chome,Shinjuku-ku, Tokyo 163-8654 Japan June 6, 2002 For release    Immediately Contact Media - Osamu Sasaki, Managing Director and General Manager of Public Relations Tel: 81-3-33658030 Financial Analysts - Shizuo Mizukami, Manager of Investor Relations - Kunio Takayama, Manager of Accounting Dept. Tel: 81-3-33658011 Stock Code No. 8564 - TYOSE Restructure of Takefuji Group    Takefuji Corporation ("the Company") announced today that the Company would reorganize its subsidiaries to facilitate more effective Group management and the corporate resolution was made by the board of directors held on June 6, 2002 to merge with its two fully owned subsidiaries, Fujix Credit Co., Ltd. and Yasui Co., Ltd., and to liquidate its three fully owned subsidiaries, Zuikoh Factor Co., Ltd., Takefuji New Research Institute Co., Ltd. and G.H Investment Co., Ltd.. 1. Merger with subsidiaries    In consonance with the Company's strategy of restructuring the Group business to realize more effective Group management, the Company will merge with Fijix Credit Co., Ltd. in order to form a common line of consumer related business such as providing credit lines, credit information and debt collection services, and will also merge with Yasui Co., Ltd., which leases vehicles, ATMs and unmanned contracting machines to the Company, in order to improve operational efficiency.   2. Outline of merger (1) Schedule The resolution of board of directors: June 6, 2002 Date of signing contracts: June 30, 2002 Date of the general meeting of shareholders for approval of the merger:     Takefuji Corporation No general meeting of shareholders in conformity with Section 3 of Clause 413 Japanese Commercial Code Fujix Credit Co., Ltd. July 10, 2002 Yasui Co., Ltd. July 10, 2002 Date of merger: At the beginning of September 2002 Date of registration: At the beginning of September 2002 (2) Takefuji Corporation will merge with the two subsidiaries and therefore both Fujix Credit Co., Ltd. and Yasui Co., Ltd. shall be liquidated. (3) Neither issuance of new shares nor payment for merger is required for the Company as each case is a merger with a fully owned subsidiary.   3. Outline of interested parties (as of March 31, 2002) Name of Company: Takefuji Corporation (merging company) Fujix Credit Co., Ltd. (to be merged) Yasui Co., Ltd. (to be merged) Kind of Business: Consumer Finance Providing Credit Line General Leasing Date of Establishment: June 29, 1968 March 12, 1990 April 14, 1979 Head Office: 8-15-1 Nishi-Shinjuku Shinjuku, Tokyo 8-15-1 Nishi-Shinjuku Shinjuku, Tokyo 3-1-15 Hasune Itabashi, Tokyo Representative Person: Yasuo Takei Chairman and President Taketeru Takei President Masanobu Takasu President Capital: 30,477 million yen 5,110 million yen 10 million yen Number of Shares Issued: 147,295,200 shares 800 shares 20,000 shares Shareholders' Equity: 784,438 million yen 10,428 million yen 1,485 million yen Total Assets: 2,059,903 million yen 10,525 million yen 1,657 million yen Fiscal Term: ending March 31 ending March 31 ending March 31 Number of Employees: 3,755 - 1 Major Business Connection: Consumers Takefuji Corp. Takefuji Corp. Major Shareholders: Marutake Sangyo Co., Ltd. (21.2%) YST Investment B.V. (10.7%) Toshiki Takei ( 8.8%) Taketeru Takei ( 8.0%) Takefuji Corp. (100%) Takefuji Corp. (100%) Major Banking Relation: Mizuho Asset Trust & Banking Co., Ltd. Cyuo Mitsui Trust & Banking Co., Ltd. Sumitomo Mitsui Banking Corp. Sumitomo Mitsui Banking Corp.   Results for the Fiscal Year ended March 31, 2002: Operating Revenue 423,246 million yen 303 million yen 3,413 million yen Income before Extraordinary Items 230,271million yen 273 million yen 400 million yen Net Income 65,088 million yen 157 million yen 234 million yen Per Share;       Net Income 441 yen 196,919 yen 11,736 yen       Dividend 100 yen - 10,000 yen       Shareholders' Equity 5,325 yen 13,035 thousand yen 72,909 yen   Results for the Fiscal Year ended March 31, 2001: Operating Revenue 400,404 million yen 164 million yen 5,021 million yen Income before Extraordinary Items 241,188million yen 151 million yen 418 million yen Net Income 127,622 million