<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
UNIONBANCAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 94-1234979
(State or other (I.R.S. employer
jurisdiction of identification
incorporation or number)
organization)
</TABLE>
350 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
415-765-2969
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
JOHN H. MCGUCKIN, JR.
EXECUTIVE VICE PRESIDENT
UNIONBANCAL CORPORATION
400 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
415-765-2969
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
<TABLE>
<S> <C> <C>
GREGG A. NOEL JEFFREY SMALL DAVID K. LAKHDHIR
Skadden, Arps, Slate, Meagher & Flom LLP Davis Polk & Wardwell Paul, Weiss, Rifkind, Wharton & Garrison
300 South Grand Avenue, Suite 3400 450 Lexington Avenue 1285 Avenue of the Americas
Los Angeles, California 90071 New York, NY 10017 New York, NY 10019
(213) 687-5000 (212) 450-4000 (212) 373-3000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
---------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans,
please check the following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-67579
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock........................... 3,450,000 $30 $103,500,000 $28,773
</TABLE>
(1) Calculated pursuant to Rule 457(a) of the rules and regulations under the
Securities Act of 1933.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of common stock of UnionBanCal Corporation, a California
corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of
1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the
registration statement of the Company (File No. 333-67579), as amended,
including the exhibits thereto, are incorporated by reference into this
registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 25th day
of February, 1999.
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<S> <C> <C>
UNIONBANCAL CORPORATION
By: /s/ YOSHIHIKO SOMEYA
-----------------------------------------
Yoshihiko Someya
DEPUTY CHAIRMAN OF THE BOARD
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on February 25, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ --------------------------
<C> <S>
President and Chief
* Executive Officer and
- ------------------------------ Director (Principal
Takahiro Moriguchi Executive Officer)
/s/ YOSHIHIKO SOMEYA
- ------------------------------ Deputy Chairman of the
Yoshihiko Someya Board
Executive Vice President
* and Chief Financial
- ------------------------------ Officer (Principal
David I. Matson Financial Officer)
* Senior Vice President and
- ------------------------------ Controller (Principal
David A. Anderson Accounting Officer)
*
- ------------------------------ Chairman of the Board
Kaoru Hayama
*
- ------------------------------ Vice Chairman of the Board
Richard C. Hartnack
*
- ------------------------------ Vice Chairman of the Board
Robert M. Walker
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ --------------------------
<C> <S>
*
- ------------------------------ Director
Richard D. Farman
*
- ------------------------------ Director
Stanley F. Farrar
*
- ------------------------------ Director
Herman E. Gallegos
*
- ------------------------------ Director
Jack L. Hancock
*
- ------------------------------ Director
Harry W. Low
*
- ------------------------------ Director
Mary S. Metz
*
- ------------------------------ Director
Raymond E. Miles
*
- ------------------------------ Director
J. Fernando Niebla
*
- ------------------------------ Director
Sidney R. Petersen
*
- ------------------------------ Director
Carl W. Robertson
*
- ------------------------------ Director
Henry T. Swigert
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ --------------------------
<C> <S>
*
- ------------------------------ Director
Tsuneo Wakai
*
- ------------------------------ Director
Hiroshi Watanabe
- ------------------------------ Director
Blenda J. Wilson
- ------------------------------ Director
Kenji Yoshizawa
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ YOSHIHIKO SOMEYA
-------------------------
Yoshihiko Someya
ATTORNEY-IN-FACT
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C>
5.1 Opinion of John H. McGuckin, Jr., General Counsel, as to the legality of the Common Stock
23.1 Consent of Deloitte & Touche LLP, Independent Accountants
23.2 Consent of Arthur Andersen LLP, Independent Auditors
23.3 Consent of John H. McGuckin, Jr. (included in Exhibit 5.1)
24.1 Power of Attorney of certain officers and directors of the Company (included on signature page on the
Registration Statement on Form S-3 of the Company (File No. 333-67579) and incorporated by reference
herein)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF UNIONBANCAL CORPORATION]
February 25, 1999
UnionBanCal Corporation
400 California Street
San Francisco, CA 94104
Ladies and Gentlemen:
I am General Counsel of UnionBanCal Corporation, a California corporation
(the "Company"), and have acted in such capacity in connection with the
registration pursuant to Rule 462(b) of the Securities Act of 1933, as amended
(the "Act"), of 3,450,000 shares (including any shares to be sold pursuant to an
over-allotment option, the "Additional Shares") of common stock of the Company
to be sold by The Bank of Tokyo-Mitsubishi, Ltd.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-3 (File No. 333-67579) as filed with the Securities and
Exchange Commission (the "Commission") on November 19, 1998, under the Act; (ii)
Amendment No. 1 thereto, filed with the Commission on January 11, 1999;
Amendment No. 2 thereto, filed with the Commission on February 1, 1999;
Amendment No. 3 thereto, filed with the Commission on February 8, 1999;
Amendment No. 4 thereto, filed with the Commission on February 9, 1999; and
Amendment No. 5 thereto, filed with the Commission on February 19, 1999 (the
Registration Statement as so amended, the "Registration Statement"); (iii) the
Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Act on
February 25, 1999 (the "462(b) Registration Statement"); (iv) the Amended and
Restated Articles of Incorporation and the Bylaws of the Company, as currently
in effect; and (v) certain resolutions of the Board of Directors of the Company.
I have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of executed or to be executed documents, I have assumed that the parties
thereto, other than the Company, had the power, corporate or other, to enter
into and perform all obligations thereunder, and I have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinions expressed
herein which I have not independently established or verified, I have relied
upon oral or written statements and representations of officers and other
representatives of the Company and others.
<PAGE>
UnionBanCal Corporation
February 25, 1999
Page 2
I am admitted to the bar of the State of California, and I do not express
any opinion as to any laws other than the General Corporation Law of the State
of California.
Based upon and subject to the foregoing, I am of the opinion that the
Additional Shares were duly authorized and validly issued and are fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the 462(b) Registration Statement. I also consent to the reference to
me in the Registration Statement under the caption "Legal Matters," which is
incorporated by reference into the 462(b) Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion is expressed as of the date hereof,
and I disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ John H. McGuckin, Jr.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of UnionBanCal Corporation (filed pursuant to Rule 462(b) under the
Securities Act of 1933) of our report dated February 2, 1999 appearing in Form
8-K of UnionBanCal Corporation dated February 5, 1999, and in Amendment No. 5 to
Registration Statement No. 333-67579 dated February 19, 1999, and to the
reference to us under the heading "Experts" in the Prospectus, which is a part
of Amendment No. 5 to Registration Statement No. 333-67579.
/s/ Deloitte & Touche LLP
San Francisco, California
February 22, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 24, 1996 on
the consolidated financial statements of Union Bank and subsidiaries for the
year ended December 31, 1995 (not presented herein), included in Amendment No. 5
to Form S-3 Registration Statement File No. 333-67579 and included in Form 8-K
of UnionBanCal Corporation dated February 5, 1999, in this Form S-3 (filed
pursuant to Rule 462(b) under the Securities Act of 1933), and to all references
to our Firm included in Amendment No. 5 to Form S-3 Registration Statement File
No. 333-67579. It should be noted that we have not audited any financial
statements of Union Bank and subsidiaries subsequent to December 31, 1995 or
performed any audit procedures subsequent to the date of our report.
/s/ ARTHUR ANDERSEN LLP
San Francisco, California
February 25, 1999
