<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GOLDEN STATE BANCORP INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
GOLDEN STATE BANCORP INC.
414 NORTH CENTRAL AVENUE
GLENDALE, CALIFORNIA 91203
September 29, 1997
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Golden State Bancorp Inc. ("Golden State"),
the holding company for Glendale Federal Bank, Federal Savings Bank, which
will be held in Ballroom D at the Universal City Hilton and Towers, located at
555 Universal Terrace Parkway, Universal City, California, at 10:00 a.m. on
Tuesday, October 28, 1997.
As described in the accompanying Notice of Annual Meeting of Stockholders
and Proxy Statement, you will be asked at the Annual Meeting to consider and
vote upon the election of directors and the appointment of the independent
auditors for Golden State.
Your vote is very important, regardless of the amount of stock you own.
Please complete and sign each proxy card you receive and return it as soon as
possible in the postage-paid envelope provided even if you currently plan to
attend the Annual Meeting. This will not prevent you from voting in person,
but will assure that your vote is counted if you become unable to attend the
meeting.
Thank you for your consideration of these matters and please vote today.
Sincerely,
/s/ Stephen J. Trafton
Stephen J. Trafton
Chairman of the Board
IMPORTANT: IF YOUR GOLDEN STATE STOCK IS HELD IN THE NAME OF A BROKERAGE
FIRM OR NOMINEE, ONLY IT CAN EXECUTE A PROXY ON YOUR BEHALF. TO ENSURE THAT
YOUR STOCK IS VOTED, WE URGE YOU TO FOLLOW THE VOTING INSTRUCTIONS PROVIDED TO
YOU BY SUCH FIRM OR NOMINEE WITH THIS PROXY STATEMENT OR TO TELEPHONE THE
INDIVIDUAL RESPONSIBLE FOR YOUR ACCOUNT TODAY AND OBTAIN INSTRUCTIONS ON HOW
TO DIRECT HIM OR HER TO EXECUTE A PROXY.
IF YOU HAVE ANY QUESTIONS OR NEED HELP IN VOTING YOUR STOCK OR NEED
DIRECTIONS TO THE ANNUAL MEETING SITE, PLEASE TELEPHONE INVESTOR RELATIONS:
(818) 500-2723, OR CALL OUR PROXY SOLICITOR, MCCORMICK AND PRYOR: (800) 476-
2508 (PIN NUMBER 4536).
<PAGE>
GOLDEN STATE BANCORP INC.
414 NORTH CENTRAL AVENUE
GLENDALE, CALIFORNIA 91203
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 28, 1997
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Golden
State Bancorp Inc. will be held in Ballroom D at the Universal City Hilton and
Towers, located at 555 Universal Terrace Parkway, Universal City, California,
on Tuesday, October 28, 1997, at 10:00 a.m., California time, to:
1.Elect three directors for terms of three years each and one director for a
term of one year.
2.Ratify the appointment of KPMG Peat Marwick LLP as Golden State's
independent auditors for the fiscal year ending June 30, 1998.
3.Transact such other business as may properly come before the Annual
Meeting or any adjournment thereof and may properly be acted upon.
The Board of Directors has selected September 9, 1997 as the record date for
the Annual Meeting. Only those stockholders of record at the close of business
on that date will be entitled to notice of and to vote at the Annual Meeting
or any postponements or adjournments thereof.
By order of the Board of Directors
/s/ James R. Eller, Jr.
James R. Eller, Jr.
Secretary
Glendale, California
September 29, 1997
<PAGE>
GOLDEN STATE BANCORP INC.
414 NORTH CENTRAL AVENUE
GLENDALE, CALIFORNIA 91203
----------------
PROXY STATEMENT
----------------
VOTING AT THE ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Golden State Bancorp Inc. ("Golden
State") for use at the Annual Meeting of Stockholders of Golden State to be
held on October 28, 1997, and at any postponements or adjournments thereof.
The approximate date of mailing of this Proxy Statement is September 29, 1997.
The Board of Directors of Golden State has selected September 9, 1997 as the
record date (the "Record Date") for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. At the close of business on
the Record Date, the only class of stock outstanding and entitled to vote at
the meeting was Golden State's common stock, of which 50,437,623 shares were
issued and outstanding.
The holders of common stock entitled to vote at the Annual Meeting will have
one vote per share on all matters to come before the Annual Meeting other than
the election of directors. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted for a vote of the stockholders. If a broker indicates on its proxy
that the broker does not have discretionary authority to vote on a particular
matter as to certain shares, those shares will be counted for general quorum
purposes but will not be considered as present and entitled to vote with
respect to that matter.
Stockholders will be entitled to cumulate their votes with respect to the
election of directors. Cumulative voting entitles each stockholder to give one
candidate as many votes as the number of directors to be elected multiplied by
the number of shares held by such stockholder or to distribute such votes on
the same principle among any number of candidates. The election of directors
will require the affirmative vote of a plurality of the shares of common stock
voting in person or by proxy at the Annual Meeting. The proxy enclosed with
this proxy statement grants discretionary authority to cumulate votes in such
manner as the proxy holders deem appropriate. If a stockholder withholds his
or her vote for any individual nominee in the manner instructed on the proxy
card, the stockholder's votes will be voted for the remaining nominees in such
manner as the proxy holders determine.
All valid proxies received in response to this solicitation will be voted in
accordance with the instructions indicated thereon by the stockholders giving
such proxies. If no contrary instructions are given, such proxies will be
voted FOR the election of each of the nominees for election as directors
named, or as many thereof as may be elected with the proxies received, and FOR
ratification of the appointment of KPMG Peat Marwick LLP as Golden State's
independent auditors for the fiscal year ending June 30, 1998. Any stockholder
has the power to revoke his or her proxy at any time before it is voted at the
Annual Meeting by giving written notice of such revocation to the Secretary of
Golden State (which notice may be given by the filing of a duly executed proxy
bearing a later date) or by attending the Annual Meeting and voting in person.
The cost of this solicitation will be paid by Golden State. Golden State has
retained McCormick & Pryor to assist in the solicitation of proxies for a fee
of $7,500 and reimbursement of certain expenses. To the extent necessary,
proxies may also be solicited by personnel of Golden State in person, by
telephone or through other forms of communication. Golden State personnel who
participate in this solicitation will not receive any additional compensation
for such solicitation. Golden State will request record holders of shares
beneficially owned by others to forward this proxy statement and related
materials to the beneficial owners of such shares and will reimburse such
record holders for their reasonable expenses incurred in doing so.
1
<PAGE>
FORMATION OF GOLDEN STATE AND BASIS OF PRESENTATION
Golden State was incorporated on June 9, 1997 for the purpose of becoming
the holding company for Glendale Federal Bank, Federal Savings Bank ("Glendale
Federal"), in a transaction that was completed on July 24, 1997. Except where
the context otherwise requires, the term "Company" includes both Golden State
and Glendale Federal.
ELECTION OF DIRECTORS
Golden State's Certificate of Incorporation and Bylaws provide, with certain
exceptions, that the authorized number of directors shall be not fewer than
five and not more than fifteen, with the exact number of directors to be fixed
from time to time by Golden State's Board of Directors. Golden State's
Certificate of Incorporation and Bylaws also provide that the Board of
Directors shall be divided into three classes, with the members of each class
to be elected for terms of three years and with one of the three classes of
directors to be elected each year.
The Board of Directors presently consists of twelve directors, six of whose
terms will expire at the Annual Meeting. Richard H. Daniel, whose term as a
director expires at the Annual Meeting, is retiring. Orin S. Kramer, whose
term as a director also expires at the Annual Meeting, has decided not to
stand for re-election. The Board has determined not to replace Messrs. Daniel
and Kramer and has fixed the number of directors at ten. The Board of
Directors has nominated three of the Directors whose terms expire at the
Annual Meeting, Brian P. Dempsey, Cora M. Tellez and Stephen J. Trafton, for
re-election as Directors with terms to expire at the Company's Annual Meeting
in the year 2000 and has nominated one of the Directors whose term expires at
the Annual Meeting, Paul J. Orfalea, for re-election as a Director with a term
to expire at the Company's 1998 Annual Meeting. Each of the nominees has
indicated his willingness to serve if elected. If any nominee becomes unable
to serve, the proxies solicited hereby will be voted for the election of such
other person or persons as the Board of Directors may select.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF
MESSRS. DEMPSEY, ORFALEA, TELLEZ AND TRAFTON AS DIRECTORS OF GOLDEN STATE.
The following table sets forth the names of and certain information with
respect to the four persons nominated by the Board of Directors for election
as directors of Golden State at the Annual Meeting and each other director of
Golden State who will continue to serve as a director after the Annual
Meeting.
<TABLE>
<CAPTION>
DIRECTOR TERM POSITIONS CURRENTLY
NOMINEES FOR DIRECTOR AGE SINCE(1) EXPIRING HELD WITH GOLDEN STATE
--------------------- --- -------- -------- ----------------------
<S> <C> <C> <C> <C>
Brian P.
