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PROSPECTUS
UNIONBANCAL CORPORATION
COMMON STOCK
[LOGO]
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
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The UnionBanCal Corporation Dividend Reinvestment and Stock Purchase Plan
(the "Plan") provides holders of record of our common stock a simple and
convenient way to:
- invest their cash dividends received on shares of our common stock in
additional shares of our common stock at 95% of the market price; and
- make other voluntary additional cash investments in shares of our common
stock at 100% of the market price.
If you are already enrolled in the Plan, you will automatically remain
enrolled unless you notify us that you wish to withdraw from participation. If
you own shares registered in your name or held through your broker and have not
enrolled and want to do so, simply complete the enclosed Enrollment Card and
return it to us in the envelope provided.
This Prospectus relates to 600,000 shares of our common stock registered for
sale under the Plan. Our common stock is traded on the New York Stock Exchange
(the "NYSE") under the symbol "UB". You should keep this Prospectus for future
reference.
Our principal executive offices are located at 350 California Street, San
Francisco, California, 94104, and our telephone number is (415) 765-2969.
PLEASE REVIEW THE RISK FACTORS THAT WE HAVE DISCLOSED IN OUR PUBLIC FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS JULY 30, 1999
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TABLE OF CONTENTS
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Risk Factors.............................................................. 1
Special Note Regarding Forward-Looking Statements......................... 1
Description of the Plan................................................... 1
Use of Proceeds........................................................... 9
Plan of Distribution...................................................... 9
Legal Matters............................................................. 10
Experts................................................................... 10
Where You Can Find More Information....................................... 10
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RISK FACTORS
Prospective investors should carefully consider, among other factors, the
risk factors that we have disclosed in our public filings with the SEC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the information incorporated by reference herein
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
In addition, some of the forward-looking statements can be identified by the use
of forward-looking words, such as "believes," "expects," "may," "will," "
should," "seeks," "approximately," "intends," "plans," "estimates," or
"anticipates," or the negative of those words or other comparable terminology.
Forward-looking statements involve inherent risks and uncertainties. A number of
important factors could cause actual results to differ materially from those in
the forward-looking statements. Some factors include fluctuations in interest
rates, inflation, government regulations, and economic conditions and
competition in the geographic and business areas in which we conduct our
operations. For a discussions of factors that could cause actual results to
differ, please see the discussion under "Risk Factors" contained in this
Prospectus and in other information contained in our publicly available SEC
filings.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of our
Dividend Reinvestment and Stock Purchase Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of our common stock
with a simple, convenient and inexpensive way to automatically invest their cash
dividends in additional shares of our common stock as well as make additional
voluntary cash investments in shares of our common stock.
To the extent that a participant purchases shares of our common stock
directly from us, we will receive funds needed for the continued expansion of
our business.
ADVANTAGES AND DISADVANTAGES
2A. WHAT ARE SOME OF THE ADVANTAGES OF THE PLAN?
- No Brokerage Fees on Purchases--there are no brokerage fees, commissions
or service charges on shares of our common stock purchased through the
Plan, either with reinvested dividends or with voluntary cash investments.
- Optional No Cost Additional Cash Investment--shareholders already
reinvesting dividends under the Plan may acquire additional shares of our
common stock through the Plan, with no brokerage or other fees, by making
voluntary cash investments at any time in a minimum amount of $25 up to a
maximum of $3,000 per quarter so long as they continue to reinvest
dividends on at least one share of our common stock.
- Discounted Price on Reinvestment of Dividends--the price you pay for
shares of our common stock purchased with reinvested dividends will be at
95% of the prevailing market price.
- Automatic Dividend Deposits--the automatic reinvestment of cash dividends
you
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receive can help you add to your investment over time in a systematic
fashion.
- Your Dollars Are Reinvested In Full--you can purchase fractional shares of
our common stock under the Plan. This allows you to fully reinvest your
cash distributions. Distributions will be paid on the fractional shares,
which too can be reinvested.
- Your Shares Will Be Held In Safekeeping--certificates for the shares
credited to your account under the Plan receive safekeeping by Harris
Trust Company of California at no cost to you.
