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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 24, 1997
(Date of earliest event reported)
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GOLDEN STATE BANCORP INC.
(Exact name of registrant as specified in its charter)
(Commission File Number)
Delaware 95-4642135
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
414 North Central Avenue, Glendale, California 91203
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code
(818) 500-2000
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ITEM 5. OTHER EVENTS
At a Special Meeting of Stockholders held on July 23, 1997,
shareholders of Glendale Federal Bank, Federal Savings Bank (the
"Bank") approved the formation of a new holding company for the Bank,
to be named Golden State Bancorp Inc. ("Golden State").
The formation of the new holding company became effective July 24,
1997. On that date, shares of Glendale Federal Bank's outstanding
common and preferred stock automatically became equal numbers of shares
of common and preferred stock of Golden State. Glendale Federal Bank
will retain its name and become a wholly owned subsidiary of Golden
State.
Further information is provided in the press release attached as
Exhibit 99A hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit
99A. Press Release of Glendale Federal Bank dated July 23, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Golden State Bancorp Inc.
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(Registrant)
Date: August 5, 1997 By: /s/ John E. Haynes
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John E. Haynes
Chief Financial Officer
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[LETTERHEAD OF GLENDALE FEDERAL BANK]
FOR INFORMATION CONTACT: Ken Preston (818) 409-4550
Jeff Misakian (818) 500-2824
FOR IMMEDIATE RELEASE
GLENDALE FEDERAL BANK SHAREHOLDERS APPROVE
FORMATION OF HOLDING COMPANY
GLENDALE, CA, July 23, 1997 - Shareholders of Glendale Federal Bank
(NYSE:GLN) today approved the formation of a new holding company, to be called
GOLDEN STATE BANCORP INC. The new holding company formation will become
effective tomorrow, Thursday, July 24, 1997.
On that date, shares of Glendale Federal Bank's common stock will
automatically become an equal number of shares of Golden State Bancorp Inc.
common stock. Glendale Federal's Noncumulative Preferred Stock, Series E, will
automatically become an equal number of shares of Golden State Bancorp
Noncumulative Convertible Preferred Stock, Series A. Shares of Golden State
Bancorp common stock will begin trading on the New York Stock Exchange on July
25, 1997 under the new stock symbol "GSB." Shares of Golden State Bancorp
Noncumulative Convertible Preferred Stock, Series A will also trade on the NYSE
on that date under the new stock symbol "GSBPrA."
Glendale Federal Bank's two classes of warrants will become exercisable
solely to purchase common stock of Golden State Bancorp. The seven-year warrant
will begin trading on July 25, 1997 on the NASDAQ small cap market under the
symbol "GSBNW".
The current board of directors of Glendale Federal Bank will also become
the board of directors of the holding company. Glendale Federal Bank will retain
its name and will become a wholly owned subsidiary of Golden State Bancorp.
Four executive officers of Glendale Federal Bank were elected to positions
in the new holding company. Chairman of the Board, Chief Executive Officer and
President Stephen J. Trafton will hold the same positions in the holding
company. Richard A. Fink will become vice chairman, E. Haynes will become chief
financial officer, and James R. Eller, Jr., will become secretary. These four
will also continue in their positions in Glendale Federal Bank.
-more-
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The creation of a holding company will provide valuable financial and
operating flexibility that will better position Glendale Federal to take
advantage of favorable opportunities as they arise. The holding company
structure will also facilitate repurchase of outstanding preferred or common
stock should the board of directors determine in the future that such
repurchases would be beneficial to stockholders of the company.
Glendale Federal Bank is California's leading community bank, serving the
business and consumer banking needs of Californians through 171 banking offices
and 25 loan offices. Customers can reach the bank by calling 1-800-41FEDUP, or
get information through its Internet site at HTTP://WWW.GLENFED.COM.
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