Dempsey(3)(4)(5)(6)......... 59 1991 2000 Director
Paul J. Orfalea.............. 49 1997 1998 Director
Cora M. Tellez............... 48 1997 2000 Director
Stephen J. Trafton(5)........ 51 1991 2000 Chairman of the Board,
Chief Executive
Officer, President
and Director
<CAPTION>
CONTINUING DIRECTORS
--------------------
<S> <C> <C> <C> <C>
Diane C. Creel(6)(7)......... 48 1992 1998 Director
Vice Chairman and
Richard A. Fink(3)(4)(5)(6).. 57 1992 1998 Director
John F. King(5)(6)(7)........ 64 1994 1998 Director
John F. Kooken(2)(4)(5)(7)... 65 1992 1999 Director
Thomas S. Sayles............. 46 1997 1999 Director
Gilbert R. Vasquez(2)(3)..... 57 1981 1999 Director
</TABLE>
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(1) The date given includes service as a director of Glendale Federal and of
GLENFED, Inc., the former holding company of Glendale Federal.
(2) Member of the Audit Committee of the Company, of which Mr. Kooken is
Chair.
(3) Member of the Community Investment Committee of the Company, of which Mr.
Daniel is Chair.
(4) Member of the Credit Review Committee of the Company, of which Mr. Dempsey
is Chair.
(5) Member of the Executive Committee of the Company, of which Mr. Trafton is
Chair.
2
<PAGE>
(6) Member of the Finance Committee of the Company, of which Mr. King is
Chair.
(7) Member of the Officer Compensation and Personnel Committee of the Company,
of which Ms. Creel is Chair.
NOMINEES FOR DIRECTOR:
Brian P. Dempsey is, and has been since September 1996, Vice Chairman of the
Board and a Director of Continental Savings Bank, headquartered in Seattle,
Washington. From January 1995 until September 1996, Mr. Dempsey was the
President of Dempsey & Associates, a financial services consulting firm. From
1961 until January 1995, Mr. Dempsey was an officer of University Savings
Bank, becoming its Chief Executive Officer in 1984 and its Chairman in 1989.
Paul J. Orfalea founded Kinko's, Inc. in 1970 and has been its Chairperson
since 1986. Mr. Orfalea is a Director of Expresso Cafe Corporation, DataProse,
Inc., Santa Barbara Community College and the University of California at
Santa Barbara Foundation.
Cora M. Tellez is President and Chairman of Prudential Health Care Plan of
California, Inc. She is a member of the Boards of Directors of the California
Association of Health Plans, Holy Names College, the S. H. Cowell Foundation
and Asian Community Mental Health Services. She is also a Member of the Mayor
of San Francisco's Blue Ribbon Committee on Health Care and of the Advisory
Panel of the University of San Francisco's School of Dentistry. From December
1978 until June 1994 she was Vice President and Regional Manager of the Kaiser
Foundation Health Plan. From June 1994 until June 1997 she was a Senior Vice
President of Blue Shield of California. She became President and Chairman of
Prudential Health Care of California, Inc. in July 1997.
Stephen J. Trafton became Chairman of the Board, Chief Executive Officer and
President of Golden State in June 1997. He joined Glendale Federal as Senior
Executive Vice President and Chief Financial Officer in July 1990. In June
1991, he was elected Vice Chairman of the Board and Chief Financial Officer of
Glendale Federal. Since April 1992, Mr. Trafton has served as Chairman of the
Board, Chief Executive Officer and President of Glendale Federal.
CONTINUING DIRECTORS:
Diane C. Creel is Chief Executive Officer and President of The Earth
Technology Corporation, headquartered in Long Beach, California. She also
serves as a Director of Allegheny Teledyne, Rohr, Inc., and The Fixed Income
Funds of the American Funds Group. Ms. Creel served as Chief Operating Officer
of The Earth Technology Corporation from December 1987 until January 1993. She
became its President in September 1988 and its Chief Executive Officer in
January 1993. She served as Chairwoman from March 1993 until January 1996 when
The Earth Technology Corporation was sold to Tyco International.
Richard A. Fink has been Vice Chairman and a Director of Golden State since
June 1997, and has been Senior Executive Vice President and a Director of
Glendale Federal since May 1992. He served as Chief Legal Officer from May
1992 until April 1994; as Director, Corporate Development, from April 1994
until February 1996; and has served as Chief Credit Officer since February
1996. From 1980 until May 1992, he was a partner in the law firm of McKenna &
Fitting and was actively involved in advising Glendale Federal with respect to
legal and regulatory matters. On March 31, 1993 a state court receiver was
appointed for McKenna & Fitting.
John F. King is President and Chief Executive Officer of Weingart Center
Association, a nonprofit association whose goal is to help break the cycle of
the homeless. He served as a Senior Advisor to Union Bank of Switzerland from
1990 to 1993. Mr. King is a former Vice Chairman of Crocker National Bank and
a former Chairman of the Board of First Interstate Bank of California. Mr.
King is a Director of Ameron International, Inc., a Trustee of the University
of Southern California and of the California Hospital Center Foundation, a
Director of the National Institute of Transplantation Foundation and the
founding Chairperson of Kidspace.
3
<PAGE>
John F. Kooken retired as Vice Chairman and Chief Financial Officer of
Security Pacific Corporation in 1992 after 32 years with the company. Mr.
Kooken is also a director of the Centris Group, Inc. and of Pacific Gulf
Properties, Inc.
Thomas S. Sayles is Senior Vice President, Consumer Markets, of Energy
Pacific, a joint venture between Pacific Enterprises and Enova Corporation,
and Vice President of Pacific Enterprises. From July 1991 until December 1992,
he was Commissioner of Corporations of the State of California. From January
1993 until December 1993, he was Secretary of the Business, Transportation and
Housing Agency of the State of California. He became Vice President of Pacific
Enterprises in January 1994 and Senior Vice President of Energy Pacific in
January 1997.
Gilbert R. Vasquez is Managing Partner of Vasquez, Farukhi & Company, a
certified public accounting firm in Los Angeles, California. Mr. Vasquez is a
director of several nonprofit organizations. From 1980 to 1993 he served as a
director of General Telephone Company of California and from 1987 to 1996 he
was a director of Blue Cross of California.
MEETINGS AND COMMITTEES:
Golden State became the holding company for Glendale Federal after fiscal
1997. Prior to its becoming the holding company for Glendale Federal and in
fiscal 1997, its Board of Directors met twice, with all Directors being in
attendance. Golden State has three standing Committees: Executive, Audit and
Stock Option, none of which met in fiscal 1997. The duties of the Executive
and Audit Committees are the same as those of the respective Executive and
Audit Committees of Glendale Federal identified below. The Stock Option
Committee administers Golden State's Stock Option and Long-Term Performance
Incentive Plan.
The Board of Directors of Glendale Federal, which met eleven times in fiscal
1997, had standing Executive, Audit, Community Investment, Credit Review,
Finance and Officer Compensation and Personnel Committees.
The Executive Committee, which, with certain exceptions, may exercise the
authority of the Board of Directors when the Board is not in session, met
twice in fiscal 1997.
The Audit Committee, which met nine times during fiscal 1997, reviews and
reports to the Board of Directors with respect to various auditing and
accounting matters, including the selection of the Company's independent
auditors.
The Community Investment Committee, which met four times during fiscal 1997,
oversees and participates in the development and implementation of the
Company's policies and programs adopted to comply with federal fair lending
and credit availability statutes and regulations.
The Credit Review Committee reviews the credit quality, portfolio structure
and portfolio monitoring activities of the Company and its subsidiaries.
During fiscal 1997, this Committee met eleven times.
The Finance Committee met twelve times in fiscal 1997. The Finance Committee
oversees the asset/liability risk management activities of the Company and
reviews the performance of the Company under its business plans.
The Officer Compensation and Personnel Committee approves, subject to the
approval of the Board of Directors with respect to Mr. Trafton, the
compensation for Mr. Trafton and all executive vice presidents and other
executive officers of the Company who report directly to Mr. Trafton, reviews
the compensation of all other officers of the Company and reviews and approves
the Company's benefit programs. During fiscal 1997 and until Golden State
became the holding company for Glendale Federal on July 24, 1997, the
Committee also granted stock options to Mr. Trafton and all other officers.
During fiscal 1997, this Committee met nine times.
During fiscal 1997, Ms. Creel attended less than 75% of the combined total
of meetings held by the Glendale Federal Board of Directors and of Board
committees on which she served.
