| 1.
Name of Bonds: |
Sony
Corporation U.S. Dollar Denominated Convertible Bonds
Due 2012 |
| 2.
Total amount of issue: |
U.S.$67,297,053.18
plus an amount equal to the principal amount of the
replacement Bond certificates that may be issued upon
obtaining appropriate evidence and indemnity in case
of loss, theft or destruction of Bond certificates |
| 3.
Denomination of each Bond: |
U.S.$5,228.58
only |
| 4.
Form of Bonds: |
Registered
Bonds |
| 5.Issue
price: |
100%
of the principal amount of the Bonds |
| 6.
Interest rate: |
The
Bonds bear no interest. |
| 7.
Redemption price: |
100%
of the principal amount of the Bonds |
| 8.
Maturity date: |
April
5, 2012 |
| 9.
Payment date: |
April
15, 2002 |
| 10.
Method of offering: |
Upon
the registration of the Bonds with the U.S. Securities
and Exchange Commission under the U.S. Securities
Act, Sony Corporation of America will purchase the
aggregate principal amount of the Bonds. |
| 11.
Matters concerning conversion: |
| (1)
Terms of conversion: |
| The
price at which each share of Common Stock of the Corporation
to be issued upon conversion of the Bonds (the "Conversion
Price") shall be initially 6,931 yen, and the number
of shares of Common Stock of the Corporation to be
issued upon conversion shall be determined by the
following formula. No request for the conversion of
the Bonds may be made in respect of part only of the
principal amount of a Bond or a Bond already called
for redemption. |
|
|
Amount
obtained by translating the aggregate of the
principal amount of the Bonds surrendered for
conversion by the holder thereof into yen at
the rate of exchange of U.S.$ 1 = 132.56 yen
|
| Number
of shares |
=
|
|
|
|
Conversion
Price
|
|
Provided, however, that any fraction
of a full share arising upon conversion will be disregarded
and no cash adjustment will be made therefor. |
(2) Adjustment of the Conversion Price:
The Conversion Price will be adjusted by the following formula in case the Corporation issues new shares of the Corporation after the issue of the Bonds at a consideration per share less than the current market price per share of common stock of the Corporation: |
| Conversion
Price adjustment |
=
|
Conversion
Price before adjustment |
x |
|
Number of shares
already issued |
+ |
Number
of new shares to be issued |
x |
Amount
to be paid per share |
|
| Current
market price per share |
|
|
| Number
of shares already issued |
+
|
Number
of new shares to be issued |
|
|
| The Conversion Price will also be appropriately adjusted in cases of stock split or consolidation of shares, issuance of rights to subscribe for or purchase shares of the Corporation (limited to those rights the issue price per share to be issued upon the exercise of which is less than the current market price per share of the Corporation at the issuance of such rights), and in certain other cases as provided for in the terms and conditions of the Bonds. |
(3)
The portion of the issue price of the shares issued
upon conversion which will not be accounted for as
stated capital:
The portion of the issue price of the shares issued
upon conversion of the Bonds which will not be accounted
for as stated capital shall be the amount of such
issue price less the amount which will be accounted
for as stated capital; the amount to be accounted
for as stated capital shall be one-half of such issue
price and any fraction less than 1 yen resulting from
such calculation shall be rounded up to the nearest
yen. |
(4)
Class of shares to be issued upon conversion:
Shares of Common Stock of the Corporation |
(5)
Period during which applications for conversion may
be made:
From April 16, 2002 to April 2, 2012 |
(6)
Place at which applications for conversion may be
accepted:
Sony Corporation of America |
(7)
Effectiveness of the conversion:
The conversion will become effective on the Conversion
Date (Japan time) specified as such in the Conversion
Notice. |
(8)Dividends
on shares issued upon conversion:
The first dividends or interim dividends on shares
issued upon conversion of the Bonds will be paid on
the assumption that such conversion took place on
April 1 in case the conversion of the Bonds becomes
effective during the period from April 1 to September
30 or on October 1 in case the conversion of the Bonds
becomes effective during the period from October 1
to March 31 of the following year. |
(9)
Payment for shares less than one unit of shares arising
from conversion:
In case any shares less than one unit of shares arise
as a result of conversion and the Corporation does
not issue the shares in accordance with the Commercial
Code of Japan or the Articles of Incorporation of
the Corporation, the payment therefor shall be made
in cash equivalent to current market price for the
shares less than one unit arising as a results of
conversion calculated based upon (1) above. |
(10)Method
of delivery of share certificates:
Share certificates will be delivered at the Corporate
Agency Department of the Head Office of UFJ Trust
Bank Limited promptly after all procedures for conversion
of the Bonds are completed. No share certificate shall
be issued in respect of shares less than one unit
pursuant to (9) above. |
12. Method of redemption
(1) The aggregate principal amount of the Bonds shall be redeemed on April 5, 2012.
(2) The Corporation may, at any time on or after the date immediately following the issue date of the Bonds, purchase the Bonds and have such purchased Bonds canceled. |
13.
Security or guarantee:
The Bonds are not secured by any mortgage, pledge
or other security interest nor by any assets reserved
for security for the Bonds and are not guaranteed.
|
| 14. The Bonds purchased by Sony Corporation of America will be sold to officers and employees of Sony Corporation of America and its affiliated companies under the Sony Corporation of America 2002 Stock Incentive Plan. |
