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As Filed with the Securities and Exchange Commission on August 29, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------
WESTCORP
(Exact name of registrant as specified in its charter)
California 51-0308535
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
23 Pasteur
Irvine, California 92718-3804
(Address of Principal Executive Offices; Zip Code)
WESTCORP EMPLOYEE STOCK OWNERSHIP AND SALARY SAVINGS PLAN
(Full Title of the Plan)
HARRIET BURNS FELLER, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
WESTCORP
23 Pasteur
Irvine, California 92718-3804
(Name and address of agent for service)
(714) 727-1000
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of securities Amount Proposed Proposed Amount of
to be to be Maximum Offering Maximum Registration
Registered Registered Price per share Aggregate Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 $18.625(1) $3,725,000 $1,285(1)
value $1.00 per share shares
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h) and 457(c), the registration fee was calculated
based on the average of the high and low prices of the Registrant's
common stock on the New York Stock Exchange, Inc. on August 22, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to participants in the employee benefit plan as specified by
Rule 428(b)(1) (Section 230.428(b)(1)). Pursuant to the instructions for Form
S-8, such documents need not be filed with the Commission either as part of the
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended. See Rule 428(a)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Each of Westcorp (the "Company") and the Westcorp Employee Stock
Ownership and Salary Savings Plan (the "Plan") hereby incorporate by reference
in this registration statement (the "Registration Statement") the following
documents filed with the Securities and Exchange Commission (the "Commission")
by the Company pursuant to the Securities Exchange Act of 1934, as amended:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(c) The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1995;
(d) The description of the common stock of the Company contained
in the registration statement filed by the Company under
Section 12(g) of the Exchange Act, including any amendment
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein by the Company and the Plan and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein by the Company and the Plan shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except an so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Harriet Burns Feller, Esq., Executive Vice President, Secretary and
General Counsel of the Company, has delivered an opinion regarding the validity
of the securities to be issued pursuant to this registration statement. In
addition to serving as an officer of the Company, Ms. Feller is the beneficial
owner of 13,336 shares of common stock of the Company and is a participant in
the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the authority for such arrangements set forth in Section
317 of the California Corporations Code pertaining to the indemnification of
directors, officers, employees and other agents of a corporation, certain
provisions are set forth in Article VII of the Articles of Incorporation of the
Company which grant, to the maximum extent permitted by law, indemnification of
such persons, under certain circumstances, for liabilities and expenses incurred
by reason of their actions as agents of the Company.
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Under California law, in non-derivative actions, an officer or director
may be reimbursed for expenses, judgments and settlement if such individual has
acted in good faith and in a manner he believes to be in the best interests of a
company and the shareholders and in the case of criminal proceeding, he had no
reasonable cause to believe the conduct was unlawful. With regard to derivative
actions, such person may be reimbursed for expense if the officer or director
acted in good faith, in a manner the officer or director believes to be in the
best interests of a company and the shareholders; provided, however, that no
indemnification shall be made (1) if the officer or director is found liable to
a company, except as may be determined by the court in which the action is or
was pending; or (2) for amounts paid in defending such action which is
terminated without court approval.
If indemnification is authorized, but not required, by California law,
then the right to indemnification shall be determined by (i) a majority vote of
the disinterested members of the board of directors, (ii) a majority vote of the
disinterested shareholders (iii) the court in which the action is or was
pending, or (iv) if there is not a majority of disinterested directors, by a
written option of independent counsel. If the officer or director is successful
in the defense of any action, California law provides that such individual shall
be entitled to indemnification.
The Company has also, to the extent permitted by California law,
eliminated directors personal monetary liability for breaches of the directors'
duties to the Company and the indemnification rights of officers and directors
provided by law may be expanded (subject to certain limitations).
The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its directors and officers in
connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits to the Registration Statement are listed in the Index to
Exhibits which is incorporated herein by this reference.
The Company undertakes to submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange commission by the registrant pursuant to Section 13 or Section 13(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefic
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons or
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
Policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 26th day of
August 1996.