4
<PAGE>
The Board of Directors of Golden State acts as the Nominating Committee of
Golden State and identifies, recruits, interviews, evaluates and nominates
individuals for election as directors of Golden State. The Bylaws of Golden
State provide that nominations of candidates for election as directors may be
made (i) by, or at the direction of, a majority of the Board of Directors, or
(ii) by any stockholder entitled to vote at the Annual Meeting. Nominations,
other than those made by, or at the direction of, the Board of Directors, must
be delivered to, or mailed and received at, the principal executive offices of
Golden State, addressed to the Secretary of Golden State, not less than five
days prior to the scheduled date of the meeting, regardless of any
postponements or adjournments of that meeting to a later date. The Board of
Directors may reject any nomination by a stockholder not so timely made.
5
<PAGE>
BENEFICIAL OWNERSHIP OF GOLDEN STATE SECURITIES
BY MANAGEMENT
The following table sets forth information as of July 31, 1997, concerning
the shares of Golden State common stock beneficially owned by each director of
Golden State, by each executive officer named in the Summary Compensation Table
and by all directors and executive officers of Golden State as a group. All
shares are of common stock except as otherwise specifically indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------------ -------------------- ----------
<S> <C> <C>
William J. Birch.......................... 195,177(1) *
Diane C. Creel............................ 15,100(2) *
Brian P. Dempsey.......................... 25,500(3) *
Richard H. Daniel......................... 15,500(2) *
Richard A. Fink........................... 292,000(4) *
John E. Haynes............................ 183,342(5) *
Terry D. Hess............................. 141,717(6) *
John F. King.............................. 15,300(2) *
John F. Kooken............................ 28,404(2)(7) *
Orin S. Kramer............................ 99,700(2)(8) *
Paul J. Orfalea........................... 0(9) *
Thomas S. Sayles.......................... 0 *
Cora M. Tellez............................ 0 *
Stephen J. Trafton........................ 1,294,633(10) 2.44%
Gilbert R. Vasquez........................ 15,331(2) *
All directors and executive officers as a
group (26 persons)....................... 2,773,344(11) 5.23%
</TABLE>
- - --------
*Less than one percent of the outstanding shares in each case.
(1) Includes options to acquire 195,167 shares.
(2) Includes options to acquire 15,000 shares.
(3) Includes options to acquire 25,000 shares. Voting and investment power are
shared as to 500 shares.
(4) Includes options to acquire 290,000 shares and 2,000 shares of common
stock that are held jointly with Mr. Fink's spouse, as to which voting and
investment power are shared.
(5) Includes options to acquire 183,334 shares.
(6) Includes options to acquire 141,667 shares.
(7) Includes 2,404 shares of common stock that Mr. Kooken has the right to
receive upon the conversion of 1,000 shares of Golden State's
Noncumulative Convertible Preferred Stock, Series A, owned by him.
(8) Includes 58,000 shares held by limited partnerships for their accounts and
24,700 shares held for their managed accounts. Mr. Kramer and his co-
general partner have sole voting and dispositive power as to the 58,000
shares. Voting and dispositive power are shared as to the 24,700 shares.
Mr. Kramer disclaims beneficial ownership of the shares held by the
partnerships and the managed accounts except to the extent of his
pecuniary interest therein.
(9) On August 26, 1997 Mr. Orfalea purchased 1,000 shares.
(10) Includes options to acquire 1,293,333 shares. 1,300 shares of common stock
are held as Trustee of the Trafton Family Trust, for which voting
authority is shared.
(11) Includes 141 shares held at July 31, 1997 under the Sheltered Pay Plan,
2,404 shares that Mr. Kooken has the right to acquire upon the conversion
of his 1,000 shares of Noncumulative Convertible Preferred Stock, Series
A, 962 shares that an executive has the right to acquire upon the
conversion of 400 shares of Noncumulative Convertible Preferred Stock,
Series A, and an aggregate of 2,667,846 shares which the directors and
executive officers have the power to acquire pursuant to outstanding
options granted under the Golden State Stock Option and Long-Term
Performance Incentive Plan. Also includes 28,500 shares as to which voting
and investment power are shared.
6
<PAGE>
BY OTHERS
Except as set forth below, management knows of no person who owned more than
five percent of Golden State's outstanding common stock as of July 31, 1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- - ------------------------------------ -------------------- --------
<S> <C> <C>
FMR Corp. Fidelity Management & Research
Fidelity Management & Research Company
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, Massachusetts 02109....................... 3,568,700(1) 7.47%(1)
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281.......................... 4,288,633(2) 8.6%(2)
RCM Capital Management LLC
Four Embarcadero Center
San Francisco, California 94111................... 4,662,400(3) 9.2%(3)
Gerald B. Unterman
70 East 55th Street
New York, New York 10022.......................... 2,903,898(4) 5.7%(4)
</TABLE>
- - --------
(1) Amount and nature of beneficial ownership and percent of class are taken
from a Schedule 13G dated February 14, 1997 filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") which states that FMR
Corp.'s beneficial ownership derives from its ownership of Fidelity
Management & Research Company, which acts as an investment advisor and
beneficially owns 3,289,280 shares (6.89%) of the Company's common stock,
and from its ownership of Fidelity Management Trust Company. Such filing
indicates that (i) of FMR Corp.'s and Fidelity Management & Research
Company's beneficially owned shares, 468,780 are shares that may be
obtained upon the conversion of 195,000 shares of the Company's preferred
stock (ii) of FMR's beneficially owned shares, an additional 132,220 are
shares that may be obtained upon the conversion of 55,000 shares of the
Company's preferred stock beneficially owned by Fidelity Management Trust
Company, (iii) the beneficial ownership of Edward C. Johnson 3d and
Abigail P. Johnson derives from their control of FMR Corp. and (iv) FMR
Corp. and Mr. and Ms. Johnson have sole power to vote 279,420 shares and
sole power to dispose of all reported shares.
(2) Amount and nature of beneficial ownership and percent of class are taken
from Amendment No. 5 dated February 10, 1997 to a Schedule 13G filed
pursuant to the Exchange Act which states that Merrill Lynch & Co., Inc.,
Merrill Lynch Group, Inc. and Princeton Services, Inc. are parent holding
companies that may be deemed to share voting and dispositive power as to
such shares with their affiliated companies. Included within such shares
beneficially owned are (i) 4,288,633 shares (8.6%) that Merrill Lynch
Asset Management, L.P., an investment advisor, may be deemed to own
beneficially and as to which such corporation may be deemed to have shared
voting and dispositive power; and (ii) 4,180,934 shares (8.4%) that
Merrill Lynch Global Allocation Fund, Inc., an investment company, may be
deemed to beneficially own and as to which such corporation may be deemed
to have shared voting and dispositive power. Included in the holdings of
Merrill Lynch & Co. are warrants that are exercisable for 770,194 shares
of the Company's common stock and 664,700 shares of Noncumulative
Convertible Preferred Stock, Series A, that are convertible into 1,597,939
shares of the Company's common stock.
(3) Based upon advice from RCM Capital Management LLC ("RCM") as to its
holding at July 31, 1997. Of these shares, RCM had sole voting power over
3,440,600 shares, sole investment discretion over 4,586,400 shares and
shared investment discretion over 76,000 shares. RCM is a wholly-owned
subsidiary of Dresdner Bank AG ("Dresdner"), an international banking
organization headquartered in Frankfurt, Germany. Dresdner has beneficial
ownership of the 4,662,400 shares only to the extent that Dresdner may be
deemed to have beneficial ownership of securities owned by RCM. As of July
31, 1997, Dresdner also held 18,000 shares of Golden State, over which it
had sole voting power and sole investment discretion. RCM Limited, L.P.
("RCM Limited") is the managing agent of RCM and has beneficial ownership
of the 4,662,400 shares to the extent that RCM Limited may be deemed to
have beneficial ownership of securities beneficially owned by RCM. RCM
General Corporation ("RCM General") is the general partner of RCM Limited.
RCM General has beneficial ownership of the 4,586,400 shares to the extent
that RCM General may be deemed to have beneficial ownership of securities
beneficially owned by RCM.
(4) Amount and nature of beneficial ownership and percent of class are taken
from Amendment No. 3 to Schedule 13D dated February 10, 1997 filed
pursuant to the Exchange Act which states that Mr. Unterman acts through
registered investment advisors that advise investment funds and managed
accounts. Voting and investment power are shared as to all shares.
