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As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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WESTCORP
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 51-0308535
(Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
23 PASTEUR ROAD
IRVINE, CALIFORNIA 92713-9762
(Address of Principal Executive Offices)
WESTCORP EMPLOYEE STOCK OWNERSHIP AND SALARY SAVINGS PLAN
(Full title of the Plan)
Harriet Burns Feller
General Counsel
23 Pasteur Road
Irvine, California 92618-3816
(714) 727-1000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
Andrew E. Katz, Esq.
Mitchell, Silberberg & Knupp LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-3738
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, par value $1.00 per share 200,000 $15.28(1) $3,056,250(1) $901.60(1)
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(1) Computed pursuant to Rules 457(c) and 457(h)(1) based on the average of
the high ($15.375) and low ($15.1875) sales price of the Common Stock as
reported on the New York Stock Exchange, Inc. on April 28, 1998.
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 II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 is filed pursuant to General
Instruction E for the purpose of registering additional shares of Common Stock
of Westcorp (the "Registrant") issuable under the Westcorp Employee Stock
Ownership and Salary Savings Plan (the "Plan"). The information set forth below
is incorporated by reference in this Registration Statement as provided by
General Instruction E and as otherwise provided by the General Instructions to
Form S-8. The Registrant and the Plan each hereby incorporates by reference in
this Registration Statement the following documents filed with the Commission by
the Registrant or the Plan pursuant to the Exchange Act of 1934, as amended:
1. The Registrant's Registration Statement on Form S-8 (File No.
333-11039) filed on August 29, 1996 with respect to the
registration of 200,000 shares of Common Stock of the Registrant;
2. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
3. The Registrant's Current Report on Form 8-K filed on March 25,
1998;
4. The Plan's Annual Report on Form 11-K for the year ended December
31, 1996;
5. The description of the common stock of the Company contained in
Item 9 of the Registrant's registration statement on Form S-1
filed with the Commission on May 21, 1986 (Registration No.
33-04295), including any amendment filed for the purpose of
updating such description.
6. All other reports filed by the Registrant or the Plan pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in paragraph
1, above.
All documents and other reports subsequently filed by the Registrant or
the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement 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 in this
Registration Statement and to be part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Irvine,
California, on April 30, 1998.
WESTCORP
By: /s/ Ernest Rady
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Ernest S. Rady, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
Signatures Title Date
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/s/ Ernest Rady Chairman of the Board, President and Chief April 30, 1998
- -------------------------- Executive Officer
Ernest S. Rady
/s/ Andrey Kosovych Vice Chairman April 30, 1998
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Andrey R. Kosovych
/s/ J. M. Bardwick Director April 30, 1998
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Judith M. Bardwick
/s/ Stanley Foster Director April 30, 1998
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Stanley E. Foster
/s/ Charles E. Scribner Director April 30, 1998
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Charles E. Scribner
/s/ Howard C. Reese Director April 30, 1998
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Howard C. Reese
/s/ Lee A. Whatcott Senior Vice President (Principal Financial and April 30, 1998
- -------------------------- Accounting Officer) and Chief Financial Officer
Lee A. Whatcott
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Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, California, on April 30,
1998.
THE WESTCORP EMPLOYEE STOCK
OWNERSHIP AND SALARY SAVINGS PLAN
By: /s/ Lee A. Whatcott
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Lee A. Whatcott, Committee Member
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INDEX TO EXHIBITS
Exhibit
No. Exhibit
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4.1 Westcorp Employee Stock Ownership and Salary Saving Plan, as amended
and restated as of May 26, 1994.
4.2 Amendment to Westcorp Employee Stock Ownership and Salary Saving
Plan, adopted August 22, 1995.
4.3 Amendment to Westcorp Employee Stock Ownership and Salary Saving
Plan, adopted July 30, 1996.
5 Opinion of Mitchell, Silberberg & Knupp LLP re: legality
23.1 Consent of Mitchell, Silberberg & Knupp LLP
(included in its opinion contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
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