This press release relates to a proposed business combination which involves
the securities of a foreign company. It is subject to disclosure requirements of aforeign country that are different from those in the United States. Financial
statements included in the document, if any, have been prepared in accordance withforeign accounting standards that may not be comparable to the financial
statements of United States companies.
It may be difficult for any U.S. shareholder to enforce his rights and any
claim he may have arising under the federal securities laws, since the issuer islocated in a foreign country, and some or all of its officers and directors may beresidents of a foreign country. Such U.S. shareholder may not be able to sue aforeign company or its officers or directors in a foreign court for violations of theU.S. securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.

April 25, 2002
To Whom It May Concern:
Company Name: TOKYU CORPORATIONName of Representative Director: Kiyofumi Kamijo, President & Representative Director(Code No.9005, Tokyo Stock Exchange, FirstSection)
Company Name: TOKYU CAR CORPORATIONName of Representative Director: Takeo Momose, President(Code No.7123, Tokyo Stock Exchange, First Section,
Osaka Stock Exchange, First Section)

Notice of Tokyu Car Corporation Becoming
A Wholly-owned Subsidiary through Share Exchange
We hereby notify (i) that the Boards of Directors of Tokyu Corporation(hereinafter “Tokyu”) and Tokyu Car Corporation (hereinafter “TCC”) resolved inmeetings both held on April 25, 2002 to make TCC a wholly-owned subsidiary of Tokyu
through a share exchange and (ii) that the two companies executed a Memorandum ofUnderstanding for such purpose.
A Share Exchange Agreement is scheduled to be executed in late May 2002, andwill be subject to shareholder approval at the respective annual general meetings ofshareholders of Tokyu and TCC scheduled for late June 2002. The share exchange isscheduled to take place on October 1, 2002.

1

Description
1. Purposes of making TCC a wholly-owned subsidiary through share exchange
In line with the adoption of the “Tokyu Group Management Policy” in April 2000
and the drastic reexamination of the management system of the group in order tomaximize shareholder value, Tokyu has been promoting the reorganization of its
businesses (including the hotel business, the freight transportation business and thebuilding management business) under the “selection and concentration” policy and has
also been pursuing various strategies to maintain the growth of the company such asreevaluating the functions of train stations, promoting its media businesses and entering
the real estate investment trust business.
TCC began its operations by primarily restoring Tokyu's war-damaged railroadvehicles, and expanded its business by focusing on the manufacture and sales of railroad
vehicles, special equipment cars and parking systems. Over the past several years,
however, TCC continued to show an operating loss due to declining profits caused bydecreasing demand in the transportation industry and falling sale prices. TCC has madeefforts to increase management efficiency by slimming down excessive production
facilities and reduc ing supply costs. However, the following aspects led the managementof both Tokyu and TCC to conclude that making TCC a wholly-owned subsidiary ofTokyu is most appropriate.
1. The need to rapidly restructure the business organization in order to concentrate
on TCC's stronger businesses
2. Potential improvement of the value of the group enterprise through the effective
use of the managerial resources of TCC
3. The need to proceed with rapid decision making by management in accord withthe total business strategy of the Tokyu group
From hereon, Tokyu and TCC will grapple with business restructuring issues witha “selection and concentration” approach--the executive policy of Tokyu groupmanagement. In particular, the technology of TCC and its know-how will beconcentrated in industries in which synergies with the core business of the group will beobtainable, which would enable a management system that is flexible enough and capableof actively answering the needs of the client and adapting to change s in the businessenvironment. Moreover, this plan makes effective use of the managerial resources ofTCC across the Tokyu group, working towards the improvement in value of the group
enterprise as a whole.
2. Terms and conditions of share exchange(1) Schedule for share exchange

2April 25, 2002

April 25, 2002

Late May 2002 (tentative )Late May 2002 (tentative )Late June 2002 (tentative )October 1, 2002

Approval of the Memorandum ofUnderstanding regarding the Share
Exchange by the board of directors of bothcompanies
Execution of the Memorandum ofUnderstanding regarding the Share
Exchange
Approval of the Share Exchange Agreementby the board of directors of both companies
Execution of the Share Exchange
Agreement
Annual general shareholders' meeting ofboth companies to approve the Share
Exchange Agreement
Date of execution of the share exchange(2) Conversion rate for share exchangeName of company
TOKYU(Wholly-owningparent company)
Conversion rate ofshares
1TCC(Wholly-owned subsidiary)

0.167(Note) 1. Conversion rate of shares:
0.167 shares of Tokyu stock will be exchanged for each one (1) share of
TCC stock and distributed to each existing shareholder of TCC(excluding Tokyu).
2. Basis of calculation of conversion rate for share exchange :The conversion rate for the share exchange has been calculated by
KPMG Corporate Finance K.K. for Tokyu and by Mizuho Securities
Co., Ltd. for TCC. Taking the results of those calculations into
consideration, Tokyu and TCC determined and agreed upon the aboverate.
3. Results, methods, and bases of calculation by third parties:
KPMG Corporate Finance K.K. primarily used a method called the“break-up value analysis,” while broadly taking into account the values
calculated by using among others the market value method, discounted
cash flow formula (DCF), and adjusted book value method, to calculate
the estimated value of the shareholders’ equity of both companies andcomputed the conversion rate for the share exchange accordingly.
Mizuho Securities Co., Ltd. primarily used the market value method
while broadly taking into account the values calculated by using
discounted cash flow formula (DCF), comparable peer company
3

analysis to analyze the fair value of the stocks of both companies, andbased its calculation of the rate of share exchange upon the results ofsuch analysis.
4. Number of new shares to be issued pursuant to share exchange :The number of new shares to be issued pursuant to the share exchange
is to be decided.