Included are 590,250 shares of the Company's preferred stock, which are
convertible into 1,418,961 shares of the Company's common stock.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by the Company's
Chief Executive Officer and each of the four other most highly compensated
executive officers of the Company during the fiscal year ended June 30, 1997
for services rendered in all capacities to the Company and its subsidiaries
for the fiscal years ended June 30, 1995, 1996 and 1997.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
------------------------- ----------
SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL SALARY BONUS UNDERLYING COMPENSATION
(1) YEAR ($) ($) OPTIONS (#) ($)
- - --------------------------- ------ ------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Stephen J. Trafton......... 1997 726,827 615,900 1,000,000 3,084(2)
Chief Executive Officer 1996 650,000 202,000 0 2,808(2)
and President 1995 650,000 240,000 500,000 2,808(2)
Richard A. Fink............ 1997 296,274(3) 135,900 75,000 7,015(4)
Vice Chairman 1996 261,250(3) 108,000 0 3,631(4)
1995 261,250(3) 125,000 130,000 3,581(4)
Terry D. Hess.............. 1997 224,125(3) 96,500 35,000 6,034(5)
Executive Vice President 1996 215,897(3) 88,000 0 3,130(5)
and Director, Business
Banking, of Glendale Federal 1995 215,897(3) 95,000 80,000 2,956(5)
William J. Birch........... 1997 207,115(3) 92,900 35,000 6,287(6)
Executive Vice President 1996 180,000(3) 65,000 0 3,192(6)
and Manager, Retail Bank,
of Glendale Federal 1995 180,000(3) 80,000 65,000 2,974(6)
John E. Haynes............. 1997 197,589(3) 96,900 40,000 5,950(7)
Chief Financial Officer 1996 174,966(3) 74,000 0 2,956(7)
1995 174,966(3) 80,000 80,000 2,396(7)
</TABLE>
- - --------
(1) Except as otherwise specifically indicated, positions are with Golden
State.
(2) Amount consists of basic and executive life insurance costs to Glendale
Federal.
(3) Amounts shown include salary deferred at the election of the executive
officer pursuant to the Sheltered Pay Plan.
(4) For fiscal 1997, the amount consists of $1,912 for basic and executive
life insurance and Glendale Federal's $5,103 contribution to the Sheltered
Pay Plan. For fiscal 1996, the amount consists of $1,471 for basic and
executive life insurance and Glendale Federal's $2,160 contribution to the
Sheltered Pay Plan. For fiscal 1995, amount consists of $1,471 for basic
and executive life insurance and Glendale Federal's $2,110 contribution to
the Sheltered Pay Plan.
(5) For fiscal 1997, the amount consists of $1,450 for basic and executive
life insurance and Glendale Federal's $4,584 contribution to the Sheltered
Pay Plan. For fiscal 1996, the amount consists of $1,213 for basic and
executive life insurance and Glendale Federal's $1,917 contribution to the
Sheltered Pay Plan. For fiscal 1995, amount consists of $1,213 for basic
and executive life insurance and Glendale Federal's $1,743 contribution to
the Sheltered Pay Plan.
(6) For fiscal 1997, the amount consists of $1,357 for basic and executive
life insurance and Glendale Federal's $4,930 contribution to the Sheltered
Pay Plan. For fiscal 1996, the amount consists of $1,011 for basic and
executive life insurance and Glendale Federal's $2,181 contribution to the
Sheltered Pay Plan. For fiscal 1995, amount consists of $1,010 for basic
and executive life insurance and Glendale Federal's $1,964 contribution to
the Sheltered Pay Plan.
(7) For fiscal 1997, the amount consists of $1,357 for basic and executive
life insurance and Glendale Federal's $4,593 contribution to the Sheltered
Pay Plan. For fiscal 1996, the amount consists of $983 for basic and
executive life insurance and Glendale Federal's $1,973 contribution to the
Sheltered Pay Plan. For fiscal 1995, amount consists of $983 for basic and
executive life insurance and Glendale Federal's $1,413 contribution to the
Sheltered Pay Plan.
8
<PAGE>
STOCK OPTIONS
The following table presents information concerning options granted during
the fiscal year ended June 30, 1997. No SARs were granted in fiscal 1997.
OPTION GRANTS IN FISCAL 1997
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT
UNDERLYING GRANTED TO EXERCISE DATE
OPTIONS EMPLOYEES OR BASE PRESENT
GRANTED IN FISCAL PRICE EXPIRATION VALUE ($)
NAME (#)(1) YEAR ($/SH) DATE (2)
- - ---- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Stephen J. Trafton........ 1,000,000(3) 54.6% 17.50 7/22/06 9,419,700
Richard A. Fink........... 75,000 4.1% 17.50 7/22/06 706,478
Terry D. Hess............. 35,000 1.9% 17.50 7/22/06 329,690
William J. Birch.......... 40,000 2.2% 17.50 7/22/06 376,788
John E. Haynes............ 35,000 1.9% 17.50 7/22/06 329,690
</TABLE>
- - --------
(1) Options to purchase common stock were granted under the Company's Stock
Option and Long-Term Performance Incentive Plan, which provides for the
granting of options at an exercise price equal to the fair market value of
the Company's common stock on the date of grant. All options granted
become exercisable in three equal annual installments beginning 12 months
after the grant date.
(2) Present value determinations were made using the Black-Scholes option
pricing model. There is no assurance that any value realized by optionees
will be at or near the value estimated by the Black-Scholes model. The
estimated present values under that model are based on a seven-year
holding period, as opposed to the ten-year term of the options, and on the
following assumptions with respect to volatility and the risk-free rate,
forfeiture percentage and dividend yield. Based upon the daily closing
prices of the Company's common stock from August 1993, when Glendale
Federal's common stock first started trading, until the grant date of July
22, 1996, the model uses annualized volatility of 38.8%. For the risk-free
rate, the model uses the yield on a seven-year treasury note on July 22,
1996 of 6.84% as reported in the Federal Reserve Statistical Release. For
the forfeiture percentage, the model uses 5%. For the dividend yield, the
model uses zero.
(3) Mr. Trafton's grant represented expected stock option grants for fiscal
years 1997, 1998 and 1999.
9
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 1997 AND FISCAL
YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS/SARS AT THE-MONEY OPTIONS/SARS AT
JUNE 30, 1997 (#)(1) JUNE 30, 1997 ($)(2)
------------------------- -------------------------
VALUE
SHARES ACQUIRED REALIZED
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen J. Trafton...... 140,000 2,514,725 960,000 1,000,000 15,910,000 8,625,000
Richard A. Fink......... 0 0 265,000 75,000 4,454,375 646,875
Terry D. Hess........... 60,000 1,233,660 130,000 35,000 2,022,500 301,875
William J. Birch........ 6,500 80,438 183,500 35,000 3,104,750 301,875
John E. Haynes.......... 20,000 320,125 170,000 40,000 2,812,500 345,000
</TABLE>
- - --------
(1) The stock options shown become exercisable in full in the event of a
change of control of the Company.
(2) Value is based upon the difference between the closing price for the
Company's common stock on the New York Stock Exchange on June 30, 1997,
the end of the Company's fiscal year, and the exercise price.
PENSION PLANS
The following table sets forth, in straight life annuity amounts that are
not subject to any deduction for Social Security or other offset amounts, the
estimated annual benefits payable upon retirement at age 65 to participants in
the Company's Pension Plan. Remuneration is average base salary (excluding
amounts attributable to performance incentive compensation, commissions,
overtime pay or other forms of additional compensation) for the five highest
consecutive years in the final 10 years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------
REMUNERATION 15 20 25 30 35
------------ ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000........................... $29,516 $39,354 $ 49,193 $ 59,032 $ 68,870
$150,000........................... $36,078 $48,104 $ 60,131 $ 72,157 $ 84,183
$175,000*.......................... $42,641 $56,854 $ 71,068 $ 85,282 $ 99,495
$200,000*.......................... $49,203 $65,604 $ 82,006 $ 98,407 $114,808
$250,000*.......................... $62,328 $83,104 $103,881 $124,657 $125,000**
</TABLE>
- - --------
* Under current Internal Revenue Code provisions, the allowable compensation
limit is $160,000 beginning in 1997 (indexed in future years). Participants
will be eligible for a grandfathered benefit as of December 31, 1993 based
on the higher 1993 allowable compensation limit of $235,840.
** Under current Internal Revenue Code provisions, the maximum allowable
annual benefit for a participant retiring at age 65 is $125,000.
10
<PAGE>
At June 30, 1997, Messrs. Trafton, Fink, Hess, Haynes and Birch had 7, 5,
11, 24 and 19 years of credited service under the Glendale Federal Pension
Plan, respectively. Their compensation for purposes of the Glendale Federal
Pension Plan was $160,000 each.
COMPENSATION OF DIRECTORS
Annual Fees and Meeting Fees. The Boards of Directors of Golden State and of
Glendale Federal consist of the same persons. Golden State does not pay any
fees to directors. Directors of Glendale Federal, who are not also officers of
the Company or its subsidiaries, are paid an annual fee of $25,000. Each such
director is paid $1,400 for each meeting of the Board of Directors of Glendale
Federal attended and $750 for each Glendale Federal committee meeting attended
up to a maximum of $1,100 for any combination of committee meetings attended
on the same day. Directors of Glendale Federal, who are not also officers of
the Company or its subsidiaries, are also paid $333 per month for serving as
chair of a standing committee of the Board.
Stock Option Grants. Directors who are not also officers of the Company or
its subsidiaries receive annual grants of stock options to purchase 5,000
shares of common stock pursuant to Golden State's Stock Option and Long-Term
Performance Incentive Plan.
