UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of July, 2004
MITSUBISHI TOKYO FINANCIAL GROUP, INC.
(Translation of registrant’s name into English)
4 -1, Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-6326, Japan
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or
will file annual reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
Yes No X
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.
Date: July 16, 2004
| MITSUBISHI TOKYO FINANCIAL GROUP, INC. | ||
| By: |
/S/ Atsushi Inamura | |
| Name: |
Atsushi Inamura | |
| Title: |
Chief Manager, General Affairs | |
| Corporate Administration Division | ||
Mitsubishi Tokyo Financial Group, Inc.
UFJ Holdings, Inc.
Regarding the Management Integration of Mitsubishi Tokyo Financial Group and UFJ Group
Tokyo, July 16, 2004—Mitsubishi Tokyo Financial Group, Inc. (MTFG; President & CEO: Nobuo Kuroyanagi) and UFJ Holdings, Inc. (UFJ; President and CEO: Ryosuke Tamakoshi) announced today that they have agreed to commence discussions regarding a possible management integration in order to realize the goals set forth below. MTFG and UFJ will pursue discussions with the goal of reaching a basic agreement by the end of this month and completing the transaction during the first half of fiscal 2005.
1. Purpose of management integration
As the needs of customers in Japan and abroad diversify and become more sophisticated, MTFG and UFJ aim, through the management integration, to create a leading global comprehensive financial group that is competitive on a global basis, and to provide products and services of the highest quality.
The management integration will create a highly competitive group with a strong presence in the core financial business areas of banking, trust banking, securities, investment trusts, credit cards and consumer finance, leasing and other areas. Through the ability to offer products and services across these various businesses, we can create a much stronger organization that can respond flexibly and comprehensively to a wide range of diverse of customer needs.
Further, the two groups are complementary, both in terms of their branch networks and their operations. By leveraging the respective strengths of each group and creating synergies through the management integration, we will be able to take advantage of these efficiencies for strengthening our line-up of products and services for our customers.
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Specifically, we will be able to leverage our industry-leading domestic and overseas networks and our comprehensive financial services capabilities to further strengthen our ability to provide new ideas and strategies and competitive products to large corporate customers. With respect to medium- and small-sized corporate customers, we will strengthen our line-up of lending –related products and services and adopt a more regionally focused sales approach. With regard to individual customers, we will aim to improve customer convenience through the provision of ‘one-stop shopping’ while fully mobilizing our combined strengths to provide high quality products and services matched to the life stages of customers. In these ways, as a truly dependable comprehensive financial services group, we aim to contribute to the prosperity of our customers, society and the economy and to raise shareholder value.
2. Memorandum of Understanding
In connection with the commencement of discussions regarding management integration, the two groups have signed a memorandum of understanding regarding the following basic points of agreement.
| • | Founded on the key principles of trust and reliability, and through improved and strengthened corporate governance, the purpose of management integration of the two groups is to raise corporate value and create a significantly stronger comprehensive financial services group, and to contribute to the prosperity of their customers in Japan and abroad, of society and of the economy. |
| • | The two groups will commence discussions for the management integration of MTFG and UFJ and will also discuss MTFG’s cooperation in strengthening UFJ’s capital. |
| • | All efforts will be made to reach a basic agreement on the specific details of the management integration and the strengthening of UFJ’s capital by the 31st of July 2004. |
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Outline of Companies (1)
(As of March 31, 2004)
| Mitsubishi Tokyo Financial Group, Inc. |
UFJ Holdings, Inc. | |||||||
| Date of establishment |
April 2, 2001 | April 2, 2001 | ||||||
| Registered Head Office |
4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-6326, Japan | 5-6, Fushimimachi 3-Chome, Chuo-ku, Osaka-shi, Osaka 541-0044, Japan | ||||||
| Representative |
Nobuo Kuroyanagi, President & CEO | Ryosuke Tamakoshi, President & CEO | ||||||
| Shareholders’ capital |
Yen 1,258 billion | Yen 1,000 billion | ||||||
| Total shares outstanding |
6,572 thousand | 5,824 thousand | ||||||
| Ordinary shares |
6,476 thousand | 5,098 thousand | ||||||
| Preferred shares |
96 thousand | 731thousand | ||||||
| Major shareholders |
Name |
Percentage held of total shares in issue |
Name |
Percentage held of total shares in issue | ||||
| Japan Trustee Services Bank, Ltd. (Trust account) |
6.32% | State Street Bank and Trust Company 505010 |
5.30% | |||||
| Master Trust Bank of Japan, Ltd. (Trust account) |
4.78% | Japan Trustee Services Bank, Ltd. (Trust account) |
4.93% | |||||
| State Street Bank and Trust Company |
3.31% | Master Trust Bank of Japan, Ltd. (Trust account) |
4.34% | |||||
| Hero & Co. |
2.75% | State Street Bank and Trust Company |
2.89% | |||||
| Meiji Yasuda Life Insurance Company (Pension trust account) |
2.70% | Nippon Life Insurance Company |
2.74% | |||||
| The Tokio Marine and Fire Insurance Co., Ltd. |
2.26% | Toyota Motor Corporation |
2.69% | |||||
| Number of outlets*1 |
396 | 485 | ||||||
| In Japan |
315 | 459 | ||||||
| (East/Central/West Japan) |
(245 / 12 / 58) | (172 / 128 / 159) | ||||||
| Overseas |
81 | 26 | ||||||
| Number of employees (consolidated base)*2 |
43,627 | 34,269 | ||||||
Note 1. For MTFG this figure comprises the combined outlets of The Bank of Tokyo-Mitsubishi, Ltd. and The Mitsubishi Trust and Banking Corporation; for UFJ Holdings it comprises the combined outlets of UFJ Bank Limited and UFJ Trust Bank Limited.