- Regular Recordkeeping Is Provided--regular statements of account will be
mailed to you after each investment to provide simplified recordkeeping.
2B. WHAT ARE SOME OF THE DISADVANTAGES?
- You Will Not Earn Interest On Money Held For Investment--neither we nor
Harris Trust Company of California will pay any interest on money held on
behalf of a participant pending reinvestment.
- You Do Not Choose The Timing Of Your Investment--Harris Trust Company of
California, as Agent, will determine when to apply your money to an
investment in additional shares of our common stock.
- You Bear The Risk On Your Purchases-- you bear the risk of loss and the
benefits of gain from market price changes for all of the shares of our
common stock you own. NEITHER WE NOR HARRIS TRUST COMPANY OF CALIFORNIA
GUARANTEES THAT SHARES OF OUR COMMON STOCK THAT YOU PURCHASE UNDER THE
PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THE PRICE
YOU PAID.
- You Will Be Treated As Having Received A Taxable Dividend On A Dividend
Payment Date--you will generally be treated as having received a taxable
dividend on the dividend payment date in an amount equal to the value of
the shares of our common stock you purchased on that date with the
dividends that you received (plus any cash dividend that you received),
plus any brokerage commissions paid by us on your behalf to acquire shares
in the open market. This dividend will generally give rise to a tax
liability, notwithstanding the fact that you received shares of our common
stock in lieu of cash. Please see Question 28 and the response thereto for
more information.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Harris Trust Company of California:
- acts as the "Agent" for the participating shareholders;
- purchases shares in the open market;
- keeps records;
- sends statements of account to participants; and
- performs other duties relating to the Plan.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of our common stock are eligible to
participate in the Plan. If shares of our common stock are currently registered
in your own name, you may participate directly in the Plan. A beneficial owner
whose shares are registered in the name of a nominee must either:
- become a holder of record by having those shares transferred to the
beneficial owner's name; or
- make arrangements with the nominee to participate on the beneficial
owner's behalf.
Some nominees may not provide the latter service.
5. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
To participate, an eligible shareholder must complete a special
authorization form provided by us or by Harris Trust Company of California
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and mail it to Harris Trust Company of California at 601 South Figueroa Street,
Suite 4900, Los Angeles, California, 90017, (213) 239-0671, or to any other
address of which the participant may be notified. A participant may receive
forms from time to time by mail or may request forms directly from Harris Trust
Company of California at the address or telephone number shown above.
6. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
Eligible shareholders may join the Plan at any time. If Harris Trust Company
of California receives the authorization form on or before the record date for
payment of the next dividend (approximately 25 days in advance of the payment
date), that dividend will be invested in additional shares of our common stock
for the participant's Plan account. If Harris Trust Company of California
receives the authorization form in the period between any dividend record date
and payment date, the dividend will be paid in cash, and the participant's
initial dividend reinvestment will be delayed until the next dividend.
Voluntary cash investments may be made at any time after the participant's
first dividend reinvestment has occurred.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The authorization form:
- directs us to pay to Harris Trust Company of California, as Agent, all or
part of the quarterly cash dividends on shares registered in the
participant's name and on all shares held in the participant's Plan
account;
- appoints Harris Trust Company of California as agent for the participating
shareholder; and
- directs Harris Trust Company of California to apply the designated
dividend amount to the purchase of additional shares.
Subject to the following paragraph, a participant can choose either of the
following methods for reinvestment of dividends:
- reinvest dividends on all shares of our common stock held by the
participant;
- reinvest dividends on less than all shares of our common stock held by the
participant, in which case, the participant will continue to receive cash
dividends on the other shares as declared.
In either case, participants may also make voluntary cash investments
through Harris Trust Company of California in any amount from $25 up to $3,000
per quarter. A shareholder may not elect to make only voluntary cash investments
under the Plan. Rather, a shareholder must also reinvest dividends on at least
one share of our common stock registered in that shareholder's name.
Cash dividends on shares credited to a participant's account under the Plan
automatically will be reinvested in additional shares of our common stock.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change investment options at any time by signing a new
authorization form and returning it to Harris Trust Company of California. Any
change with respect to the reinvestment of dividends must be received by Harris
Trust Company of California before the record date of the dividend for which the
participant wishes the change to be effective.