Directors' Retirement Plan. Glendale Federal maintains a retirement plan for
non-employee directors who currently serve, or who previously served, on its
Board of Directors or on the Board of Directors of Glendale Federal's former
parent, GLENFED, Inc. (collectively for purposes of this section the "Board").
The plan provides that a non-employee director who has at least five years,
except as indicated below, of Board service (including service on the board of
an institution acquired by the Company) shall, after termination of Board
membership, be entitled to receive a monthly benefit equal in amount to one-
twelfth of the annual Board retainer in effect at the time of termination plus
the monthly fee paid at such time for attending a Board meeting, for the
number of years equal to the number of years of Board service, but not to
exceed twenty years. A Director leaving the Board with less than five years of
Board service only receives such benefit if the Director is retiring at the
Annual Meeting of Glendale Federal immediately following attainment of age 70.
Payments under the plan normally commence immediately following the director's
termination. In the event of a change of control of the Company, the plan
provides for an immediate lump sum payment to all active and retired directors
equal to the sum of the monthly retirement benefits payable under the plan
without application of any discount factor.
EMPLOYMENT CONTRACTS; TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
Trafton Employment Agreements. Mr. Trafton has two agreements with Glendale
Federal relating to his employment: the first of which (the "Trafton
Employment Agreement") relates to employment prior to a change of control of
the Company and the second of which (the "Second Trafton Employment
Agreement") relates to employment in the context of, and following, a change
of control of the Company. Unless otherwise extended by agreement of the
parties, the Trafton Employment Agreement terminates on December 31, 1999 and
provides for an annual base salary of not less than $735,000, which is to be
reviewed annually by Glendale Federal's Board of Directors. Glendale Federal
may terminate Mr. Trafton's employment at any time for cause or due to Mr.
Trafton's disability, and Mr. Trafton may resign for good reason without
breaching the Trafton Employment Agreement. In the event of his death or
disability, Glendale Federal must pay Mr. Trafton his base salary through the
date of death or termination for disability and the pro rata amount of any
incentive compensation determined to be due for the portion of the incentive
period then completed. In the event that Glendale Federal terminates the
Trafton Employment Agreement for cause, if Mr. Trafton resigns other than for
good reason or if Mr. Trafton's employment is terminated by Glendale Federal
or a regulatory body for regulatory reasons, Mr. Trafton would be entitled to
receive only his base salary to the date of termination. If the Trafton
Employment Agreement is terminated prior to the expiration of its term other
than by the death of Mr. Trafton or by Glendale Federal due to disability or
for cause, or if Mr. Trafton resigns for good reason (collectively, an "Other
Termination"), then, Mr. Trafton is entitled to receive liquidated damages
equal to his regular base salary for a period of thirty-six months, if the
Other Termination occurs at a time when two years or more remain in the term
of the Trafton Employment Agreement; twenty-four months if the Other
Termination occurs at a time when two years or less but more than one year
remains in the term of the Trafton Employment Agreement; and
11
<PAGE>
twelve months if the Other Termination occurs at a time when one year or less
remains in the term of the Trafton Employment Agreement. Mr. Trafton may elect
annually to have any liquidated damages paid either in installments or in a
discounted lump-sum. As part of his liquidated damages in connection with an
Other Termination, the Trafton Agreement also provides that Mr. Trafton is
entitled to receive reimbursement of his legal fees and expenses incurred to
obtain a favorable judgment or arbitration award with respect to any Other
Termination, to medical, life and long term disability benefits, to a pro rata
portion of any incentive compensation determined to be due for the portion of
the incentive period completed at the time of an Other Termination and to any
vested benefits under Glendale Federal's employee benefit and retirement
plans. All payments upon the termination of Mr. Trafton's employment must be
in compliance with applicable banking regulations and are subject to reduction
to the extent necessary to cause the aggregate of all such payments to be $100
less than the amount that would be deemed an "excess parachute payment" as
defined in the Internal Revenue Code. Mr. Trafton's agreement further provides
that, for purposes of an Other Termination, the total amount payable to him
may not exceed three times his average annual compensation during the most
recent five taxable years of employment with Glendale Federal. Based thereon,
the maximum payment to Mr. Trafton in connection with an Other Termination at
June 30, 1997 would have been $2,833,501.
The Second Trafton Employment Agreement provides that, if a change of
control of the Company occurs during the Change of Control Period, as defined
in the next sentence, a three-year employment period for Mr. Trafton (the
"Employment Period") will commence, beginning on the first date during the
Change of Control Period that a change of control occurs (the "Effective
Date"). The Change of Control Period commenced on July 23, 1997 and continues
until July 23, 2000; provided that, commencing on July 23, 1998 and on each
anniversary thereof (each a "Renewal Date"), the Change of Control Period is
automatically extended so as to terminate three years from the Renewal Date,
unless, at least 60 days prior to any such Renewal Date, Glendale Federal
notifies Mr. Trafton that the Change of Control Period shall not be so
extended. During the Employment Period, Mr. Trafton will receive (i) a base
salary equal to at least twelve times the highest monthly base salary paid or
payable to him in respect of the twelve-month period immediately preceding the
month in which the Effective Date occurred and (ii) an annual bonus in cash
equal to his highest annual target bonus under the Company's executive
incentive plans for the last three full fiscal years prior to the Effective
Date. During the Employment Period, Mr. Trafton will also be entitled to
participate in the incentive, savings, retirement and welfare benefit plans of
the Company, to receive reimbursement for expenses and to have fringe, office
and support staff and vacation benefits, all on at least as favorable a basis
as was in effect during the 120-day period immediately preceding the Effective
Date. If, during the Employment Period, Mr. Trafton's employment is
terminated, he is entitled to receive amounts that vary depending upon the
reason for the termination. In the event of a termination by the Company other
than for cause, death or disability, or upon a termination by Mr. Trafton for
good reason, which, among other things, includes termination for any reason by
him during a 30-day window period one year after a change of control of the
Company, the Company must pay to Mr. Trafton in a lump-sum in cash the
aggregate of the following amounts: (i) the sum of (A) his annual base salary
through the date of termination to the extent not theretofore paid, (B) a
bonus based upon his recent target bonus and the portion of the year that has
elapsed to the date of termination and (C) any compensation previously
deferred by Mr. Trafton and any accrued vacation pay to the extent not
theretofore paid (the foregoing amounts are collectively referred to as the
"Accrued Obligations"); (ii) an amount equal to three times the sum of
Mr. Trafton's annual base salary and recent annual target bonus; and (iii) an
amount equal to the excess of the actuarial equivalent of (A) his retirement
benefit had he remained employed by the Company for three years after the date
of termination over (B) his actual retirement benefit from the Company. In
addition, in the event of any such termination, all stock awards to Mr.
Trafton immediately vest and Mr. Trafton is entitled (i) to receive benefits
under Company welfare benefit plans for three years following the date of
termination, (ii) to be provided outplacement services at the Company's
expense and (iii), to the extent not previously paid, to be paid or provided
any other amounts or benefits required to be paid or provided to him under any
plan, program, policy or practice or contract or agreement with the Company
(such other amounts and benefits being the "Other Benefits"). In the event of
a termination of Mr. Trafton by reason of death or disability during the
Employment Period, he is entitled to receive the Accrued Obligations and the
Other Benefits. In the event of a termination of
12
<PAGE>
Mr. Trafton during the Employment Period by the Company for cause or by Mr.
Trafton other than for good reason, Mr. Trafton is entitled to receive his
base salary through the date of termination, any compensation previously
deferred by him and the Other Benefits. In the event that any payment to Mr.
Trafton would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code, or any interest and penalties are incurred by Mr.
Trafton with respect to such excise tax (such tax, interest and penalties
being collectively referred to herein as the "Excise Tax"), Mr. Trafton is
entitled to receive from the Company an additional payment (a "Gross-Up
Payment") in an amount such that, after payment of all taxes on the Gross-Up
Payment, the remaining amount is equal to the amount of the Excise Tax;
provided, however, that no Gross-Up Payment shall be made if, by reducing the
payment to Mr. Trafton by not more than 10% would result in no Excise Tax
being payable, in which case the payment shall be so reduced.
Employment Agreements With Other Executive Officers. Glendale Federal has
entered into employment agreements with Messrs. Fink, Hess, Birch, Haynes and
seven other executive vice presidents of Glendale Federal that are
substantially the same as the Second Trafton Employment Agreement described
immediately above with the following exceptions: (i) the employment period is
30 months from the Effective Date instead of three years; (ii) in connection
with a termination of the executive by the Company other than for cause, death
or disability, or upon a termination by the executive for good reason, the
portion of the amount payable by the Company that is a multiple of the sum of
the executive's annual base salary and recent annual target bonus uses a
multiple of 2.5 instead of a multiple of 3; and (iii) there is no Gross-Up
Payment.
