-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BLskBaAWagSSaK8H65+PxVYuLZobNTUZylZFobPZHqUD6FokRsTg3s8KvOD/YLkk Cha8Fp+vvkucQbEC/90itA== 0000950142-08-000262.txt : 20080204 0000950142-08-000262.hdr.sgml : 20080204 20080204151719 ACCESSION NUMBER: 0000950142-08-000262 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 GROUP MEMBERS: MITSUBISHI UFJ ASSET MANAGEMENT CO., LTD. GROUP MEMBERS: MITSUBISHI UFJ FINANCIAL GROUP, INC. GROUP MEMBERS: MITSUBISHI UFJ TRUST AND BANKING CORPORATION GROUP MEMBERS: THE BANK OF TOKYO - MITSUBISHI UFJ, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCAL CORP CENTRAL INDEX KEY: 0001011659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941234979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48533 FILM NUMBER: 08572080 BUSINESS ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 BUSINESS PHONE: 4157652969 MAIL ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MITSUBISHI UFJ FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000067088 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7-1 MARUNOUCHI 2-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-8330 BUSINESS PHONE: 2125301784 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 14F STREET 2: CF BTM PLANNING OFFICE ATTN. HORIKOSHI CITY: NEW YORK STATE: NY ZIP: 10020-1104 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF TOKYO MITSUBISHI LTD /ADR/ DATE OF NAME CHANGE: 20010402 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI BANK LTD /ADR/ DATE OF NAME CHANGE: 19920929 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI TOKYO FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920929 SC 13G/A 1 sc13ga9_unionbancal.htm AMENDMENT NO. 9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

UnionBanCal Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

908906100

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o   :  Rule 13d-1(b)

o   :  Rule 13d-1(c)

x  :  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 



CUSIP NO. 908906100

 

 

1

NAME OF REPORTING PERSON

 

Mitsubishi UFJ Financial Group, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)

(b)

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Tokyo, Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

90,255,980

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

90,255,980

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,255,980

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ( 9)

 

65.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

Page 2 of 13

 



CUSIP NO. 908906100

 

 

1

NAME OF REPORTING PERSON

 

The Bank of Tokyo–Mitsubishi UFJ, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)

(b)

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Tokyo, Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

90,217,308

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

90,217,308

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,217,308

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ( 9)

 

65.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

Page 3 of 13

 



CUSIP NO. 908906100

 

 

1

NAME OF REPORTING PERSON

 

Mitsubishi UFJ Trust and Banking Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)

(b)

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Tokyo, Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

30,272

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

30,272

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,272

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ( 9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

Page 4 of 13

 



CUSIP NO. 908906100

 

 

1

NAME OF REPORTING PERSON

 

Mitsubishi UFJ Asset Management Co., Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)

(b)

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Tokyo, Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

8,400

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

8,400

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ( 9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

Page 5 of 13

 



CUSIP NO. 908906100

 

 

ITEM 1

 

(a)

Name of Issuer

UnionBanCal Corporation

 

(b)

Address of Issuer’s Principal Executive Offices

400 California Street, San Francisco, California 94104-1476, U.S.A.

ITEM 2

 

(a)

Names of Persons Filing

Mitsubishi UFJ Financial Group, Inc. (“MUFG”)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”)

Mitsubishi UFJ Trust and Banking Corporation (“MUTB”)

Mitsubishi UFJ Asset Management Co., Ltd. (“MUAM”)

 

(b)

Address of Principal Business Office or, if none, Residence

MUFG:

7-1 Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-8330, Japan

BTMU:

7-1 Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-8388, Japan

MUTB:

4-5 Marunouchi 1-chome, Chiyoda-ku

Tokyo 100-8212, Japan

MUAM:

4-5 Marunouchi 1-chome, Chiyoda-ku

Tokyo 100-8212, Japan

 

(c)

Citizenship

Not applicable.

