- Current report filing (8-K)
04 Noviembre 2008 - 12:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2008
UnionBanCal
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-15081
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94-1234979
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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400 California Street
San Francisco, CA 94104-1302
(Address of principal executive offices with zip
code)
(415) 765-2969
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective as of November 4, 2008, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (
BTMU
), a joint stock company (
kabushiki kaisha
) incorporated in Japan under the Commercial Code of Japan and a wholly-owned subsidiary
of Mitsubishi UFJ Financial Group, Inc., a joint stock company (
kabushiki kaisha
) incorporated in Japan under the Commercial Code of Japan (
MUFG
), completed its previously announced merger transaction with UnionBanCal
Corporation, a Delaware corporation (the
Company
), pursuant to which the Company became a wholly owned subsidiary of MUFG, pursuant to the Agreement and Plan of Merger, dated as of August 18, 2008, by and among the Company,
BTMU and Blue Jackets, Inc. (
Merger Sub
), a Delaware corporation and a wholly-owned subsidiary of BTMU (as such agreement may be amended or supplemented from time to time, the
Merger Agreement
). On
November 4, 2008, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the
Merger
), with the Company as the surviving corporation (the
Surviving Corporation
) and a
wholly-owned indirect subsidiary of MUFG. In the Merger, all outstanding shares of common stock, par value $1.00 per share (the
Shares
), issued and outstanding immediately prior to the effective time of the Merger (the
Effective Time
), other than such Shares owned by the Company, by MUFG or its affiliates, or by holders of Shares who have perfected appraisal rights, were cancelled and converted into the right to receive $73.50.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (
SEC
) by the
Company on August 19, 2008 (SEC File No. 001-15081), and is incorporated herein by reference thereto.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the
NYSE
) of the Companys intent
to remove the Shares from listing, and the Company expects the NYSE promptly to file with the Securities and Exchange Commission (the
SEC
) a Notification of Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act
), on Form 25, thereby effecting the delisting of the Shares from the NYSE.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective as of November 4, 2008, the Certificate of Incorporation and Bylaws of the Company (as the Surviving Corporation) are as set forth in Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated
herein by reference.
On November 4, 2008, the
Company, MUFG and BTMU issued a joint press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
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herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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3.1
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Certificate of Incorporation of the Company.
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3.2
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Bylaws of the Company.
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99.1
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Joint Press Release of the Company, MUFG and BTMU, dated November 4, 2008.
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 4, 2008
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UNIONBANCAL CORPORATION
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By:
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/s/ David I. Matson
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Name:
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David I. Matson
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Title:
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Vice Chairman and Chief Financial Officer
(Duly
Authorized Officer)
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4
EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
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Certificate of Incorporation of the Company.
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3.2
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Bylaws of the Company.
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99.1
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Joint Press Release of the Company, MUFG and BTMU, dated November 4, 2008.
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5
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