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?
Costs borne by participants include:
- a charge of $2.50 for each withdrawal of full-share certificates from
continuing Plan accounts; and
- a charge of $2.50 for any transfer of directly-held shares to a Plan
account.
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PURCHASES
10. WHAT IS THE SOURCE OF THE SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will be either:
- newly issued shares;
- shares purchased on the open market; or
- a combination of both.
We will advise Harris Trust Company of California, before each record date,
whether it should purchase shares of our common stock directly from us or in the
open market for the related dividend. If we authorize open market purchases,
Harris Trust Company of California will make the purchases at such times, in
such amounts, and at such prices as it deems appropriate.
If, on the applicable dividend payment date, Harris Trust Company of
California has not purchased enough shares to reinvest all dividends and to
invest all voluntary cash payments, we will issue new shares as needed.
11. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
The price of shares of our common stock purchased directly from us using:
- reinvested cash dividends will be 95% of the average of the daily high and
low prices of our common stock on the NYSE for the period of five trading
days ending on the applicable dividend payment date (or the period of five
trading days immediately preceding the applicable dividend payment date if
securities markets are closed on the applicable dividend payment date);
and
- voluntary cash payments will be 100% of the averages described above.
If there have been no trades of our common stock on any one or more of the
five trading days used in calculating the average, then the divisor will be
adjusted to reflect the number of days on which trades were made. If there have
been no trades of our common stock on the NYSE during each of the five trading
days used in calculating the average, then the price will be 95% of the average
of the high bid and the low ask prices of our common stock on the NYSE during
the five trading days or such lesser number of days if there is no bid or ask
price during any of such days. If there has been no bid or no ask price during
each of the five trading days, then the price will be 95% of the fair market
value of our common stock as determined by us, in our sole and absolute
discretion.
The price of shares of our common stock purchased in the open market using:
- reinvested cash dividends will be 95% of the weighted average purchase
price of those shares purchased with respect to a given dividend payment;
and
- voluntary cash payments will be 100% of the weighted average purchase
price of those shares purchased with respect to a given dividend payment.
BECAUSE HARRIS TRUST COMPANY OF CALIFORNIA MAY PURCHASE SHARES IN THE OPEN
MARKET AT ANY TIME BETWEEN THE RECORD DATE AND THE DIVIDEND PAYMENT DATE, THE
WEIGHTED AVERAGE PRICE COULD BE HIGHER OR LOWER THAN YOUR COST (OR YOUR "BASIS")
FOR TAX PURPOSES. FOR FURTHER INFORMATION, PLEASE SEE QUESTION 28 AND THE
RESPONSE THERETO RELATING TO TAX CONSEQUENCE OF PARTICIPATING IN THE PLAN.
12. HOW MUCH COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The entire dividend amount designated for reinvestment by each participating
shareholder will be used to purchase as many full and fractional shares
(calculated to four decimal places) as can be purchased at the applicable
purchase price.
If dividends payable to participants are subject to income tax withholding,
only the amount of dividends remaining after the required withholding will be
reinvested in additional shares.
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13. WHEN WILL FUNDS BE INVESTED?
On or before each dividend payment date, we will pay to Harris Trust Company
of California sums representing the aggregate dividend amount designated for
dividend reinvestment, and participants desiring to do so should send Harris
Trust Company of California voluntary cash investments.
If we have instructed Harris Trust Company of California to make open market
purchases, it will do so at such time following the record date and before the
dividend payment date as it deems appropriate. If Harris Trust Company of
California purchases newly issued shares directly from us, it will do so on the
dividend payment date (or on the preceding business day if the dividend payment
date falls on a Saturday, Sunday or bank holiday).
Notwithstanding the foregoing investment schedule, shares purchased under
the Plan may, for administrative purposes, be issued on or as of a date up to
one week after the applicable dividend payment date.
