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EX-99.1 - PRESS RELEASE - MUFG Americas Holdings Corp | d448178dex991.htm |
UNITED STATES
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 of Report (Date of earliest event reported): December 1, 2012
UnionBanCal Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-15081 | 94-1234979 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
400 California Street
San Francisco, CA 94104-1302
Tel. (415) 765-2969
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On December 1, 2012, UnionBanCal Corporation (the Company), completed its acquisition of Pacific Capital Bancorp (PCB), a Delaware corporation, through the merger of Pebble Merger Sub Inc. (Merger Sub), a corporation formed in Delaware as a wholly-owned subsidiary of the Company, with and into PCB, with PCB continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the Merger), pursuant to that certain Agreement and Plan of Merger (the Merger Agreement) dated as of March 9, 2012 by and among the Company, Merger Sub and PCB.
On December 3, 2012, PCB merged with and into the Company, with the Company surviving (the Second Merger), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 1, 2012, by and between PCB and the Company. Following the Second Merger, Santa Barbara Bank & Trust, N.A. (SBBT), a wholly-owned subsidiary of PCB, merged with and into Union Bank, N.A. (UB), a wholly-owned subsidiary of the Company with UB continuing as the surviving entity, pursuant to that certain Agreement and Plan of Merger dated as of April 5, 2012 by and between SBBT and UB.
On December 1, 2012, the Company issued a press release regarding the completion of the acquisition of PCB. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed with the Securities and Exchange Commission as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on March 12, 2012, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. |
Description | |
99.1 | Press release dated December 1, 2012. |
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words believe, continue, expect, target, anticipate, intend, plan, estimate, potential, project, or words of similar meaning, or future or conditional verbs such as will, would, should, could, or may. There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in the Companys forward-looking statements. Many of these factors are beyond the Companys ability to control or predict and could have a material adverse effect on the Companys financial condition, results of operations and/or prospects. Such risks and uncertainties include, but are not limited to, those discussed in the Companys public filings with the SEC. All forward-looking statements included in this document are based on information available at the time of such document, and the Company assumes no obligation to update any forward-looking statement.
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: December 3, 2012 | ||||||
UNIONBANCAL CORPORATION | ||||||
By: | /s/ John F. Woods | |||||
JOHN F. WOODS | ||||||
Vice Chairman & Chief Financial Officer | ||||||
(Duly Authorized Officer) |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release dated December 1, 2012. |