April 28, 2005
Robert E. Hand, Esquire
General Counsel and Director of Public Affairs
Legal and Compliance Office for the Americas
The Bank of Tokyo-Mitsubishi Ltd.
1251 Avenue of the Americas
New York, New York 10020
Re: Registration Statement on Form F-4
Filed April 11, 2005
File No. 333-123136
Dear Mr. Hand:
We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. As we requested in comment 41 of our letter dated April 1,
2005,
please file all exhibits, including the merger agreement, and make
related disclosure in the registration statement as soon as
possible.
Please allow sufficient time for us to review these documents and
related disclosure and for you to revise the registration
statement
in response to our comments.
2. Please disclose the material projections that UFJ provided to
Mitsubishi.
Cover Page
3. As previously requested, please provide the information
required
by Item 501 of Regulation S-K for the Class 8 preferred shares,
including the number to be issued.
Summary- pages 6-12
4. As we requested in comment 2 of our letter dated April 1, 2005,
please comply with Item 3 (i) of Form F-4 by disclosing the status
of
regulatory requirements and approvals in connection with the
transaction. We note differences in your disclosure on page 90.
5. Please revise your disclosure in the second and third full
paragraphs on page 9 to include the stock owned by the companies`
executive officers, as we requested in comment 5 of our letter
dated
April 1, 2005. In addition, briefly discuss how executive
officers
and the affiliates of each entity will be affected by the merger
in
terms of financial or other benefits.
6. Please revise your disclosure of management, on page 10, to
reflect your press release of April 20, 2005 including the number
of
directors and managing officers from each company.
7. Please clarify, on page 11, whether or not shareholders have
opposition rights under the Commercial Code of Japan (rather than
stating that they "may" have such rights) provided they comply
with
the procedural requirements.
Risk Factors, page 15
8. A prominent risk factor would appear to be the possibly taxable
nature of the transaction for United States holders.
Discussions of Transfer of UFJ Trust to Sumitomo Trust & Banking
Co.
Ltd. - page 63
9. As we requested in comment 21 of our letter dated April 1,
2005,
please disclose the basic terms of the proposed transaction,
including the specific financial terms.
Determination of UFJ Holdings` Board of Directors- pages 67-69
10. As previously requested, the board should specifically each
analysis in the advisors` opinions that does not support fairness
and
explain why, in light of such analysis, it is recommending the
transaction.
11. Please disclose the factors, if any, that not recommend the
merger, e.g., the possibly taxable nature of the transaction for
United States holders.
Opinion of Merrill Lynch - pages 69-73
12. As previously requested, please disclose in the prospectus
that
Merrill Lynch has consented to the use of its opinion in the
prospectus. The same comment applies to JPMorgan. The staff
notes
the consents filed as exhibits.
13. Please revise the section, on page 72 regarding fees to
disclose
the fees consistently using the same currency.
Opinion of JPMorgan - pages 73-76
14. Please revise the section, on page 76, regarding fees to
disclose
the fees consistently using the same currency.
Opposition Rights of Appraisal - page 94
15. Please clarify whether, under Japanese law, the demand must be
transmitted or whether it must be received within 20 days.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations of UFJ Holdings - pages 229-281
16. Please provide more detail on page 230 regarding the
regulatory
findings that you "need to strengthen operations and internal
controls." Provide detail as to how and when you responded
including how and when you changed your operations and internal
controls.
* * * * * * * * * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Sharon M. Johnson at (202) 942-2961 or Joyce
A.
Sweeney at 202-942-1939 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Jonathan E. Gottlieb at (202) 942-2901 or me at (202) 942-1874
with
any other questions.
Sincerely,
Mark Webb
Legal Branch Chief
cc Mark S. Bergman, Esquire
Tong Yu, Esquire
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Fukoku Seimei Building, 2d Floor
2-2 Uchisaiwaicho 2- chome
Chiyoda-ku, Tokyo 100-0011, Japan
April 28, 2005 Page 1 of 5