14. WHAT ARE THE LIMITATIONS ON VOLUNTARY CASH INVESTMENTS?
After your first reinvestment of dividends, you may make voluntary cash
investments by sending cash payments to Harris Trust Company of California in a
minimum amount of $25 per payment or in whole dollar increments up to a maximum
of $3,000 per quarter. Any amount received of less than $25 per payment or in
excess of $3,000 per quarter promptly will be returned to you.
The entire amount of such payments will be invested in full and fractional
shares (calculated to four decimal places).
You may have any voluntary cash payment returned to you upon your written
request to Harris Trust Company of California so long as the request is received
by them at least 48 hours before the investment is to be made.
Checks and other drafts must clear before the applicable dividend payment
date for the funds to be available for investment.
REPORTS TO PARTICIPANTS
15. HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF SHARES OF COMMON
STOCK?
Approximately two weeks after each dividend payment date, Harris Trust
Company of California will mail participants a statement setting forth their
investment particulars. These statements are your continuing record of cost
information, and you should retain them for tax purposes.
16. WHAT OTHER COMMUNICATIONS WILL A PARTICIPANT RECEIVE?
Each participant will receive copies of our quarterly and annual reports,
proxy statements and tax notices covering both directly-held shares and shares
held in the participant's Plan account.
DIVIDENDS
17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. We pay dividends, as declared, to record holders of our common stock.
Harris Trust Company of California, or its nominee, will receive dividends for
all Plan shares held of record by it on behalf of participants. Harris Trust
Company of California will credit dividends to participants on the basis of full
and fractional shares held in their Plan accounts and will reinvest those
dividends in additional shares (calculated to the fourth decimal point).
CERTIFICATES FOR SHARES
18. ARE CERTIFICATES ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
We will issue certificates to Harris Trust Company of California to hold on
behalf of participants' accounts. This provides protection against loss, theft
or inadvertent destruction of stock certificates and facilitates the ownership
of fractional shares by participants.
We will not issue certificates directly to you for shares of our common
stock held in your Plan account unless you make a written request to Harris
Trust Company of California or your Plan account is terminated. You may make a
written request for certificates to Harris Trust
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Company of California at any time for any full shares credited to your Plan
account. You will be charged $2.50 for each withdrawal of full-share
certificates.
We will not issue certificates for fractions of shares under any
circumstances.
You may not pledge shares of our common stock credited to your Plan account.
A participant who wishes to pledge such shares must request that certificates
for such shares be issued in the participant's name.
19. WHAT HAPPENS TO FRACTIONAL SHARES WHEN THE PLAN IS TERMINATED OR WHEN
PARTICIPANTS REQUEST CERTIFICATES FOR WHOLE SHARES BUT WISH TO EITHER REMAIN IN
THE PLAN OR TO TERMINATE THEIR ACCOUNTS UNDER THE PLAN?
As long as you remain in the Plan and you own, either directly or under a
Plan account, one full share, any fractional share balance will continue to be
maintained in your Plan account.
When your Plan account is terminated or if we terminate the Plan, you will
receive a cash payment representing the value of the fractional shares in your
Plan account. Harris Trust Company of California will determine the amount of
the cash payment based on the average of the high and low prices of our common
stock on the NYSE on the date of termination.
If there have been no trades of our common stock on the NYSE on the date of
termination, then the cash payment will be based on the last sale price of our
common stock immediately preceding the date of termination.
20. IN WHOSE NAME WILL CERTIFICATES FOR WHOLE SHARES BE ISSUED?
Each account in the Plan will be maintained in the same name as is
maintained in our shareholder records at the time a participant entered the
Plan. Consequently, we will issue certificates for full shares in those names.
Upon written request, we can issue certificates in a name other than that of
the participant, subject to compliance with any applicable laws and the payment
by the participant of any applicable taxes.
TERMINATION OF PARTICIPANT'S ACCOUNT
21. WHEN AND HOW CAN PARTICIPANTS TERMINATE THEIR PLAN ACCOUNTS?
Participants can terminate their Plan accounts at any time by written notice
to the address of Harris Trust Company of California as indicated in the
response to Question 5, or such other address of which the participant may be
notified. Generally, termination takes effect as soon as practicable after the
notice is received by Harris Trust Company of California. If, however, the
notice is received less than 5 days prior to a dividend record date or between
the record date and the dividend payment date, the termination will be effective
as soon as practicable after the dividend payment date.