Pension Plan Vesting. The Glendale Federal Pension Plan (the "Pension Plan")
provides that, in the event of a termination of the Pension Plan, in whole or
in part, following a change in control of Glendale Federal that is not
approved by its Board of Directors, the amount by which the market value of
the Pension Plan's assets exceeds the amounts required to fund all Pension
Plan liabilities at the date of termination (the "Excess") shall be applied to
fund the following benefits in the following order of priority: (i) to fully
vest all accrued benefits, (ii) to provide an additional five years of vesting
and benefit service credit for all active participants in the Pension Plan,
(iii) to increase early retirement benefits for participants over the age of
50 with at least five years of service with Glendale Federal, (iv) to provide
cost of living adjustments for retirees and (v) to the extent that funds
remain, to provide pro rata increases in all benefits for active participants.
To the extent that the Excess is not sufficient to fund fully the benefits
described in one of items (i) through (iv) in the preceding sentence, all
individuals to whom the item applies shall receive benefits under such item on
a pro rata basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indebtedness of Management. Glendale Federal offers home mortgage and
consumer loans to officers, directors and full-time employees. These loans are
made in the ordinary course of business and, in the judgment of management, do
not involve more than the normal risk of collectability or present other
unfavorable features. Loans made to senior executive officers and directors
since 1989 are made on substantially the same terms as those prevailing at the
time for comparable transactions with non-affiliated persons. Loans made to
other officers and employees are also made on such terms except that the
interest rate and loan fees charged to other officers and employees, and with
respect to loans made to senior executive officers and directors prior to
1989, are made under preferential terms pursuant to an employee loan program.
All such employee mortgage loans are written at Glendale Federal's prevailing
rates at the time of origination, but provide for a reduced interest rate
while the borrower is employed by Glendale Federal. The employee loan policy
provides that for adjustable rate mortgage loans the reduced rate is Glendale
Federal's weighted average cost of interest bearing liabilities, plus 1/4 of
1%, adjusted semiannually. For consumer loans, including equity loans, the
reduced rate is Glendale Federal's stated rate for its customers, less 1.0%.
In addition, employees must pay all normal loan origination fees and closing
costs, except that loan points and appraisal fees are not charged in
connection with adjustable rate first mortgage loans. The rate of interest
borne by a mortgage loan reverts to the normal rate provided in the loan
instruments upon termination of employment, except that employees (and in
certain instances their spouses) who retire or whose employment is terminated
due to permanent disability continue to receive the preferential interest rate
as long as they occupy the premises securing the mortgage loan as their
principal residence.
13
<PAGE>
The following table sets forth information as of June 30, 1997, relating to
loans made to each individual who is a director or executive officer of the
Company, whose indebtedness to Golden State or its subsidiaries exceeded
$60,000 at any time since July 1, 1996, and who has a loan at an employee loan
rate. Other outstanding loans to directors and executive officers of Golden
State or Glendale Federal in the ordinary course of business that were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
are not shown.
<TABLE>
<CAPTION>
HIGHEST BALANCE EFFECTIVE
OUTSTANDING DURING BALANCE AT ORIGINAL RATE AT
YEAR ENDED JUNE 30, 1997 NOTE RATE JUNE 30, 1997
NAME LOAN JUNE 30, 1997 ($) ($) (%) (%) DATE MADE
- - ---- -------- ------------------ ------------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Vincent L. Beatty....... Mortgage 264,386 261,627 7.500 5.232 1990
Michael E. Goraleski.... Mortgage 129,602 124,774 10.264 5.232 1983
John E. Haynes.......... Mortgage 466,542 461,519 9.875 5.232 1990
Terry D. Hess........... Mortgage 592,932 586,306 10.375 5.232 1989
Robert R. Trujillo...... Mortgage 289,785 286,598 8.875 5.232 1990
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors and officers of the Company and persons who own more than 10% of any
class of equity securities of the Company registered under such Act to file
with the Securities and Exchange Commission, the New York Stock Exchange and
the Company initial reports of ownership and reports of changes in ownership
of such securities. Based solely upon a review of such reports filed with the
Company and a review of representation letters from the directors and officers
of the Company that no Form 5 under such Act was required to be filed by them
in respect of fiscal 1997, the Company believes that all such reports were
timely filed in fiscal 1997 by such directors and officers, with the exception
that Mr. Everakes, who is an executive officer of the Company, made one late
filing of a Form 4 relating to the sale of four shares of Company common stock
by a trust of which he was a trustee.
REPORT OF THE OFFICER COMPENSATION AND PERSONNEL COMMITTEE
The Officer Compensation and Personnel Committee of the Board of Directors
of Glendale Federal and the Stock Option Committee of Golden State
(collectively, the "Committee") establish and administer executive
compensation and benefit policies and programs for all executive officers. All
of such policies and programs are those of Glendale Federal, except that stock
awards are made by Golden State. The Committee recommends to the full Board of
Directors of Glendale Federal for its approval the compensation and benefits
of Mr. Trafton, who is the Chief Executive Officer of both Golden State and
Glendale Federal ("CEO"). The Committee approves the compensation and benefits
of all officers reporting directly to the CEO. The Committee reviews
individual compensation and benefit actions for all other executive officers,
as approved by the CEO within the framework of plans and programs established
by the Committee. The Committee also administers Golden State's Stock Option
and Long-Term Performance Incentive Plan (the "Plan") and approves all stock
option grants.
EXECUTIVE COMPENSATION GOAL AND POLICY
The primary goal of the Committee is to ensure that the overall
compensation, employee benefits and management development policies of the
Company are in accordance with the business goals and strategies of the
Company, consistent with the financial strength of the Company, and consistent
and competitive with employment practices in the financial services industry--
contributing to the primary objective of maximizing stockholder value.
14
<PAGE>
The Committee believes that this singular objective of maximizing
stockholder value is best supported by an executive officer compensation
policy which:
1. Focuses executive attention on those annual objectives which will lead to
enhanced stockholder value.
2. Delivers competitive total compensation opportunities through stock options
issued at 100% of fair market value.
Specifically, the Committee compares compensation for the senior executives
of the Company to the compensation practices of similar sized United States
commercial banks and savings institutions, and in the case of the CEO and one
other executive, also compares their compensation to the compensation
practices of a specific peer group of 14 large commercial and savings banks
and savings and loan associations (which peer group includes all but one of
the peer financial institutions used for the purposes of the Performance Graph
appearing elsewhere in this Proxy Statement). These analyses are conducted by
an independent, nationally recognized executive compensation consulting firm.
The Committee's policy in regard to the then 11 senior executives in fiscal
1997 was to target both base salary and total annual cash compensation
opportunity (base salary and target annual incentive) around the median of
competitive practice. Stock option grants, which have no value unless the
share price increases, have been used to bring total compensation opportunity
to between the median and the third quartile (50th to 75th percentile) of
competitive practice.
There are four executive officers not included in the senior executive group
whose compensation is determined under Glendale Federal's middle management
compensation plans, and consists of base salary, short-term incentive cash
compensation paid through Glendale Federal's Management Incentive Plan ("MIP")
and a long-term incentive compensation opportunity provided through the grant
of options under the Plan.
ANNUAL INCENTIVE OPPORTUNITY
During fiscal 1997, annual incentive opportunity was provided through the
Executive Incentive Plan ("EIP"). In general, target annual cash compensation
opportunity (base salary and target annual incentive) was about at competitive
medians for the 11 senior executives. For the CEO, the target annual incentive
for fiscal 1997 was 70% of salary, with a maximum potential payout of 105% of
salary. For all other senior executives, the target annual incentive for
fiscal 1997 was 40% of salary, with a maximum potential payout of 60% of
salary.
Under the EIP, each executive was assigned a mix of corporate and individual
performance goals. For the CEO, this mix was 80% corporate and 20% individual.
For the other executive officers, this mix varied from 70% corporate and 30%
individual to 30% corporate and 70% individual. Corporate and individual goals
were approved by the Committee. For fiscal 1997, corporate goals and payment
schedules were established by the Committee for net earnings, efficiency
ratio, return on average equity, charge offs, non-performing assets, core
capital ratio and risk based capital ratio.
For the second level executives covered by the MIP, for fiscal 1997, the
Committee approved the corporate goals, which were the same as for the EIP,
with the CEO approving the individual goals.
Following the close of fiscal 1997, the Committee reviewed Glendale
Federal's fiscal 1997 results against the established EIP goals and payment
schedules. Based upon their evaluation of performance against the established
criteria and performance schedules, the corporate performance portion of the
EIP award for each participant was paid above the target level. The Committee
also reviewed individual performance results against established goals and
payment schedules for each EIP participant and determined the amount of this
portion of each participant's EIP award to be paid. Individual goals were
tailored to each position, and included both financial and operational
objectives for the particular executive's area of responsibility. The
Committee approved the awards for all executive officers of Glendale Federal
who participated in the EIP, as well as a direct report to
15
<PAGE>
the CEO who participated in the MIP, and recommended Mr. Trafton's award to
the Board. The CEO approved the awards for the remaining three executive
officers who participated in the MIP. The average executive officer award,
excluding Mr. Trafton's award, was 114.2% of target. The Board of Directors
approved the award for Mr. Trafton following the Committee's review.
