Westcorp
 

As filed with the Securities and Exchange Commission on July 2, 2003
Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Westcorp

(Exact name of registrant as specified in its charter)
     
California   51-0308535
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification Number)
23 Pasteur
Irvine, California 92618-3816
(949) 727-1002
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Ernest S. Rady

Chief Executive Officer
Westcorp
23 Pasteur
Irvine, California 92618-3816
(949) 727-1002
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

     
Andrew E. Katz, Esq.
Mitchell Silberberg & Knupp LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-2000		   Gregg A. Noel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, CA 90071
(213) 687-5000

     Approximate date of commencement of proposed sale to the public: As promptly as possible following the declaration of effectiveness of this Registration Statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    þ Registration No. 333-106037

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

CALCULATION OF REGISTRATION FEE

                 
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Aggregate Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share Price(1)(2) Registration Fee(2)
Common Stock, par value $1 per share
  904,000   $28.00   $25,312,000   $2,048

(1)  Includes shares of common stock that may be sold pursuant to the underwriters’ option to purchase additional shares.
 
(2)  Calculated in accordance with Rule 457, based upon the price at which the securities will be sold.

 

Explanatory Note

      This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, the signature page, an exhibit index, an exhibit 5 opinion, an accountant’s consent and the other documents listed on the exhibit index, if any. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3, as amended (File No. 333-106037) of Westcorp, including the exhibits thereto, are incorporated by reference into this registration statement.

 

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on July 1, 2003.

  WESTCORP

  By:  /s/ GUY DU BOSE
 
  Guy Du Bose
  Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

             
Signature Title Date
*
Ernest S. Rady 		  Chairman of the Board and
Chief Executive Officer 		  July 1, 2003
 
*
Thomas A. Wolfe 		  President and Director   July 1, 2003
 
*
Judith M. Bardwick 		  Director   July 1, 2003
 
*
Robert T. Barnum 		  Director   July 1, 2003
 
*
James R. Dowlan 		  Director   July 1, 2003
 
*
Duane A. Nelles 		  Director   July 1, 2003
 
*
Harry Rady 		  Director   July 1, 2003
 
*
Charles E. Scribner 		  Director   July 1, 2003
 
*
Lee A. Whatcott 		  Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)   July 1, 2003
 
*By:   /s/ GUY DU BOSE
Guy Du Bose
Attorney-in-fact 		       

II-6

 

         
Exhibit
No. Description of Exhibit
    5     Opinion of Mitchell Silberberg & Knupp LLP with respect to legality
   23.1     Consent of Ernst & Young LLP
   23.2     Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5, above)
   24     Power of attorney (filed as Exhibit 24 to the registration statement of Westcorp (File No. 333-106037) on June 11, 2003 and incorporated herein by reference.)