Upon termination, participants will receive:
- cash for any fractional shares held in their Plan accounts; and
- certificates for all full shares held in their Plan accounts.
Whenever a participant no longer owns shares directly and owns less than one
full share under the Plan, Harris Trust Company of California is authorized to
terminate the participant's Plan account and send the participant a cash
payment, as outlined in the response to Question 19, for any fractional share.
22. WHEN MAY A SHAREHOLDER REJOIN THE PLAN?
Generally, an eligible shareholder may again become a participant under the
Plan at any time. However, we reserve the right to reject any authorization form
from a previous participant on the grounds of excessive joining and termination.
This reservation is intended to minimize unnecessary administrative expense and
to encourage use of the Plan as a long-term shareholder investment service.
OTHER INFORMATION
23. IS A PARTICIPANT OBLIGATED TO MAKE VOLUNTARY CASH INVESTMENTS?
No. While the voluntary cash investment feature offers an opportunity for
participants to
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increase their ownership on favorable terms, you are not required to make any
cash investments.
24. WHAT IS THE EFFECT ON A PARTICIPANT'S PLAN ACCOUNT IF THE PARTICIPANT
TRANSFERS ALL DIRECTLY-HELD SHARES?
None, so long as there is at least one full share in the participant's Plan
account. Dividends on shares in a participant's Plan account and any voluntary
cash payments that a participant makes would continue to be invested under the
Plan in additional shares of our common stock.
Participants may elect to transfer all of their directly-held shares to
their Plan account for safekeeping, convenience or other purposes. This transfer
would be subject to a handling fee of $2.50.
If a participant decides to dispose of all shares of our common stock, the
participant must separately arrange with Harris Trust Company of California to
dispose of shares held in the Plan as described in the response to Question 21.
The transfer of stock certificates representing directly held shares will have
no effect on shares held in a participant's Plan account, except where that Plan
account has less than one full share.
25. IF UNIONBANCAL CORPORATION HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL THE
RIGHTS ON PLAN SHARES BE HANDLED?
Warrants representing rights on all Plan shares registered in the name of
Harris Trust Company of California, or its nominee, will be issued to Harris
Trust Company of California, who will:
- sell such rights;
- credit each participant's Plan account in proportion to the full and
fractional shares held therein on the record date for such rights; and
- apply the proceeds on the next dividend payment date to the purchase of
additional shares at the average market price of our common stock.
Participants who wish to exercise stock purchase rights on shares held in
their Plan accounts other than as described above must request, prior to the
record date for any such rights, that Harris Trust Company of California forward
to them certificates for full shares as outlined in response to Question 18.
Warrants representing rights on shares held directly by participants will be
mailed directly to them in the same manner as to shareholders not participating
in the Plan.
26. WHAT HAPPENS IF UNIONBANCAL CORPORATION ISSUES A STOCK DIVIDEND OR DECLARES
A STOCK SPLIT?
Any stock dividends or split shares distributed by us on shares held in the
Plan will be credited to the participants' Plan account. Stock dividends or
split shares distributed on shares held directly by participants will be mailed
directly to them in the same manner as to shareholders not participating in the
Plan.
27. HOW WILL SHARES HELD IN A PARTICIPANT'S PLAN ACCOUNT BE VOTED AT ANNUAL OR
SPECIAL MEETINGS OF SHAREHOLDERS?
Shares held in a participant's Plan account will be voted as the participant
directs. If participants have directly-owned shares registered in their names,
they will receive proxy cards covering both their directly-held shares and
shares held in their Plan accounts. If participants do not have directly-held
shares registered in their names, they will receive proxy cards covering the
shares held in their Plan accounts.
If no instructions are indicated on a participant's properly signed and
returned proxy card, all of that participant's shares (those directly-held, if
any, and those held in the participant's Plan account) will be voted in the
manner stated on the proxy card. If the proxy card is not returned, the
participant's shares may be voted only if the participant or a duly appointed
representative votes in person at the meeting.
