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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): OCTOBER 26, 2005
UNIONBANCAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-15081 94-1234979
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
400 California Street
San Francisco, CA 94104-1302
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(Address of principal executive offices) (Zip Code)
Tel. (415) 765-2969
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Registrant's telephone number, including area code
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))
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1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 1, 2005, each non-employee director of UnionBanCal will
receive a restricted stock award under the Year 2000 UnionBanCal Management
Stock Plan with a fair market value of $55,000 as of July 27, 2005. These awards
will vest in full on July 1, 2006.
On November 1, 2005, Mr. Dean Yoost, a new director of UnionBanCal
Corporation, will receive a restricted stock award under the Year 2000
UnionBanCal Management Stock Plan with a fair market value of $110,000 as of
October 26, 2005. Two-thirds of this award will vest on November 1, 2006 and the
remaining portion will vest equally on November 1, 2007 and November 1, 2008.
The restricted stock awards for non-employee directors were further
described in UnionBanCal Corporation's Form 8-K dated July 27, 2005. The form of
restricted stock award agreement for non-employee directors of UnionBanCal
Corporation will be filed with UnionBanCal Corporation's 2005 Annual Report.
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) RESIGNATION OF DIRECTORS. Effective October 26, 2005, Takahiro
Moriguchi resigned as a Director of UnionBanCal Corporation and Norimichi Kanari
resigned as a Director of Union Bank of California, N.A.
(d) ELECTION OF DIRECTORS.
Effective October 26, 2005, Dean A. Yoost was elected a Director of
UnionBanCal Corporation and a Director of Union Bank of California, N.A. and a
member of the Board's Audit Committee and Public Policy Committee. Mr. Yoost,
55, retired from PricewaterhouseCoopers in July 2005, where he held various
Partner positions in Tokyo, Beijing, Los Angeles, New York, Minneapolis and
Irvine since 1974; most recently as the Managing Partner of the Orange County
practice and as the Western Region Leader of Dispute Analysis and
Investigations. He served on PriceWaterhouseCooper's Global Oversight Board,
comprised of the most senior partners in the firm, from 2001 until his
retirement. Mr. Yoost has served as a Director of Emulex Corporation since
August 2005.
Effective October 26, 2005, Masashi Oka was elected a Director of
UnionBanCal Corporation and a Director of Union Bank of California, N.A. and a
member of the Board's Executive Committee and Finance & Capital Committee. Mr.
Oka, 50, was elected Vice Chairman and a major policy-making officer of
UnionBanCal Corporation and Union Bank of California, N.A. on July 27, 2005.
Beginning in 1998, Mr. Oka held the following positions with The Bank of
Tokyo-Mitsubishi, Ltd.: Chief Manager, Corporate Banking Division No. 2 until
April 2001; General Manager, Syndications Office, Structured Finance Division
until October 2002; General Manager, Global Syndications Office, Debt Finance
Division until June 2004; and General Manager & Global Head, Syndicated Finance
Division until April 2005. From April 2005 until June 2005, Mr. Oka was Chairman
of the Japan Syndication and Loan-Trading Association.
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: October 26, 2005
UNIONBANCAL CORPORATION
/s/ JOHN H. MCGUCKIN, JR.
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By: John H. McGuckin, Jr.
EVP, GENERAL COUNSEL & SECRETARY
(DULY AUTHORIZED OFFICER)