Note 2. Includes employees at overseas offices, but does not include part-time or temporary staff.
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Outline of Companies (2)
(As of March 31, 2004; in billions of yen)
| Mitsubishi Tokyo Financial Group, Inc. |
UFJ Holdings, Inc. |
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| Consolidated |
The Bank of Tokyo-Mitsubishi, Ltd. (non-consolidated) |
The Mitsubishi Trust and Banking Corporation (non-consolidated) |
Consolidated |
UFJ Bank Limited (non-consolidated) |
UFJ Trust Bank (non-consolidated) |
|||||||||||||
| Total assets |
106,615.4 | 76,437.4 | 19,364.2 | 82,134.4 | 70,712.5 | 6,097.8 | ||||||||||||
| Deposits |
66,097.5 | 51,819.4 | 10,844.7 | 52,975.7 | 48,813.9 | 3,112.0 | ||||||||||||
| Of which retail deposits*1 |
33,402.3 | 26,667.9 | 6,734.4 | 26,754.3 | 24,597.3 | 2,156.9 | ||||||||||||
| Loans |
46,590.1 | 34,816.6 | 8,573.1 | 42,462.6 | 37,876.3 | 3,274.4 | ||||||||||||
| Loans to small and medium sized companies*2 |
12,227.3 | 9,530.0 | 2,697.3 | 16,088.0 | 14,877.5 | 1,210.5 | ||||||||||||
| Retail loans*2 |
8,345.4 | 7,798.9 | 546.4 | 10,959.8 | 10,273.5 | 686.3 | ||||||||||||
| Percentage of loans to small and medium businesses |
51.8 | % | 56.4 | % | 35.9 | % | 67.5 | % | 69.9 | % | 46.4 | % | ||||||
| Net assets |
4,295.2 | 3,142.2 | 978.5 | 1,665.0 | 1,577.9 | 383.2 | ||||||||||||
| Trust assets*3 |
55,876.3 | — | 55,876.3 | 36,184.8 | — | 36,184.8 | ||||||||||||
| Gross business profit*4 |
1,763.5 | 925.3 | 329.0 | 1,625.2 | 1,198.2 | 164.1 | ||||||||||||
| Net business profit*4 |
793.1 | 466.8 | 188.0 | 921.5 | 708.1 | 86.4 | ||||||||||||
| BIS capital ratio*5 (consolidated base) |
12.95 | % | 11.97 | % | 15.03 | % | 9.24 | % | 8.36 | % | 12.87 | % | ||||||
Note 1. For MTFG, this consolidated figure comprises the sum of retail deposits at The Bank of Tokyo-Mitsubishi, Ltd. and The Mitsubishi Trust and Banking Corporation; for UFJ Holdings, it comprises the sum of retail deposits of UFJ Bank Limited and UFJ Trust Bank Limited.
Note 2. For MTFG, this consolidated figure comprises the sum of loans at The Bank of Tokyo-Mitsubishi, Ltd. and The Mitsubishi Trust and Banking Corporation; for UFJ Holdings, it comprises the sum of loans at UFJ Bank Limited (including UFJ strategic Partners) and UFJ Trust Bank Limited. The percentage of total loans that are loans to small and medium businesses is calculated from the total amount of retail loans and loans to small and medium businesses within the domestic network.
Note 3. The figures include Trust Assets under Service-Shared Co-Trusteeship.
Note 4. The non-consolidated figures for UFJ Bank Limited and UFJ Trust Bank Limited include UFJ Strategic Partners, UFJ Equity Investments and UFJ Trust Equity.
Note 5. Figures for subsidiary banks are on consolidated basis, while UFJ Trust adopts domestic standard (12.34%), the international Standard is applied to the calculation of the figure given here.
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Reference: Outline of Group companies
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Reference:
Lending portfolios (As at end March 2004)
Since over half (53%) of MTFG’s lending is to large companies, etc or overseas borrowers and UFJ’s lending is weighted towards medium- and small-sized companies and individuals (64%), the management integration will enable us to create a balanced portfolio.
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Note: MTFG figures are the sum of the non-consolidated figures of BTM and MTBC (Banking accounts + Trust accounts). UFJ figures are the sum of the non-consolidated figures of UFJ Bank (including two separated subsidiaries) and UFJ Trust Bank (Banking accounts + Trust accounts).
Domestic and overseas networks (As at end March 2004)
77% of MTFG’s domestic branches are concentrated in Eastern Japan while in contrast UFJ is more balanced with 28% of its branches in Central Japan and 34% in Western Japan. MTFG has the leading overseas network among Japanese banks with 81 locations. Integration of the two groups should thus be highly complementary.
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Note: For MTFG, this figure comprises the sum of The Bank of Tokyo-Mitsubishi, Ltd. and The Mitsubishi Trust and Banking Corporation; for UFJ Holdings, it comprises the sum of UFJ Bank Limited and UFJ Trust Bank Limited.
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