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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): SEPTEMBER 14, 2007
UNIONBANCAL CORPORATION
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(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
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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 8.01 OTHER EVENTS.
As previously disclosed, Union Bank of California, N.A. (the "Bank"), the
Registrant's wholly-owned subsidiary, has been in discussions with the Office of
the Comptroller of the Currency ("OCC") and the Financial Crimes Enforcement
Network ("FinCEN") regarding the imposition of a cease and desist and civil
money penalty order by the OCC and a civil money penalty order by FinCEN
relating to the Bank's Bank Secrecy Act and anti-money laundering controls and
processes. Additionally, the Bank has been cooperating in an investigation by
the U.S. Department of Justice ("DOJ") pertaining to certain past activities
involving the Bank's now-discontinued international banking business. The Bank
sold its international banking business in October 2005.
The Registrant announced today in a press release filed herewith as Exhibit 99.1
that the Bank has entered into a settlement with the OCC, FinCEN and the DOJ.
The settlement involved the following actions:
1. On September 14, 2007, the Bank entered into a Stipulation and Consent
to the Issuance of a Consent Order with the OCC and a Consent Order to
a Civil Money Penalty and to Cease and Desist (the "Order"), copies of
which are filed herewith as Exhibits 99.2 and 99.3, respectively. The
Order supersedes the Memorandum of Understanding made by the Bank with
the OCC on March 23, 2005. The Order imposes a civil money penalty of
$10 million and requires the Bank to take actions to improve Bank
Secrecy Act compliance. As previously disclosed in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
under "Regulatory Matters," the amount of this penalty was charged in
the second quarter of 2007.
2. On the same day, FinCEN executed an Assessment of Civil Money Penalty
(the "Assessment") in the amount of $10 million, a copy of which is
filed herewith as Exhibit 99.4. The Assessment provides that the $10
million penalty is deemed to be satisfied by the Bank's payment of the
civil money penalty of $10 million to the OCC.
3. On September 17, 2007, the Bank entered into a Deferred Prosecution
Agreement ("DPA") with the DOJ, a copy of which is filed herewith as
Exhibit 99.5. Under the DPA, the DOJ has agreed to defer prosecution
for past violations relating to Bank Secrecy Act and anti-money
laundering matters in the Bank's now discontinued international
banking business and to dismiss prosecution completely if the Bank
meets the conditions of the Order for one year. In the DPA, the Bank
also agreed to a make a payment of $21.6 million to the DOJ.
The DOJ payment will be recorded in the quarter ending September 30, 2007, and
will be treated as a cost of discontinued operations. Management does not expect
its compliance with the Order, the Assessment or the DPA will have a material
impact on the Registrant's financial condition or liquidity, nor on the
Registrant's results of operations for periods subsequent to the current
quarter. Management is committed to making all improvements necessary to
strengthen the Bank's Bank Secrecy Act compliance program.
The foregoing descriptions of the Order, the Assessment and the DPA are
qualified in their entirety by reference to the complete text of the Order, the
Assessment and the DPA which are filed as exhibits to this Current Report on
Form 8-K and incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
The following appears in accordance with the Private Securities Litigation
Reform Act. This Current Report on Form 8-K includes forward-looking statements
that involve risks and uncertainties. Such statements include, without
limitation, management's expectations regarding the effect on the Bank of the
Order, the Assessment and the DPA. Forward-looking statements involve certain
risks and uncertainties, and actual results may differ materially from those
discussed in each statement. Factors that could cause actual results to differ
are discussed under the heading "Risk Factors" and in other sections of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2006,
and in the Registrant's other current and periodic reports filed from time to
time with the Commission. All forward-looking statements included in this Report
are based on information available at the time of the Report, and the Registrant
assumes no obligation to update any forward-looking statement.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
______________ ___________
99.1 Press Release dated September 17, 2007
99.2 Stipulation and Consent to the Issuance of a Consent Order
99.3 Consent Order to a Civil Money Penalty and to Cease and Desist
99.4 Assessment of Civil Money Penalty
99.5 Deferred Prosecution Agreement
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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: September 17, 2007
UNIONBANCAL CORPORATION
By: /s/ JOHN H. MCGUCKIN, JR.
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John H. McGuckin, Jr.
EVP, General Counsel and Secretary
(DULY AUTHORIZED OFFICER)
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
______________ ___________
99.1 Press Release dated September 17, 2007
99.2 Stipulation and Consent to the Issuance of a Consent Order
99.3 Consent Order to a Civil Money Penalty and to Cease and Desist
99.4 Assessment of Civil Money Penalty
99.5 Deferred Prosecution Agreement
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