LONG-TERM INCENTIVES
In fiscal 1997, the Committee established stock option grant guidelines for
the 11 senior executives. These guidelines were developed in conjunction with
an analysis of executive compensation developed by an independent, nationally
recognized executive compensation consulting firm. This competitive analysis
included the prevalence and value of the supplemental executive retirement
plans which a number of peer company executives have, but which neither Golden
State nor Glendale Federal provides. The guidelines were developed on the
basis of providing each executive with a total compensation opportunity
between the median and the third quartile (50th to 75th percentile) of
competitive practice, after taking account of each executive's annual
compensation opportunity (base salary and target annual incentive). By
providing a significant portion of total compensation opportunity to
executives in the form of stock options, the Committee seeks to ensure that
their interests are closely aligned with the interests of the stockholders.
Because a significant portion of these executives' total compensation is at
risk based on the market performance of Golden State's common stock, the
Committee believes that this increased risk is properly compensated with a
total compensation opportunity level on average somewhat above the median of
the executives' peers.
In fiscal 1996, no stock options were granted to the then 10 senior
executives. In fiscal 1997, the Committee determined that new stock option
grants should be made to all executive officers and approved grants for each
of them under the Plan. These grants are described below.
CEO COMPENSATION
Glendale Federal has two employment agreements with Mr. Trafton, the terms
of which are set forth above under "Employment Contracts; Termination of
Employment, and Change of Control Arrangements." No change was made to Mr.
Trafton's base salary in fiscal 1995 or 1996, which remained unchanged from
the level set in April 1992 at the time of his promotion to CEO. In fiscal
1997, the Committee determined that Mr. Trafton's base salary should be
increased to $735,000 per year, based on a review of competitive data. The
Committee also raised Mr. Trafton's target annual incentive to 70% of salary
for fiscal 1997. These changes were intended to position Mr. Trafton's cash
compensation opportunity around the 75th percentile of peer group practices,
which the Committee believes to be appropriate given his past performance and
key role in future performance for the Company.
80% of Mr. Trafton's actual fiscal 1997 annual incentive award was based on
corporate results against established EIP goals for net earnings, efficiency
ratio, return on average equity, charge-offs, non-performing assets, core
capital ratio and risk-based capital ratio. In addition, 20% of Mr. Trafton's
annual incentive was based on the following individual performance goals which
were established by the Committee at the beginning of fiscal 1997:
. Adaptability to changing environment and building stockholder value.
. Stockholder and Board relations.
. Succession plan.
. Management continuity.
Based upon the overall performance of the Company and Mr. Trafton meeting the
aforementioned goals, the Committee rated his performance as exceptional. As a
result of the assessment, Mr. Trafton's fiscal 1997 EIP award was approved by
the Board of Directors at $615,900.
16
<PAGE>
FISCAL 1997 STOCK OPTION GRANTS
In early fiscal 1997, the Committee completed a review of the compensation
plans applicable to the senior executives of the Company, assisted by a
nationally recognized executive compensation consulting firm.
As part of this review, the Committee assessed the performance of Mr.
Trafton as CEO, and his past and expected future contributions to creating
value for the Company's stockholders. In keeping with prior practice, the
Committee determined that stockholder interests would be best served by
providing Mr. Trafton with future long-term compensation solely in the form of
stock options, granted at fair market value on the day of grant and covering
multiple years. The Committee approved a grant of a stock option to Mr.
Trafton, intended to provide all of his long-term compensation opportunity for
the next three years, to acquire 1,000,000 shares of common stock at fair
market value on the date of grant. The Committee anticipates that no further
grants will be made to Mr. Trafton until fiscal 2000. The Committee granted
stock options for 295,000 shares at fair market value to 10 other senior
executives. These grants represent their fiscal 1997 long-term compensation,
and the Committee expects to consider new grants in fiscal 1998 for these
officers.
DEDUCTIBILITY
In 1993, Congress enacted Section 162(m) of the U.S. Internal Revenue Code
of 1986, effective for tax years beginning in 1994. This legislation precludes
a public corporation from taking a deduction for compensation in excess of $1
million per year for its chief executive officer and any of its four other
highest-paid executive officers who are employed on the last day of the fiscal
year. Certain performance-based compensation is specifically exempt from the
deduction limit. Any taxable compensation derived from the exercise of stock
options should be exempt from the limit on the corporate tax deduction. The
base salaries and annual incentive awards paid for fiscal year 1997 were not
exempt. However, the compensation limit for the year was exceeded by only one
covered officer. The Committee believes that, although there may be
circumstances in which the best interest of the stockholders are better served
otherwise, significant compensation expenses generally should be deductible.
OFFICER COMPENSATION AND PERSONNEL COMMITTEE
Diane C. Creel (Chair)
John F. King
John F. Kooken
Orin S. Kramer
17
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below (the "Graph") compares the
cumulative total returns of the Company, the S&P 500 Index, a Keefe, Bruyette
& Woods Inc. index of 50 commercial, regional and savings banks ("the KBW 50")
and a weighted index of California-based thrift institutions and holding
companies (the "Peer Group"). The KBW 50 is being substituted this year for
the Peer Group that has been used in past proxy statements because two of the
five companies included in the Peer Group have been acquired (California
Federal Bank during fiscal 1997 and Great Western Financial Corporation early
in fiscal 1998). The Peer Group is included in the Graph below solely for
comparative purposes.
Prior to August 26, 1993, all shares of common stock of Glendale Federal
were owned by GLENFED, Inc. As part of the recapitalization of the Company
that was completed on that date, GLENFED, Inc. was merged into a subsidiary of
the Company and the stockholders of GLENFED, Inc. became stockholders of the
Company. The Graph reflects information relating to the period commencing
August 27, 1993, the first full day on which shares of the Company's common
stock were traded on the New York Stock Exchange and the Pacific Stock
Exchange, and ending on June 30, 1997.
The Graph shall not be deemed incorporated by reference by any general
statement incorporating this proxy statement into any filing under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference.
COMPARISON OF CUMULATIVE
TOTAL STOCKHOLDER RETURNS (1)
[GRAPH APPEARS HERE]
INDEXED TOTAL SHAREHOLDER RETURN
PERIOD ENDING
<TABLE>
<CAPTION>
BASE PERIOD
AUG. 93(2) DEC. 93 JUN. 94 DEC. 94 JUN. 95 DEC. 95 JUN. 96 DEC. 96 JUN. 97
----------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Golden State............ 100 78.08 115.07 105.48 138.99 193.15 198.63 254.79 286.30
S&P 500 Index(1)........ 100 102.21 98.75 103.56 124.49 142.47 156.86 175.18 211.29
Peer Group(3)........... 100 103.83 101.29 90.67 121.72 150.81 152.72 183.67 262.44
KBW 50(4)............... 100 98.36 103.86 93.34 120.97 149.50 166.11 211.48 254.25
</TABLE>
- - -------
1 Total Shareholder Return assumes reinvestment of dividends. Data provided by
Standard & Poor's CompuStat.
2 Period commencing August 27, 1993.
3 Peer Group average is weighted by August 1993 market capitalization. The
Peer Group includes H.F. Ahmanson & Company, California Federal Bank, Coast
Savings Financial, Golden West Financial, and Great Western Financial.
4 The KBW 50 Index represents major commercial, regional and savings banks as
compiled by Keefe, Bruyette & Woods Inc.
18
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ended June 30, 1998, and to audit the
books and accounts of the Company for that year. KPMG Peat Marwick LLP,
together with its predecessors, have been the independent auditors of the
Company for more than 30 years.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and to be available to respond to appropriate questions. Their
representatives will also be provided an opportunity to make a statement, if
they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE SELECTION
OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
FISCAL YEAR ENDED JUNE 30, 1998.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented
for action at the Annual Meeting. If any other business is properly presented
at the Annual Meeting, shares represented by the proxies solicited hereby will
be voted on such matters in accordance with the best judgment of the proxy
holders named therein. Golden State's Bylaws require that, in order to be
considered, any new business to be taken up at the Annual Meeting shall be
stated in writing and filed with the Secretary of Golden State at least five
days before the date of the Annual Meeting.
STOCKHOLDER PROPOSALS
Any stockholder wishing to have a proposal considered for inclusion in the
Board of Directors' proxy solicitation materials for the 1998 Annual Meeting
must, in addition to other applicable requirements, set forth such proposal in
writing and file it with the Secretary of Golden State on or before May 30,
1998. The Board of Directors will review any proposals from stockholders
received by that date and will determine whether applicable requirements have
been met for inclusion of any such proposals in such 1998 proxy solicitation
materials.