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
A participant in the Plan will be treated for Federal income tax purposes as
having received,
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on the dividend payment date, a taxable dividend in an amount equal to:
- the fair market value on the dividend payment date of the shares purchased
with the reinvested dividend (plus any cash dividend received); plus
- if applicable, any brokerage commissions paid by us on the participant's
behalf to acquire the shares on the open market.
If the fair market value on the dividend payment date is different from the
price paid for the shares by the Plan, the difference would increase or decrease
the participant's taxable dividends. The tax cost (or the basis) of shares
purchased with reinvested dividends will equal the amount of the taxable
dividend.
Brokerage commissions paid by us on a participant's behalf in the investment
of voluntary cash payments are also treated as a dividend and increase the
participant's basis in the stock for Federal income tax purposes.
A participant's holding period for shares acquired pursuant to the Plan will
begin on the day following the dividend payment date.
A final statement received from Harris Trust Company of California after the
last reinvestment during any calendar year or upon withdrawal from the Plan will
include information for the year regarding total dividends paid on Plan shares.
Statements will not be sent directly to shareholders participating through a
nominee. Thus, beneficial owners must make arrangements with their nominee to
receive tax statements. These statements should be retained for tax reporting
purposes.
THE ABOVE DISCUSSION IS BASED ON CURRENT TAX LAW AND MAY CHANGE. ALL
PARTICIPANTS ARE URGED TO CONSULT THEIR TAX ADVISERS TO DETERMINE THE PARTICULAR
TAX CONSEQUENCES THAT MAY RESULT FROM PARTICIPATION IN THE PLAN AND THE
SUBSEQUENT DISPOSAL BY THEM OF SHARES PURCHASED PURSUANT TO THE PLAN.
THIS SUMMARY CANNOT INCLUDE ALL FACTORS THAT MAY AFFECT THE TAX TREATMENT OF
A PARTICIPANT AND DOES NOT ADDRESS AT ALL TAX CONSEQUENCES UNDER STATE AND
FOREIGN LAW.
29. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO SHAREHOLDERS?
In the case of shareholders whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld will be deducted
from the amount of the dividends to determine the amount of dividends to be
reinvested.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While we hope to continue the Plan indefinitely, we reserve the right to
suspend or terminate the Plan at any time. We also reserve the right to make
modifications to the Plan, including the designation of a successor agent under
the Plan, provided the successor agent is a bank or trust company organized
under the laws of the United States or any state thereof. We may undertake to
administer the Plan ourself. Participants will be notified in writing of any
such suspension, termination or modification.
31. WHAT IS THE RESPONSIBILITY OF THE AGENT UNDER THE PLAN?
Harris Trust Company of California:
- receives the participants' dividends and voluntary cash payments;
- invests those funds in additional shares;
- maintains continuing records of each participant's Plan account;
- holds in its or a nominee's name all shares purchased for participants;
and
- advises participants as to all transactions in and the status of their
Plan accounts.
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In the event that we authorize open market purchases of shares of our common
stock with respect to a given dividend, Harris Trust Company of California may
make purchases of shares at such times, in such amounts, and at such prices as
it deems appropriate.
All notices from Harris Trust Company of California to any participant will
be addressed to the participant at the participant's last address of record. The
participant should notify Harris Trust Company of California promptly in writing
of any change of address.
In performing its duties under the Plan, Harris Trust Company of California
will not be liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability arising
out of failure to terminate a participant's Plan account upon the participant's
death prior to receipt of notice in writing of such death.
32. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE COMMON STOCK?
A participant's investment in shares held in a Plan account is no different
from an investment in directly-held shares with respect to risk of loss. The
participant bears the risk of loss and the benefits of gain from market price
changes with respect to all shares held by that participant.
Neither we nor Harris Trust Company of California can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price.
33. HOW IS THE PLAN TO BE INTERPRETED?
Any question of interpretation arising under the Plan will be finally
determined by us.
USE OF PROCEEDS
We have no basis for estimating precisely either:
- the number of shares of our common stock that ultimately may be sold
pursuant to the Plan; or
- the prices at which the shares will be sold.
We will only receive proceeds from the sale of our common stock under the
Plan through purchases made directly from us. We will not receive any proceeds
from purchases in the open market or in negotiated transactions with third
parties.
