-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J7VmH5IZrPPBGmGGU2g1dP78ebwGWg5gISPiqD4y8v3rKrC8svVPy1nyxujFyICT NIaygP+tq41MxjyZfAB0LA== 0001011659-05-000005.txt : 20050406 0001011659-05-000005.hdr.sgml : 20050406 20050406144824 ACCESSION NUMBER: 0001011659-05-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050406 DATE AS OF CHANGE: 20050406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCAL CORP CENTRAL INDEX KEY: 0001011659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941234979 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15081 FILM NUMBER: 05736642 BUSINESS ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 BUSINESS PHONE: 4157652969 MAIL ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 8-K 1 form8k040605.txt FORM 8-K, DATE OF REPORT APRIL 1, 2005 - -------------------------------------------------------------------------------- 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): April 1, 2005 UnionBanCal Corporation (Exact name of registrant as specified in its charter) Delaware 001-15081 94-1234979 (State of Incorporation) (Commission File Number) (IRS Employer Identi- fication 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 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. On April 1, 2005, the Company received a notice from the Administrator of the Union Bank of California, N.A. 401(k) Plan and Trust (the "Plan") pursuant to Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, related to a blackout period which will occur under the Plan in connection with the implementation of changes in investment fund selections under the Plan. The blackout period is expected to begin May 2, 2005 and end May 13, 2005. The Company will provide notice of the blackout period to its directors and Section 16 officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the notice is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: Exhibit No. Description - --------------- --------------------------------------------------------------- 99.1 Notice of Blackout Period to Directors and Section 16 Officers of UnionBanCal Corporation. 2 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: April 6, 2005 UNIONBANCAL CORPORATION By: /S/ JOHN H. MCGUCKIN, JR. ------------------------------------ John H. McGuckin, Jr. EVP, General Counsel & Secretary (Duly Authorized Officer) 3 EXHIBIT INDEX Exhibit No. Description - --------------- --------------------------------------------------------------- 99.1 Notice of Blackout Period to Directors and Section 16 Officers of UnionBanCal Corporation. 4 EX-99 2 exhibit99-1040605.txt NOTICE OF BLACKOUT PERIOD FOR 401(K) PLAN EXHIBIT 99.1 April __, 2005 TO: Directors and Section 16 Officers of UnionBanCal Corporation FROM: John H. McGuckin, Jr. EVP, General Counsel & Secretary NOTICE OF BLACKOUT PERIOD FOR 401(K) PLAN o This notice is required pursuant to the Sarbanes-Oxley Act o You may not conduct transactions in UnionBanCal equity securities during the "blackout period" described below that we expect to begin May 2, 2005 and end May 13, 2005, except that you may make gifts during this period. o You are also subject to the UnionBanCal insider trading policy that restricts your ability to conduct transactions in UnionBanCal securities except during window periods. The window is now closed and the next window period is scheduled for the period April 25, 2005 through and including April 29, 2005. This is to notify you of an upcoming blackout period under the Union Bank of California, N.A. 401(k) Plan and Trust (the "Plan"). During this trading blackout, your ability to conduct transactions in UnionBanCal equity securities will be limited. We expect the blackout period to begin May 2, 2005 and end May 13, 2005. The blackout period will allow the Plan make changes in investment fund selections. During the blackout period, participants will be unable to direct or diversify investments in their individual accounts or obtain a loan, withdrawal or distribution from the Plan. Participants in the Plan have already been notified of the blackout period. In addition, because the Plan offers UnionBanCal common stock as an investment option, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 UNIONBANCAL DIRECTORS AND SECTION 16 OFFICERS ARE NOT PERMITTED TO TRADE IN UNIONBANCAL EQUITY SECURITIES WHILE PLAN PARTICIPANTS ARE UNABLE TO TRANSACT IN THE PLAN. This means that except as provided in the next paragraph, during the blackout period you may not directly or indirectly purchase, sell, or otherwise acquire or transfer any UnionBanCal equity securities (INCLUDING THE EXERCISE OF ANY OPTIONS OR THE SALE OF ANY RESTRICTED STOCK). This prohibition applies to UnionBanCal equity securities you hold both inside and outside the Plan. Gifts, dividend reinvestments under a dividend reinvestment plan and trading pursuant to a 10b5-1 trading plan are exempt from this prohibition. Please note that the restrictions described in this notice are in addition to the normal restrictions on trading activity that UnionBanCal imposes on directors and executive officers. In particular, 1 you continue to be subject to the UnionBanCal insider trading policy which prohibits most transactions until the next window period. If you have any questions with respect to this notice, please contact me at (415) 765-2969. John H. McGuckin, Jr. EVP, General Counsel & Secretary UnionBanCal Corporation 400 California Street San Francisco, CA 94104-1302 2 -----END PRIVACY-ENHANCED MESSAGE-----