19
<PAGE>
ADDITIONAL INFORMATION
THE ANNUAL REPORT ON FORM 10-K FILED BY GLENDALE FEDERAL WITH THE OFFICE OF
THRIFT SUPERVISION FOR ITS FISCAL YEAR ENDED JUNE 30, 1997, ACCOMPANIES THIS
PROXY STATEMENT. THE COMPANY WILL FURNISH A COPY OF THE FORM 10-K WITHOUT
CHARGE UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER SOLICITED HEREBY WHO HAS
NOT RECEIVED A COPY THEREOF. THE COMPANY WILL ALSO FURNISH TO ANY SUCH
STOCKHOLDER A COPY OF THE EXHIBITS TO THE FORM 10-K UPON WRITTEN REQUEST AND
PAYMENT OF A COPYING CHARGE. REQUESTS SHOULD BE ADDRESSED TO JEFFREY MISAKIAN,
DIRECTOR, CORPORATE RELATIONS, GOLDEN STATE BANCORP INC., 700 NORTH BRAND
BOULEVARD, GLENDALE, CALIFORNIA 91203.
By order of the Board of Directors
/s/ James R. Eller, Jr.
James R. Eller, Jr.
Secretary
September 29, 1997
20
<PAGE>
[LOGO OF PRINTED ON RECYCLED PAPER]
<PAGE>
REVOCABLE PROXY
GOLDEN STATE BANCORP INC.
The undersigned hereby appoints Diane C. Creel, Richard A. Fink and John F.
King, or any of them, each with full power of substitution, as the lawful
proxies of the undersigned, and hereby authorizes them to represent and to vote
as designated below all shares of the common stock of Golden State Bancorp Inc.
("Golden State") which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of Golden State to be held on
October 28, 1997 and at any postponement or adjournment thereof. Said proxies
are hereby granted discretionary authority to cumulate votes in the election of
directors referred to below.
1. ELECTION OF DIRECTORS
NOMINEES: BRIAN P. DEMPSEY, PAUL J. ORFALEA, CORA M. TELLEZ AND
STEPHEN J. TRAFTON
[_] FOR all nominees listed above [_] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed above
contrary below)
(Instruction: to withhold authority to vote for any individual nominees, write
that nominee's name in the space below.)
- - --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KMPG PEAT MARWICK LLP as Golden
State's independent auditors for the fiscal year ending June 30, 1998.
[_] FOR [_] AGAINST[_] ABSTAIN
3. In their discretion on such other business as may properly come before the
meeting or any adjournment thereof.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY
(Continued on other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GOLDEN STATE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.
Date: , 1997 ________________________________________________________
(Signature of Stockholder) (Signature(s) of
Additional Stockholder(s))
Please sign your name exactly as it appears hereon, date and return this
proxy in the reply envelope provided. If you receive more than one proxy card,
please sign and return all proxy cards received.
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
GOLDEN STATE BANCORP INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 28, 1997
TO: CG TRUST COMPANY AS TRUSTEE UNDER THE GLENDALE FEDERAL BANK SHELTERED PAY
PLAN (THE "PLAN")
I hereby instruct the Trustee to vote (in person or by proxy) all the shares
of Golden State Bancorp Inc. ("Golden State") Common Stock which are credited
to my account under the Plan on September 9, 1997, at the Annual Meeting of
Stockholders of Golden State on October 28, 1997, and any postponement or
adjournment thereof, on the following matters, as provided in the proxy
statement, and in its discretion upon any other matter which may properly come
before the meeting of any adjournment thereof. The above Trustee is hereby
authorized to cumulate votes in the election of directors referred to below.
1. ELECTION OF DIRECTORS
NOMINEES: BRIAN P. DEMPSEY, PAUL J. ORFALEA, CORA M. TELLEZ AND
STEPHEN J. TRAFTON
[_] FOR all nominees [_] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees
contrary below)
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
- - --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP As
Golden State's independent auditors for the fiscal year ending June 30, 1998.
[_] FOR [_] AGAINST[_] ABSTAIN
3. In its discretion on such other business as may properly come before the
meeting or any adjournment thereof.
SIGN AND DATE ON THE REVERSE SIDE
THESE VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GOLDEN STATE.
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS BELOW AND RETURN IN THE
ENCLOSED ENVELOPE. YOUR SHARES WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS. IF
YOUR INSTRUCTIONS ARE RETURNED SIGNED WITH NO VOTING INSTRUCTIONS, YOUR SHARES
WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE LISTED AND FOR
PROPOSAL 2.
Date: _____, 1997____________________________________________________________
(Please sign EXACTLY as your name appears hereon). When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.)
PLEASE DO NOT FOLD THIS CARD
<PAGE>
REVOCABLE PROXY
GOLDEN STATE BANCORP INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GOLDEN STATE
The undersigned hereby appoints Diane C. Creel, Richard A. Fink and John F.
King, or any of them, each with full power of substitution, as the lawful
proxies of the undersigned, and hereby authorizes them to represent and to
vote as designated on the reverse side all shares of the common stock of
Golden State Bancorp Inc. ("Golden State") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders
of Golden State to be held on October 28, 1997 and at any postponement or
adjournment thereof. Said proxies are hereby granted discretionary authority
to cumulate votes in the election of directors referred to on the reverse
side.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
FOLD AND DETACH HERE
<PAGE>
1.ELECTION OF DIRECTORS
FOR all WITHHOLD I Plan to Attend Meeting
nominees AUTHORITY [_]
listed to to vote for all nominees
the right listed to the right
(except as
marked to
the
contrary)
[_] [_]
NOMINEES: Brian P. Dempsey, Paul J. Orfalea, Cora M. Tellez and
Stephen J. Trafton.
(Instruction: to withhold authority to vote for any individual nominees, write
that nominee's name in the space below).
- - -------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP as Golden
State's independent auditors for the fiscal year ending June 30, 1998.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.
Dated:___________________________________________________________________, 1997
- - -------------------------------------------------------------------------------
(Signature of Stockholder)
- - -------------------------------------------------------------------------------
(Signature(s) of Additional Stockholder(s))
Please sign your name exactly as it appears hereon, date and return this proxy
in the reply envelope provided. If you receive more than one proxy card,
please sign and return all proxy cards received.
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO GOLDEN STATE
PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THIS SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
1. ELECTION OF DIRECTORS NOMINEES: Brian P. Dempsey, Paul J. Orfalea,
Cora M. Tellez and
Stephen J. Trafton
I Plan
to
Attend
Meeting
[_]
FOR all nominees WITHHOLD AUTHORITY to vote
listed to the right (except as for all nominees listed to the right
marked to the contrary) [_]
[_]
(Instruction: to withhold authority to vote for any individual nominees, write
that nominee's name in the space below).
- - -------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS GOLDEN STATE
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1998.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign partnership name by authorized person.
Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.
Dated:___________________________________________________________________, 1997
- - -------------------------------------------------------------------------------
(Signature of Stockholder)
- - -------------------------------------------------------------------------------
(Signature(s) of Additional Stockholder(s))
Please sign your name exactly as it appears hereon, date and return this proxy
in the reply envelope provided. If you receive more than one proxy card,
please sign and return all proxy cards received.
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO GOLDEN STATE. PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THIS SHEET AND RETURNING IT IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
ATTENTION STOCKHOLDER:
Our records indicate you have not yet mailed in your GLENFED, Inc.
certificate(s) of common stock. We urge you to exchange your GLENDFED, Inc.
certificate(s) to receive your new shares of Golden State Bancorp Inc., as
provided for under the Plan of Reorganization which was approved by a majority
of the stockholders at a Special Meeting of Stockholders held on August 17,
1993.
Please locate your old GLENFED certificate(s) of common stock and mail them
to our agent at the address below, or your stock will escheat in accordance
with the laws of the state in which you reside.
Chasemellon Shareholder Services
P.O. Box 845
Midtown Station
New York, NY 10018
PLEASE DO NOT MAIL YOUR CERTIFICATE(S) WITH YOUR PROXY.
<PAGE>
REVOCABLE PROXY
GOLDEN STATE BANCORP INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GOLDEN STATE
The undersigned hereby appoints Diane C. Creel, Richard A. Fink and John F.
King or any of them, each with full power of substitution, as the lawful
proxies of the undersigned, and hereby authorizes them to represent and to
vote as designated on the reverse side all shares of the common stock of
Golden State Bancorp Inc. ("Golden State") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders
of Golden State to be held on October 28, 1997 and at any postponement or
adjournment thereof. Said proxies are hereby granted discretionary authority
to cumulate votes in the election of directors referred to on the reverse
side.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE LISTED AND FOR
PROPOSAL 2.
- - -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
FOLD AND DETACH HERE
