Westcorp Announces Terms of Rights Offering Transaction

Westcorp Announces Terms of Rights Offering Transaction

Business Editors

IRVINE, Calif.–(BUSINESS WIRE)–Feb. 11, 2002

Westcorp (NYSE:WES), the financial services holding company whose principal subsidiaries are WFS Financial (Nasdaq:WFSI) and Western Financial Bank, announced today that the board of directors has approved the price for the previously announced rights offering of $15.75 per share.

Holders of record of common stock as of the close of business on Feb. 12, 2002 will receive one basic subscription right, at no cost to those holders, for each share of common stock held by them. Holders will be entitled to purchase one share of Westcorp stock for each 11.0 rights that they hold.

The rights are transferable and are expected to trade on the New York Stock Exchange under the symbol “WES Rt.” Shareholders who exercise their basic subscription rights in full will also have the ability to purchase additional shares of common stock at the offering price on a pro rata basis to the extent any shares remain available at the expiration date.

The rights will expire on March 4, 2002 at 5 p.m., Eastern Daylight Time, unless the company decides, in its sole discretion, to extend the expiration date. If all of the shares offered are purchased, the total number of outstanding shares of common stock will be increased by 9%.

The company also announced that the Securities and Exchange Commission has today declared effective the registration statement relating to this rights offering.

Ernest Rady, the controlling shareholder of the company, has informed the company that he intends to exercise his rights and expects to also exercise his right to oversubscribe. Rady is currently the owner of approximately 68% of the common stock of the company.

As soon as practicable after the record date, the company expects to mail to its stockholders of record a final prospectus for this rights offering accompanied by a subscription warrant and related instructions for exercising or selling their rights. The prospectus will contain a description of the rights offering and other relevant information.

If the subscription materials do not arrive within a reasonable time after the record date, stockholders should notify their broker or they may contact the information agent, Mellon Investor Services LLC, at 44 Wall Street, 7th Floor, New York, N.Y., 10005 or telephone 866/825-8874.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.

Westcorp is a financial services holding company whose principal subsidiaries are WFS Financial Inc and Western Financial Bank. Westcorp is a publicly owned company whose common stock is traded on the New York Stock Exchange under the symbol WES. Information about Westcorp can be found at its Web site at http://westcorpinc.com.

Westcorp, through its subsidiary, WFS, is one of the nation’s largest independent automobile finance companies. WFS specializes in originating, securitizing, and servicing new and pre-owned prime and non-prime credit quality automobile contracts through its nationwide relationships with automobile dealers. Information about WFS can be found at its Web site at http://www.wfsfinancial.com.

Westcorp, through its subsidiary, Western Financial Bank, operates 25 retail bank branches throughout California and provides commercial banking services in Southern California. Information on the products and services offered by the bank can be found at its Web site at http://www.wfb.com.

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