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

908906100

 

Page 6 of 13

 



CUSIP NO. 908906100

 

 

ITEM 3

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b) o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c) o

Insurance company as fined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e) o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f) o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g) o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h) o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

ITEM 4

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For MUFG

 

(a)

Amount Beneficially Owned:

90,255,980

 

(b)

Percent of Class:

65.48%

 

(c)

Number of shares as to which the person has:

 

 

(i) Sole power to vote or to direct the vote:

90,255,980

 

(ii) Shared power to vote or to direct the vote:

-0-

 

(iii) Sole power to dispose or to direct the disposition of:

90,255,980

 

(iv) Shared power to dispose or to direct the disposition of:

-0-

 

For BTMU

 

(a)

Amount Beneficially Owned:

90,217,308

 

(b)

Percent of Class:

65.45%

 

(c)

Number of shares as to which the person has:

 

 

(i) Sole power to vote or to direct the vote:

90,217,308

 

(ii) Shared power to vote or to direct the vote:

-0-

 

 

Page 7 of 13

 



CUSIP NO. 908906100

 

 

 

(iii) Sole power to dispose or to direct the disposition of:

90,217,308

 

(iv) Shared power to dispose or to direct the disposition of:

-0-

 

For MUTB

 

(a)

Amount Beneficially Owned:

30,272

 

(b)

Percent of Class:

0.02%

 

(c)

Number of shares as to which the person has:

 

 

(i) Sole power to vote or to direct the vote:

30,272

 

(ii) Shared power to vote or to direct the vote:

-0-

 

(iii) Sole power to dispose or to direct the disposition of:

30,272

 

(iv) Shared power to dispose or to direct the disposition of:

-0-

 

For MUAM

 

(a)

Amount Beneficially Owned:

8,400

 

(b)

Percent of Class:

0.01%

 

(c)

Number of shares as to which the person has:

 

 

(i) Sole power to vote or to direct the vote:

8,400

 

(ii) Shared power to vote or to direct the vote:

-0-

 

(iii) Sole power to dispose or to direct the disposition of:

8,400

 

(iv) Shared power to dispose or to direct the disposition of:

-0-

ITEM 5

Ownership of Five Percent or Less of a Class

 

Not applicable.

ITEM 6

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

ITEM 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

As of December 31, 2007, MUFG beneficially owns 90,255,980 shares indirectly through its subsidiaries as follows: BTMU holds 90,217,308 shares; MUTB holds 30,272 shares; and MUAM holds 8,400 shares. As of the same date, no pecuniary interest, as defined in Rule 16a-1 under the U.S. Securities Exchange Act of 1934, is held or shared by MUFG, MUTB or MUAM with respect to the 30,272 shares held by MUTB or the 8,400 shares held by MUAM.

 

Page 8 of 13

 



CUSIP NO. 908906100

 

 

ITEM 8

 

Identification and Classification of Members of the Group

Not applicable.

ITEM 9

Notice of Dissolution of Group

Not applicable.

ITEM 10

Certification

Not applicable.

 

Page 9 of 13

 



CUSIP NO. 908906100

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 4, 2008

 

MITSUBISHI UFJ FINANCIAL GROUP, INC.

 

By:     /s/ Takami Onodera            

Name: Takami Onodera

Title: General Manager, Credit & Investment Management Division

 

 

Page 10 of 13

 



CUSIP NO. 908906100

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 4, 2008

 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 

By:     /s/ Akira Kamiya                

Name: Akira Kamiya

Title: Executive Officer & General Manager, Global Planning Division

 

 

Page 11 of 13

 



CUSIP NO. 908906100

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 4, 2008

 

MITSUBISHI UFJ TRUST AND BANKING CORPORATION

 

By:     /s/ Koji Kawakami            

Name: Koji Kawakami

Title: Deputy General Manager of Trust Assets Planning Division

 

 

Page 12 of 13

 



CUSIP NO. 908906100

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 4, 2008

 

MITSUBISHI UFJ ASSET MANAGEMENT CO., LTD.

 

By:     /s/ Katsutoshi Edamura      

Name: Katsutoshi Edamura

Title: General Manager of Risk Management Division

 

 

Page 13 of 13

 

 

 

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