May 13, 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 May 2, 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.
Summary- pages 6-15
1. Please revise the section entitled "Conditions to the Merger,"
on
page 11, to reflect the unilateral right to terminate as set forth
in
section 57 of the Integration Agreement.
Determination of UFJ Holdings` Board of Directors, page 70
2. As previously requested, the board should specifically note
each
analysis that does not support the fairness determination. The
Net
Income (2006 Estimated-IBES) Contribution Analysis, the Net Income
(2007 Estimated-IBES) Contribution Analysis, the Net Income (2006
Estimated-Company) Contribution Analysis, and the Net Income (2007
Estimated-Company) Contribution Analysis do not appear to support
the
recommendation.
Advice of UFJ Holdings` Financial Advisors- pages 72-80
3. Please revise this section as follows:
* disclose, on page 75, the amount of expenses paid to Merrill in
this transaction and the aggregate paid during the past three
fiscal
years;
* disclose, on page 75, in US dollars the amount of investments
and
profits; and
* disclose, on page 79, the amount of expenses paid to JPMorgan
during the past three fiscal years.
Exhibit 8.2
4. Please either refile the opinion the date you request
effectiveness, or delete the language about not updating.
5. You can limit reliance on your opinion with regard to purpose,
but
not person. Please revise.
* * * * * * * * * * * * *
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
May 13, 2005 Page 1 of 4