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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): MARCH 23, 2007
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 File Number) (IRS Employer
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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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On March 23, 2007, Union Bank of California, N.A. (the "Bank"), a wholly owned
subsidiary of UnionBanCal Corporation (the "Registrant"), issued $750 million in
aggregate principal amount of Floating Rate Senior Bank Notes due 2009 (the
"Senior Notes due 2009"). The Senior Notes due 2009 were issued to purchasers at
a price of 100%, resulting in proceeds to the Bank, after dealer discount, of
$749,250,000. The Senior Notes due 2009 are not redeemable at the option of the
Bank prior to maturity or subject to repayment at the option of the holders
prior to maturity. The Senior Notes due 2009 will bear interest at a floating
rate of 3-Month LIBOR plus 2 basis points, payable and reset quarterly on the
23rd of March, June, September and December of each year, with the first
interest payment and interest reset date on June 23, 2007. The Senior Notes due
2009 will mature on March 23, 2009. The net proceeds from the sale of the Senior
Notes due 2009 will be used by the Bank for general corporate purposes in the
ordinary course of its business.
The Senior Notes due 2009 were issued as part of a bank note program established
May 5, 2006 under which the Bank may issue, from time to time, senior bank notes
with maturities ranging from seven days to and including one year from their
respective dates of issue (the "Short Term Senior Notes"), senior bank notes
with maturities of more than one year from their respective dates of issue (the
"Medium Term Senior Notes" and, together with the Short Term Senior Notes, the
"Senior Notes") and subordinated bank notes with maturities of five years or
more from their respective dates of issue (the "Subordinated Notes" and,
together with the Senior Notes, the "Notes"). Under the current authorizations,
the Bank has authorized the issuance, offer and sale from time to time of Notes,
subject to the limitations that (i) not more than $4 billion (or the equivalent
thereof in other currencies) aggregate principal amount of Notes with maturities
of more than 270 days from their respective dates of issue may be issued; and
(ii) Short Term Senior Notes having maturities ranging from seven days to 270
days from their respective dates of issue may be issued from time to time and
may be outstanding at any one time in an aggregate maximum principal amount
equal to $2 billion (or the equivalent thereof in other currencies) minus the
aggregate principal amount of Notes in excess of $2 billion having maturities of
more than 270 days from their respective dates of issue which have been issued
(whether or not then outstanding).
After issuing the Senior Notes due 2009 and $700 million of the Bank's 5.95%
Subordinated Bank Notes due 2016 (issued on May 11, 2006 and described in the
Registrant's Current Report on Form 8-K dated May 11, 2006), there is $2.55
billion available for issuance under the program.
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: March 26, 2007
UNIONBANCAL CORPORATION
By: /s/ DAVID I. MATSON
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David I. Matson
Vice Chairman & Chief Financial Officer
(Duly Authorized Officer)