WESTCORP
By /s/ Lee A. Whatcott
------------------------------
Lee A. Whatcott
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Lee
A. Whatcott his or her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Ernest S. Rady Director, Chairman of August 26, 1996
- --------------------------------------- the Board, Chief
Ernest S. Rady Executive Officer and
President (Principal
Executive Officer)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Judith M. Bardwick Director August 23, 1996
- ---------------------------------------
Judith M. Bardwick
/s/ William J. Crawford Director August 21, 1996
- ---------------------------------------
William J. Crawford
/s/ Stanley E. Foster Director August 26, 1996
- ---------------------------------------
Stanley E. Foster
/s/ Alan L. Milligan Director August 26, 1996
- ---------------------------------------
Alan L. Milligan
/s/ Howard C. Reese Director August 26, 1996
- ---------------------------------------
Howard C. Reese
/s/ Lee A. Whatcott Senior Vice President August 26, 1996
- --------------------------------------- and Chief Financial
Lee A. Whatcott Officer (principal
financial and
accounting officer)
</TABLE>
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<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the
duly authorized administrator of the Westcorp Employee Stock Ownership and
Salary Savings Plan, has duly caused this Registration Statement on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Irvine, State of California, on the 26th day of August 1996.
THE WESTCORP EMPLOYEE STOCK OWNERSHIP AND
SALARY SAVINGS PLAN
By: /s/ ADMINISTRATOR
-----------------------------
Administrator
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<C> <C>
4.1 Westcorp Employee Stock Ownership and Salary Savings Plan,
as amended (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-4 (File No. 33-34286), filed
April 11, 1990)
4.2 Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 (File No. 33-34286), filed April 11,
1990).
4.3 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (File No. 33-34286), filed April 11, 1990).
5 Opinion as to legality of the securities being registered.
23.1 Consent of counsel regarding legality opinion (reference is made to Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (reference is made to the
signature page)
</TABLE>
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[Letterhead of Westcorp]
Westcorp
Westcorp Employee Stock Ownership and Salary Savings Plan
23 Pasteur
Irvine, California 92718-3804
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, I have examined the Registration Statement on Form S-8
(the "Registration Statement") which Westcorp, a California corporation (the
"Company"), proposes to file with the Securities and Exchange Commission.
The Registration Statement covers 200,000 shares of Common Stock, par
value $1.00 per share, issuable under the Westcorp Employee Stock Ownership and
Salary Savings Plan, as well as the interests (the "Interests") in the Westcorp
Employee Stock Ownership and Salary Savings Plan (the "Savings Plan"). The Plan
is hereinafter referred to as the "Plan" and the 200,000 shares of Common Stock
as the "Shares".
In connection with rendering this opinion, I have examined originals,
or copies identified to my satisfaction as being true copies of originals, of
such corporate records of the Company and other documents which I considered
necessary for the purposes of this opinion. I have obtained from public
officials certificates as to legal matters.
In my review and examination of documents I have assumed (i) the
genuineness of all signatures; (ii) the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of all
documents submitted to me as certified, conformed or photostatic copies thereof;
(iii) all signatories have adequate power and authority and have taken all
necessary actions to execute and deliver such documents and hold all necessary
licenses and permits to entitle them to enforce such agreements; and (iv) each
person signing a document is a competent adult person not operating under any
legal disability, duress or having been defrauded in the execution of documents.
Based upon and subject to the foregoing, it is my opinion that the
Shares to be issued under the Plan have been duly authorized, and, when so
issued upon (i) payment therefor provided pursuant to the Plan; (ii) the
effectiveness of the Registration Statement; and (iii) compliance with
applicable blue sky laws, will constitute legally issued, fully paid and
nonassessable shares of the Common Stock of the Company.
Based upon and subject to the foregoing, it is my opinion, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws, that the Interests in the Savings Plan have been duly authorized and
will constitute legally issued Interests in the Savings Plan.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Shares or the Interests are proposed to be
offered and sold or as to the effect, if any, which non-compliance with such
laws might have on the validity of issuance of the Shares or Interests.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; to the filing of this opinion in connection with such
filings of applications by the Company as may be necessary to register, qualify
or establish eligibility for an exemption from registration or qualification of
the Securities under the blue sky laws of any state or other jurisdiction; and
to the reference, if any, to the undersigned in the Prospectus under the heading
"Legal Opinion". In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
promulgated thereunder.
EXHIBIT 5
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Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.
The opinions set forth herein are based upon the federal laws of the
United States of America and the laws of the State of California, each as now in
effect. I express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.
Very truly yours,
/s/ Harriett Burns Feller
Harriet Burns Feller, Esq.
Executive Vice President, Secretary and
General Counsel
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33- ________________) pertaining to the Westcorp Employee Stock
Ownership and Salary Savings Plan of our report dated June 25, 1996, with
respect to the financial statements and schedules of the Westcorp Employee Stock
Ownership and Salary Savings Plan included in this Annual Report (Form 11-K) for
the year ended December 31, 1995.
/s/ Ernst & Young LLP
Los Angeles, California
August 26, 1996
