<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 event reported August 10, 1998
Commission file number 0-28118
------------------------
UNIONBANCAL CORPORATION
<TABLE>
<S> <C>
State of Incorporation: CALIFORNIA I.R.S. Employer Identification No. 94-1234979
</TABLE>
350 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE: (415) 765-2126
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
The registrant hereby reports the exchange of shares of its common stock for
The Bank of Tokyo-Mitsubishi, Ltd.'s direct ownership interest in Union Bank of
California, N.A., the registrant's primary subsidiary, details of which are more
fully disclosed in the Press Release dated July 30, 1998, a copy of which is
included herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------------
<C> <S>
99.1 Press Release dated July 30, 1998
</TABLE>
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.
Dated: August 10, 1998 UNIONBANCAL CORPORATION
(Registrant)
By:
-----------------------------------------
John H. McGuckin, Jr.
EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL
<PAGE>
[LETTERHEAD]
FOR IMMEDIATE RELEASE (THURSDAY, JULY 30, 1998)
-----------------------------------------------
Contact: Stephen L. Johnson John A. Rice, Jr.
Public Relations Investor Relations
(415) 765-3252 (415) 765-2998
UNIONBANCAL CORPORATION TO ELIMINATE PARENT DIRECT INTEREST
IN UNION BANK OF CALIFORNIA VIA SHARE EXCHANGE
SAN FRANCISCO -- UnionBanCal Corporation (NNM: UNBC), the holding company for
Union Bank of California, N.A. (UBOC), today announced that it will exchange
shares of its common stock for The Bank of Tokyo-Mitsubishi, Ltd.'s (BTM)
direct ownership interest in UBOC. Following the share exchange, UNBC will
own 100 percent of UBOC and BTM will own 81.6 percent of UNBC. UBOC is
currently owned 94.0 percent by UNBC and 6.0 percent by BTM, while UNBC is
currently owned 80.5 percent by BTM and 19.5 percent by others.
"This transaction will have no impact on the effective ownership of UNBC,"
said Takahiro Moriguchi, president and chief executive officer. "By
eliminating BTM's direct interest in the bank subsidiary, we are simplifying
the ownership structure of UNBC, making it easier for shareholders and others
to analyze UNBC's financial position and performance. In addition, the new
ownership structure will provide greater flexibility, particularly with
respect to potential transactions between UBOC and UNBC."
The transaction will be effected through the issuance of 3,389,881 UNBC
shares to BTM in exchange for all of the 2,407,891 UBOC shares owned directly
by BTM. The exchange ratio was based on an "at market" valuation, with no
premium being paid by either party. The exchange of shares will be accounted
for as a reorganization of entities under common control (similar to a business
combination under the pooling of interests method). Accordingly, all
historical financial information will be restated as if the combination had
been in effect for all periods presented. The transaction will have no
material effect on the financial position, results of operations, earnings per
share, return on average assets, or return on average common equity of UNBC.
The transaction will have no taxable effect on UNBC, and is expected to be
consummated on August 10, 1998.
1
<PAGE>
The UNBC Board of Directors approved the transaction at their July 22, 1998
meeting. A special committee of outside UNBC directors was advised by Lehman
Brothers, Inc. as to the fairness of the exchange.
Based in San Francisco, UnionBanCal Corporation is a bank holding company
with assets of $30.9 billion at June 30, 1998. Union Bank of California,
N.A., is the third largest commercial bank in California, and among the 30
largest in the United States. Union Bank of California, N.A., has 241 banking
offices in California, 6 banking offices in Oregon and Washington and 18
overseas facilities.
###
2
