Rule 425

Filing under Rule 425 under

the U.S. Securities Act of 1933

Filing by: Mitsubishi Tokyo Financial Group, Inc.

Subject Company: UFJ Holdings, Inc.

MTFG SEC File No. 1-10277

 

Mitsubishi Tokyo Financial Group, Inc.

UFJ Holdings, Inc.

The Bank of Tokyo-Mitsubishi, Ltd.

UFJ Bank Limited

The Mitsubishi Trust and Banking Corporation

UFJ Trust Bank Limited

Mitsubishi Securities Co., Ltd.

UFJ Tsubasa Securities Co., Ltd.

 

Implementation of Joint Recruiting Activities among MTFG and UFJ Group Companies

 

Tokyo, November 11, 2004 — The Bank of Tokyo-Mitsubishi, Ltd. (BTM; President: Nobuo Kuroyanagi) and UFJ Bank Limited (UFJ Bank; President: Takamune Okihara), The Mitsubishi Trust and Banking Corporation (MTB; President: Haruya Uehara) and UFJ Trust Bank Limited (UFJ Trust Bank; President: Shintaro Yasuda), and Mitsubishi Securities Co., Ltd. (Mitsubishi Securities; President: Koichi Kane) and UFJ Tsubasa Securities Co., Ltd. (UFJ Tsubasa Securities; President: Kimisuke Fujimoto), which are subsidiaries of Mitsubishi Tokyo Financial Group, Inc. (MTFG; President and CEO: Nobuo Kuroyanagi) and UFJ Holdings, Inc. (UFJ; President and CEO: Ryosuke Tamakoshi), have decided to implement joint recruiting activities with respect to the hiring of new college graduates in 2006 in each of the commercial banking, trust banking, and securities business lines. Prior to the proposed management integration in October 2005, each business line will promote joint recruiting activities and will work to employ talented people with future promise.

 

1. Formation of Joint Recruiting Project Teams:

 

  • Joint recruiting project teams will be formed in each of the commercial banking, trust banking and securities business lines. All recruiting activities such as providing applicants with company information and recruiting information, and screening of the applicants will be performed jointly through such project teams.

 

2. Providing Information to New College Graduates:

 

  • Setting up joint recruiting web pages.

 

Joint web pages for recruiting will be set up for each of the commercial banking, trust banking and securities business lines.

 

  • Holding of joint company information briefing sessions.

 

Joint company information briefing sessions will be held by each of the commercial banking, trust banking and securities business lines as an opportunity to provide recruiting information to new college graduates. (Details will be provided on the “recruiting home page” etc.)

 

Contacts:

 

Mitsubishi Tokyo Financial Group, Inc.    Corporate Communications Office    (03)-3240-8149
UFJ Holdings, Inc.    Public Relations Department    (03)-3212-5460
The Bank of Tokyo-Mitsubishi, Ltd.    Public Relations Office    (03)-3240-2950
UFJ Bank Limited    Corporate Communications Department    (03)-3212-5460
The Mitsubishi Trust and Banking Corporation    Public Relations Section    (03)-6214-6044
UFJ Trust Bank Limited    Public Relations Office    (03)-3218-0775
Mitsubishi Securities Co., Ltd.    Public Relations Office    (03)-6213-6124
UFJ Tsubasa Securities Co., Ltd.    Public Relations Department    (03)-5222-8355

Filings with the U.S. SEC

 

Mitsubishi Tokyo Financial Group, Inc. (“MTFG”) may file a registration statement on Form F-4 (“Form F-4”) with the U.S. SEC in connection with the proposed management integration of UFJ Holdings, Inc. (“UFJ”) with MTFG. The Form F-4 (if filed) will contain a prospectus and other documents. If a Form F-4 is filed and declared effective, UFJ plans to mail the prospectus contained in the Form F-4 to its U.S. shareholders prior to the shareholders meeting at which the proposed business combination will be voted upon. The Form F-4 (if filed) and prospectus will contain important information about MTFG, UFJ, management integration and related matters. U.S. shareholders of UFJ are urged to read the Form F-4, the prospectus and the other documents that may be filed with the U.S. SEC in connection with the management integration carefully before they make any decision at the UFJ shareholders meeting with respect to the proposed business combination. The Form F-4 (if filed), the prospectus and all other documents filed with the U.S. SEC in connection with the management integration will be available when filed, free of charge, on the U.S. SEC’s web site at www.sec.gov. In addition, the prospectus and all other documents filed with the U.S. SEC in connection with the management integration will be made available to shareholders, free of charge, by calling, writing or e-mailing:

 

MTFG CONTACT:   UFJ CONTACT:
Mr. Hirotsugu Hayashi   Mr. Shiro Ikushima
26F Marunouchi Bldg.,   1-1 Otemachi 1-chome,
4-1 Marunouchi 2-chome,   Chiyoda-ku Tokyo 100-8114 Japan
Chiyoda-ku Tokyo 100-6326 Japan    
81-3-3240-9059   81-3-3212-5458
Hirotsugu_Hayashi@mtfg.co.jp   shiro_ikushima@ufj.co.jp

 

In addition to the Form F-4 (if filed), the prospectus and the other documents filed with the U.S. SEC in connection with the management integration, MTFG is obligated to file annual reports with, and submit other information to, the U.S. SEC. You may read and copy any reports and other information filed with, or submitted to, the U.S. SEC at the U.S. SEC’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public reference rooms in New York, New York and Chicago, Illinois. Please call the U.S. SEC at 1-800-SEC-0330 for further information on public reference rooms. Filings with the U.S. SEC also are available to the public from commercial document-retrieval services and at the web site maintained by the U.S. SEC at www.sec.gov.

 

Forward-Looking Statements

 

This communication contains forward-looking information and statements about MTFG, UFJ and their combined businesses after completion of the management integration. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although MTFG’s and UFJ’s management believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of UFJ securities are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of MTFG and UFJ, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public filings with the SEC and the local filings made by MTFG and UFJ, including those listed under “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” in the prospectus included in the registration statement on Form F-4 that MTFG may file with the U.S. SEC. Other than as required by applicable law, MTFG and UFJ do not undertake any obligation to update or revise any forward-looking information or statements.