yen 102 million yen 125 million yen Per Share;       Net Income 866 yen 128,730 yen 6,252 yen       Dividend 100 yen - -       Shareholders' Equity 5,051 yen 12,839 thousand yen 64,510 yen   Results for the Fiscal Year ended March 31, 2000: Operating Revenue 370,929 million yen 71 million yen 4,723 million yen Income before Extraordinary Items 203,926million yen 27 million yen 541 million yen Net Income 113,537million yen 14 million yen 310 million yen Per Share;       Net Income 770 yen 41,404 yen 15,512 yen       Dividend 80 yen - -       Shareholders' Equity 4,264 yen 12,777 thousand yen 68,257 yen   4. The Company after mergers Name of Company: Takefuji Corporation Kind of Business: Consumer Finance Head Office: 8-15-1 Nishi-Shinjuku, Shinjuku, Tokyo Representative Person: Yasuo Takei, Chairman and President Capital: No effect on capital. Total Assets: Little effect on assets. Fiscal Term: Ending March 31 Effects on its Business by Mergers: Little effect on its business.   5. Outline of subsidiaries to be liquidated Name of Company: Zuikoh Factor Co.,Ltd. Takefuji New Research Institute Co., Ltd. G.H Investment Co., Ltd. as of March 31, 2002 as of March 31, 2002 as of December 31, 2002 Head Office: 3-1-15 Hasune, Itabashi, Tokyo 2-10-2 Nagata-cho, Chiyoda, Tokyo Suite 1112, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong Representative Person: Tadashi Aso President Toyomitsu Tamao President Teruhiko Kobayashi President Kind of Business: Car Parking Management Think Tank Venture Capital Date of Establishment: May 9, 1980 October 1, 1999 November 23, 1998 Capital: 10 million yen 100 million yen 3,000 million yen + HK$1,000 Number of Shares Issued: 20,000 shares 2,000 shares 30,001,000 shares Shareholders' Equity: 686 million yen 60 million yen HK$144,628 thousands Total Assets: 829 million yen 61 million yen HK$145,143 thousands Fiscal Term: ending March 31 ending March 31 ending March 31 Number of Employees: - - - Major Business Connection: The general public Takefuji Corporation Venture Business Major Shareholders: Takefuji Corp.(100%) Takefuji Corp.(100%) Takefuji Corp.(100%) Major Banking Relation: Sumitomo Mitsui Banking Corporation Tokyo-Mitsubishi Bank Societe General Bank Hong Kong Branch   Results for the Fiscal Year ended March 31, 2002: Operating Revenue 761 million yen - million yen HK$ 4,886 thousands Income before Extraordinary Items 264 million yen -39 million yen HK$ - 3,874 thousands Net Income 141 million yen -39 million yen HK$ -3,874 thousands Per Share;       Net Income 7,082 yen -4,937 yen HK$ -0.13       Dividend 10,000 yen - -       Shareholders' Equity 34,344 yen 7,621 yen HK$ 4.82   Results for the Fiscal Year ended March 31, 2001: Operating Revenue 758 million yen 134 million yen HK$ 7,592 thousands Income before Extraordinary Items 278 million yen 49 million yen HK$ -50,946 thousands Net Income 7million yen 47 million yen HK$ -50,946 thousands Per Share;       Net Income 370 yen 5,909 yen HK$ -1.70       Dividend - - -       Shareholders' Equity 28,454 yen 12,991 yen HK$ 4.95   Results for the Fiscal Year ended March 31, 2000: Operating Revenue 743 million yen - HK$ 6,935 thousands Income before Extraordinary Items 256 million yen -43 million yen HK$ -8,452 thousands Net Income 138 million yen -43 million yen HK$ -8,452 thousands Per Share;       Net Income 6,931 yen -5,418 yen HK$ -0.28       Dividend - - -       Shareholders' Equity 31,584 yen 7,081 yen HK$ 6.65   6. Reason of liquidation Zuikoh Factor Co., Ltd.: To consolidate real estate business into TDS Co., Ltd. in line with the Takefuji Group's strategy of business specialization. Takefuji New Research Institute Co., Ltd.: To consolidate total consumer finance planning into Takefuji Corporation. G.H INVESTMENT Co., Ltd.: To make oversea business more efficient.   7. Schedule of liquidation Zuikoh Factor Co., Ltd.: August 31, 2002 Takefuji New Research Institute Co., Ltd.: August 31, 2002 G.H INVESTMENT Co., Ltd.: August 31, 2002   8. Prospective changes No effect on profit forecasts of both consolidated and non-consolidated for the current full fiscal year. Back by Takefuji co.