-----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, RA3QAjYVs85DUsS8XVtoVupR0F+o9lqysuctFyHCNmcHqjXGv5SdHHlQhHak9CM2 5k0v64Pkpx5Etj4Mg2H2mw== 0001209191-06-014985.txt : 20060303 0001209191-06-014985.hdr.sgml : 20060303 20060303121502 ACCESSION NUMBER: 0001209191-06-014985 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: DOWLAN JAMES R CENTRAL INDEX KEY: 0001179874 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09910 FILM NUMBER: 06662501 BUSINESS ADDRESS: BUSINESS PHONE: 9497271041 MAIL ADDRESS: STREET 1: 23 PASTEUR ROAD CITY: IRVINE STATE: CA ZIP: 92618 4 1 biv17839_biv28jrd.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-03-01 0000813461 WESTCORP /CA/ WES 0001179874 DOWLAN JAMES R 23 PASTEUR ROAD IRVINE CA 92618 1 0 0 0 Stock Options - Right to Buy 18.30 2006-03-01 4 D 0 750 D 2009-02-15 Common Stock 750 0 D Stock Options - Right to Buy 18.78 2006-03-01 4 D 0 1000 D 2008-02-20 Common Stock 1000 0 D 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 3000 D 2010-03-03 Common Stock 3000 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. Pursuant to the terms of the Merger Agreement, this option, which was vested in full, was cancelled in exchange for 712 shares of Wachovia common stock. Pursuant to the terms of the Merger Agreement, this option, which was vested in full, was cancelled in exchange for 941 shares of Wachovia common stock. Pursuant to the terms of the Merger Agreement, this option, which provided for vesting in equal annual installments on 2/18/2006 and 2/18/2007, was cancelled in exchange for 1,052 shares of Wachovia common stock. Pursuant to the terms of the Merger Agreement, this option, which provided for vesting in three equal annual installments beginning 3/3/2006, was cancelled in exchange for 1,340 shares of Wachovia common stock. /s/ James R. Dowlan 2006-03-03 -----END PRIVACY-ENHANCED MESSAGE-----