4

3. Outline of the parties involved in the share exchange(1) Trade name

Tokyu
(Wholly-owning parent company)(As of September 30, 2001)(2) Line of business
Railroad business, real estatebusiness, hotel business(3) Date of incorporation
September 2, 1922
(4 ) Headquarters Location
5-6 Nampeidai-cho,(registered office)Shibuya-ku,Tokyo(5) Name ofPresident and Representative Director
Representative
Kiyofumi Kamijo(6) Capital(7) Number of issued andoutstanding shares(8) Shareholders’ equity(9) Total assets

TCC(Wholly-owned subsidiary)(As of September 30, 2001)
Railroad vehicles, special
equipment cars, parking systems
August 23, 1948
3-1 Ookawa, Kanazawa-ku,
Yokohama, Kanagawa
President
Takeo Momose

108,819 million yen

14,047 million yen

1,123,885 thousand shares
257,894 million yen
1,559,008 million yen

123,367 thousand shares
25,456 million yen
71,678 million yen(10) Fiscal year end
March 31
March 31(11) Number of
3,996
1,146
employees(12) Names and shareholding The Dai-Ichi Mutual Life Insurance Tokyu Corporation
17.07%
percentages of majorCompany
7.34%
shareholders
Nippon Life Insurance Company The Taiyo Mutual Life Insurance Co.
7.10%
4.51%
The Chuo Mitsui Trust and Banking Keihin Electric Express Railway
Co., Ltd.
3.30%
Co., Ltd 4.34%
The Industrial Bank of Japan, Ltd.
The Asahi Bank, Ltd.
3.00%
4.00%
The Toyo Trust & Banking
The Chuo Mitsui Trust and Banking
Company,Limited. (Trust AccountCo., Ltd.
Unit A) 2.80%
3.16%(13) Correspondent banks The Bank of Tokyo-Mitsubishi, Ltd.
The Asahi Bank, Ltd.
The Chuo Mitsui Trust and Banking
The Chuo Mitsui Trust and Banking
Co., Ltd.
Co., Ltd.
and others
And others(14)Capital Relationships Tokyu holds 17.07% of all issued and outstanding TCC shares, and TCC holds
between parties
0.52% of all issued and outstanding Tokyu shares.

54. Business performance for the last three fiscal years(million yen)
TCC
(Wholly-owned subsidiary)Fiscal Year

Tokyu
(Wholly-owningparent company)
FY ended FY ended FY ended FY ended FY ended FY ended
March
March
March
March
March
March
1999
2000
2001
1999
2000
2001

Operating Revenues
Operating income
Recurring income
Net income
Net income per share(yen)Annual dividend pershare (yen)Shareholders' equity
per share (yen)301,977
50,37332,8909,501

282,691
53,922
31,026
6,306

292,499
46,33318,443
6,997

47,13057,157

49,951− 5,621− 6,271− 1,893− 6,463− 1,742− 6,071− 7,939− 3,267− 3,540

8.65

5.74

6.37

− 14.12− 64.36− 28.70

5.00

5.00

5.00

---

219.91220.57226.55300.34235.98221.51

5. Post-share exchange outlook(1) Trade name, line of business, headquarters location, and corporate representative
There will be no change in the trade name, line of business, headquarters location, orcorporate representative of both companies from the corresponding entries found in“3. Outline of the parties involved in the share exchange.”(2) Amount of capital
Tokyu's increase of capital and capital reserve has not been determined yet.
(3) Effects on business performance
TCC is currently an affiliate of Tokyu to which the equity method is applicable. It will
become a consolidated subsidiary of Tokyu, beginning second half of FY ending
March 2003. Accordingly, at such time, TCC's Operating Revenues and operating
income, etc. will be reflected in the consolidated business performance of Tokyu.
We believe that TCC's transition to a wholly-owned subsidiary of Tokyu willreinforce the restructuring process of TCC, increase management efficiency and theeffective use of managerial resources and ultimately enhance and stabilize theconsolidated business performance of Tokyu.

6Inquiries may be directed to:
TOKYU CORPORATION
Yoshihiro Yasuda, Atsushi Shinbori, Public Relations Division(Telephone: 03-3477-6086) or
Kazuyoshi Kashiwazaki,Acounting Section,Finance and Accounting Division(Telephone: 03-3477-6168)

TOKYU CAR CORPORATION
Takayuki Kobayashi, Kouichirou Sakata, Public Relations Department(Telephone: 03-5431-1053) orTadao Yoshida, Finance and Accounting Department(Telephone: 045-701-5711)

7