-----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, Tr+kJ5oIirNvnGbqjAsjN0t10pMzZg2eGq9c7lncyLZv37YmQjGa/fGz7fvPurYS xZx8dsBd3GjSqbv8CQJkpw== 0001209191-06-014961.txt : 20060303 0001209191-06-014961.hdr.sgml : 20060303 20060303120417 ACCESSION NUMBER: 0001209191-06-014961 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060301 FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WESTCORP /CA/ CENTRAL INDEX KEY: 0000813461 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 510308535 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 23 PASTEUR RD CITY: IRVINE STATE: CA ZIP: 92618-3804 BUSINESS PHONE: 9497271000 MAIL ADDRESS: STREET 1: 23 PASTEUR RD CITY: IRVINE STATE: CA ZIP: 92718-3804 FORMER COMPANY: FORMER CONFORMED NAME: WESTCORP INC DATE OF NAME CHANGE: 19900917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PALMER J KEITH CENTRAL INDEX KEY: 0001179888 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09910 FILM NUMBER: 06662442 BUSINESS ADDRESS: BUSINESS PHONE: 9497271041 MAIL ADDRESS: STREET 1: 23 PASTEUR ROAD CITY: IRVINE STATE: CA ZIP: 92618 4 1 biv17839_biv17jkp.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-03-01 1 0000813461 WESTCORP /CA/ WES 0001179888 PALMER J KEITH 23 PASTEUR ROAD IRVINE CA 92618 0 1 0 0 VP/Treasurer Common Stock 2006-03-01 4 D 0 22861 D 0 D Common Stock 2006-03-01 4 D 0 6400 D 0 I See Footnote Stock Options - Right to Buy 42.19 2006-03-01 4 D 0 2000 D 2009-02-18 Common Stock 2000 0 D Stock Options - Right to Buy 46.66 2006-03-01 4 D 0 6000 D 2010-03-03 Common Stock 6000 0 D Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2005, as amended and restated, by and between Wachovia Corporation, a North Carolina corporation ("Wachovia"), Westcorp, a California corporation (the "Issuer"), Western Financial Bank, a federal savings bank, and WFS Financial Inc, a California corporation ("WFS"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (a) each outstanding share of common stock of the Issuer was converted into the right to receive 1.2749 shares of common stock of Wachovia, (b) outstanding stock options of the Issuer granted to officers and employee directors of the Issuer were assumed by Wachovia, and (c) outstanding stock options of the Issuer held by non-employee directors of the Issuer and WFS were cancelled in exchange for Wachovia common stock in an amount determined pursuant to the terms of the Merger Agreement. Shar eholders received cash in lieu of fractional shares of Wachovia common stock pursuant to the terms of the Merger Agreement. Represented in Units. Units represent ownership interests in the Westcorp Employee Stock Ownership and Salary Savings Plan that includes both Westcorp common stock and cash. Pursuant to the terms of the Merger Agreement, this option, which vests in three equal annual installments beginning 2/18/2005, was assumed by Wachovia in the merger and was replaced with an option to purchase 2,549 shares of Wachovia common stock at a per share exercise price of $33.10. Pursuant to the terms of the Merger Agreement, this option, which vests in three equal annual installments beginning 3/3/2006, was assumed by Wachovia in the merger and was replaced with an option to purchase 7,648 shares of Wachovia common stock at a per share exercise price of $36.60. /s/ Keith Palmer 2006-03-03 -----END PRIVACY-ENHANCED MESSAGE-----