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 March, 2003 ----------------- 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: March 6, 2003 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. Notice concerning the number of shares to be issued with respect to the issuance of new shares in the offering Tokyo, March 6, 2003---Mitsubishi Tokyo Financial Group, Inc. (MTFG; President: Shigemitsu Miki) announces that the number of shares to be issued by purchase option exercised by the U.S. Underwriters and the International Underwriters of their purchase options, as stated below. Shares to be issued by purchase option exercised by the U.S. Underwriters and ----------------------------------------------------------------------------- the International Underwriters ------------------------------ U.S. Offering 10,000 shares International Offering 24,000 shares For further information, please contact: Kohei Tsushima, General Manager, Public Relations Office Tel: 81-3-3240-8149 Not to Be Circulated in the United States. These materials are not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. Public offering of securities to be made in the United States has been and will be made by means of a prospectus that may be obtained from the Company. Such prospectus contains detailed information about the Company and management, as well as financial statements. A part of the proposed offering has been registered in the United States under a registration statement filed under the U.S. Securities Act of 1933. (Reference information) 1. The number of shares to be issued in the offering 454,000 new shares of common stock which is the sum of (1) and (2) below (1) 420,000 new shares to be underwritten by underwriters in each of the Japanese, the U.S. and the International Offering; Japanese Public Offering 250,000 shares U.S. Offering 50,000 shares International Offering 120,000 shares (2) 34,000 new shares to be issued by purchase option exercised by the U.S. and the International Underwriters below; U.S. Offering 10,000 shares International Offering 24,000 shares 2. Outstanding shares Current outstanding shares Common stock 5,742,467.72 shares Class 1 preferred shares 81,400 shares Class 2 preferred shares 100,000 shares Total 5,923,867.72 shares Number of shares to be newly issued Common stock 454,000 shares Outstanding shares after issuing new shares Common stock 6,196,467.72 shares Class 1 preferred shares 81,400 shares Class 2 preferred shares 100,000 shares Total 6,377,867.72 shares Not to Be Circulated in the United States. These materials are not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. Public offering of securities to be made in the United States has been and will be made by means of a prospectus that may be obtained from the Company. Such prospectus contains detailed information about the Company and management, as well as financial statements. A part of the proposed offering has been registered in the United States under a registration statement filed under the U.S. Securities Act of 1933.