We propose to use the net proceeds from the sale of shares of our common
stock pursuant to the Plan, when and as received, for general corporate
purposes, including without limitation, investments in our banking subsidiaries.
PLAN OF DISTRIBUTION
Except to the extent that Harris Trust Company of California purchases
shares of our common stock in the open market or in negotiated transactions with
third parties, it will purchase shares of our common stock under the Plan
directly from us. We will pay all brokerage fees, commission and service charges
related to purchases and sales of our common stock under the Plan. For
additional information regarding costs of participation under the Plan, please
see Question 9 and the answer thereto.
We may sell shares of our common stock to our shareholders, including
brokers or dealers, who, in connection with any resales of such shares, may be
deemed to be underwriters. Such shares of our common stock may be resold in
market transactions (including coverage of short positions) on any national
securities exchange on which the shares trade or in privately negotiated
transactions. Our common stock is currently traded on the NYSE.
The difference between the price such owners pay to us for shares of our
common stock acquired under the Plan, after deduction of the applicable discount
from the prevailing market price, if any, and the price at which such shares are
resold, may be deemed to constitute underwriting commissions received by such
owners in connection with such transactions.
Subject to the availability of shares of our common stock registered for
issuance under the Plan, there is no total maximum number of shares that can be
issued pursuant to the Plan.
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From time to time, financial intermediaries, including brokers and dealers,
may engage in positioning transactions in order to benefit from the discount
from the market price of the shares of our common stock acquired through the
reinvestment of dividends under the Plan. The Plan is intended for the benefit
of investors in us and not for individuals or investors who engage in
transactions that may cause aberrations in the price or trading volume of our
common stock. We have no arrangements or understandings, formal or informal,
with any person relating to the distribution of shares of our common stock to be
received pursuant to the Plan.
LEGAL MATTERS
The legality of the shares of our common stock offered hereby have been
passed upon for us by Graham & James LLP, One Maritime Plaza, Suite 300, San
Francisco, California 94111-3492.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from Form 10-K of UnionBanCal Corporation dated March 26, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report also incorporated by reference in this prospectus, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the SEC. You
can read and copy these reports, proxy statements, and other information
concerning us at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC maintains an internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC,
including ourselves. Our common stock is traded on the NYSE. These reports,
proxy statements and other information are also available for inspection at the
offices of The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
This Prospectus is part of a registration statement that we filed with the
SEC. You can obtain the full registration statement from the SEC as indicated
above or from us.
The SEC allows us to "incorporate by reference" the information we file with
the SEC. This permits us to disclose important information to you by referring
to these filed documents. Any information referred to in this way is considered
part of this Prospectus, and any information that we file with the SEC after the
date of this Prospectus will automatically be deemed to update and supersede
this information. We incorporate by reference the following documents that have
been filed with the SEC:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Current Report on Form 8-K filed January 11, 1999 (except for Item 7,
"Financial Statements, Pro Forma Financial Information and Exhibits" which
have been updated and incorporated by reference in this Prospectus);
- Current Report on Form 8-K filed February 5, 1999 (except for Item 7,
"Financial Statements, Pro Forma Financial Information and Exhibits",
which have been updated and incorporated by reference in this Prospectus);
- Current Report on Form 8-K filed February 19, 1999; and
- Quarterly Report on Form 10-Q for the period ended March 31, 1999.
We also incorporate by reference any future filings made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we file
a post-effective amendment that indicates the termination of the offering of the
securities made by this Prospectus.
We will provide without charge upon written or oral request, a copy of any
or all of the documents that are incorporated by reference into
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this Prospectus. Requests should be directed to Investor Relations, UnionBanCal
Corporation, 400 California Street, San Francisco, California 94104 (telephone
number 415-765-2969).
You should rely only on the information we provided or incorporated by
reference in this Prospectus. We have not authorized anyone else to provide you
with different information. We will not make an offer of our common stock in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front.
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UNIONBANCAL CORPORATION
COMMON STOCK
[LOGO]
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
---------------------
PROSPECTUS
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JULY 30, 1999
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