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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 22, 1996
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UNIONBANCAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-28118 94-1234979
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification Number)
350 California Street
San Francisco, CA 94104-1476
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (415) 445-0211
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4(b). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As previously reported in the Form 8-K filed on April 1, 1996, Union Bank and
BanCal Tri-State Corporation combined on April 1, 1996 with Union Bank
renamed UnionBanCal Corporation as the surviving entity (the "Registrant").
Following the combination, the Audit Committee of the Registrant met with the
auditors of both Union Bank and BanCal Tri-State Corporation and, on May 10,
1996, selected Deloitte & Touche LLP to be the auditors for the Registrant
subject to ratification by the Board of Directors which occurred on May 22,
1996.
In January 1994 and January 1995, Arthur Andersen LLP rendered reports on the
financial statements of Union Bank for the years ended December 31, 1993 and
1994, respectively, which reports were qualified as to Union Bank's charge
directly to shareholders' equity of the goodwill associated with an
acquisition in 1988 and the resulting effect on subsequently issued financial
statements. In the third quarter of 1995, Union Bank retroactively reinstated
the goodwill and restated its financial statements to conform with generally
accepted accounting principles. The reports of Arthur Andersen LLP on the
Union Bank financial statements for 1994 following the restatement and for
1995 did not contain an adverse opinion or a disclaimer of opinion nor were
they modified by reason of any uncertainty, or qualified by reason of any
audit scope limitation or accounting principle. There were no disagreements
between Arthur Andersen LLP and Union Bank during 1994, 1995 or the period
through April 1, 1996 or the Registrant from April 1, 1996 through May 10,
1996. Arthur Andersen has not advised the Registrant of any reportable events
during such periods.
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ITEM 7. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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16 Letter from Arthur Andersen LLP dated May 28, 1996
to the Securities and Exchange Commission.
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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 hereunto duly authorized.
UNIONBANCAL CORPORATION
(Registrant)
Dated: May 22, 1996 By: /s/ TAKAHIRO MORIGUCHI
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Takahiro Moriguchi
Vice Chairman of the Board
and Chief Financial Officer
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EXHIBIT 16
ARTHUR ANDERSEN LLP
633 WEST FIFTH STREET
LOS ANGELES, CA 90071-2008
213 614 6500
May 28, 1996
Mr. Michael H. Sutton
Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Mr. Sutton:
This letter serves to confirm that we have read Item 4b included in the
attached Form 8-k dated May 22, 1996 of UnionBanCal Corporation to be filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
LAO/(C)BAN036-L
Attachment
Copy to: Mr. David W. Ehlers
Mr. Donald R. Meyer
Mr. Takahiro Moriguchi
Mr. Kanetaka Yoshida
Mr. Sidney Peterson
