SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
UNIONBANCAL CORPORATION
(Name of Subject Company (Issuer))
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
A Wholly Owned Subsidiary of
MITSUBISHI UFJ FINANCIAL GROUP, INC.
(Name of Filing Person(s) (Offeror(s)))
Common Stock, par value $1.00 per Share
(Title of Class of Securities)
908906100
(CUSIP Number of Class of Securities)
Katsumi Hatao
Executive Officer & General Manager
Global Planning Division
7-1, Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-8388, Japan
81-3-3240-1111
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
Donald J. Toumey
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| N/A |
N/A |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | N/A | Filing Party: | N/A | |||||
| Form of Registration No. | N/A | Date Filed: | N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| x | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
Item 12. Exhibits
| (a)(1) | Joint press release issued by Mitsubishi UFJ Financial Group, Inc. (“MUFG”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) and UnionBanCal Corporation (“UNBC”) dated August 18, 2008. | |
| (a)(2) | English translation of a Japanese press release issued by MUFG and BTMU, dated August 18, 2008. | |