-----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, Kv/b+bon5mpgA7MkoMQpRM6jFY/CCFP/8tu5WNnwrwNWyfRP6+uvGPYFaIXIizlD VA7kksIl9ZNxSKx1azuYsA== 0001209191-06-014967.txt : 20060303 0001209191-06-014967.hdr.sgml : 20060303 20060303120709 ACCESSION NUMBER: 0001209191-06-014967 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: RADY ERNEST S CENTRAL INDEX KEY: 0001221359 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09910 FILM NUMBER: 06662451 BUSINESS ADDRESS: BUSINESS PHONE: 9497271000 MAIL ADDRESS: STREET 1: 23 PASTEUR ROAD STREET 2: C/O WESTCORP CITY: IRVINE STATE: CA ZIP: 92618 4 1 biv17839_biv19esr.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-03-01 1 0000813461 WESTCORP /CA/ WES 0001221359 RADY ERNEST S C/O AMERICAN ASSETS, INC. 11455 EL CAMINO REAL #200 SAN DIEGO CA 92130-2045 1 1 1 0 Chief Executive Officer Common Stock 2006-03-01 4 U 0 4523836 D 0 I See footnote Common Stock 2006-03-01 4 U 0 18806168 D 0 I See footnote Common Stock 2006-03-01 4 U 0 288432 D 0 I See footnote Common Stock 2006-03-01 4 U 0 482162 D 0 I See footnote Common Stock 2006-03-01 4 U 0 3804551 D 0 I See footnote Common Stock 2006-03-01 4 U 0 26132 D 0 I See footnote Common Stock 2006-03-01 4 U 0 76250 D 0 I See footnote Stock Options- Right to buy 42.19 2006-03-01 4 U 0 13333 D 2009-02-18 Common Stock 13333 0 D Stock Options- Right to buy 46.66 2006-03-01 4 U 0 40000 D 2010-03-03 Common Stock 40000 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. By the Ernest Rady Trust, as to which Mr. Rady is the sole trustee. By American Assets, Inc By Evelyn Shirley Rady Trust. By DHM Trust By Insurance Company of the West. By Explorer Insurance Company. 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 will vest on 2/18/2007, was assumed by Wachovia in the merger and was replaced with an option to purchase 16,998 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 provides for vesting in three equal annual installments beginning 3/3/2006, was assumed by Wachovia in the merger and was replaced with an option to purchase 50,996 shares of Wachovia common stock at a per share exercise price of $36.60. /s/ Ernest Rady 2006-03-03 -----END PRIVACY-ENHANCED MESSAGE-----