<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-28037
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN STATE BANCORP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6712 To Be Applied for
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
414 North Central Avenue
Glendale, California 91203
(818) 500-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN E. HAYNES
Golden State Bancorp Inc.
414 North Central Avenue
Glendale, California 91203
(818) 500-2175
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
JAMES R. WALTHER, ESQ.
Mayer, Brown & Platt
350 South Grand Avenue
Los Angeles, California 90071-1503
(213) 229-9597
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Reorganization described herein.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 562(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay the effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
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10,863,093 SHARES
GOLDEN STATE BANCORP INC.
COMMON STOCK
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This Prospectus relates to the shares of the common stock, par value $1.00
per share (the "Company Common Stock"), of Golden State Bancorp Inc. (the
"Company") that, pursuant to the holding company formation transaction (the
"Reorganization") of Glendale Federal Bank, Federal Savings Bank ("Glendale
Federal") described herein, have become issuable upon (i) the exercise from time
to time of the common stock purchase warrants (the "Seven-Year Warrants")
originally issued by Glendale Federal pursuant to the Warrant Agreement, dated
as of August 15, 1993, between Glendale Federal and Chemical Trust Company of
California, by the holders thereof and (ii) the conversion from time to time of
the 7 3/4% Convertible Subordinated Debentures due 2001 (the "GLENFED
Debentures") originally issued by GLENFED, Inc., the former holding company for
Glendale Federal, pursuant to the Indenture, dated as of March 15, 1986, between
GLENFED, Inc. and Manufacturers Hanover Trust Company, as Trustee.
The Seven-Year Warrants entitle the holders thereof to purchase Company
Common Stock at an exercise price of $12.00 per share, subject to possible
adjustment in certain circumstances. The Seven-Year Warrants will expire, to the
extent not theretofore exercised, on August 28, 2000, and may not be exercised
after that date.
The GLENFED Debentures are convertible into Company Common Stock at the
option of the holders thereof at a conversion price of $706.25, or 1.416 shares
of Company Common Stock for each $1,000 of principal amount thereof. Such
conversion privilege may be exercised at any time prior to the March 15, 2001
stated maturity of the GLENFED Debentures.
The Company Common Stock is listed on the New York Stock Exchange and the
Pacific Exchange under the trading symbol "GSB".
The Company was incorporated under Delaware law by Glendale Federal for the
purpose of becoming the holding company of Glendale Federal pursuant to the
Reorganization described herein. Upon completion of the Reorganization, the
Seven-Year Warrants became exercisable for, and the GLENFED Debentures became
convertible into, Company Common Stock, rather than common stock of Glendale
Federal, in accordance with their respective original terms, without adjustment.
This Prospectus does not cover any resales of Company Common Stock received
upon exercise of the Seven-Year Warrants or conversion of the GLENFED
Debentures. No person is authorized to make any use of this Prospectus in
connection with any such resale or in connection with any other transaction or
the offer or sale of any other securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF ANY SAVINGS BANK OR NON-BANK SUBSIDIARY OF THE
COMPANY AND ARE NOT INSURED BY THE BANK INSURANCE FUND OR THE SAVINGS
ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.
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The date of this Prospectus is July __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company and Glendale Federal are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports and other information with the
Securities and Exchange Commission (the "SEC") and the Office of Thrift
Supervision (the "OTS"), respectively. Such reports and other information filed
by the Company may be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices at
The Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and Seven World Trade Center, Thirteenth Floor, New York, New York 10048.
Copies of such material can also be obtained by mail from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The SEC also maintains a site accessible to the public by computer on
the World Wide Web, at http://www.sec.gov, which site contains registration
statements, reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, including the
Company. Such reports and other information filed by Glendale Federal may be
inspected and copied at the public reference facilities maintained by the OTS at
1700 G Street, N.W., Washington, D.C. 20552, or at the OTS Western Region
Office, One Montgomery Street, San Francisco, California 94120.
Glendale Federal's Common Stock was traded on the New York Stock Exchange
(the "NYSE") and the Pacific Exchange prior to the completion of the
Reorganization described herein, and the Common Stock of the Company, as
Glendale Federal's successor pursuant to such Reorganization, is now traded on
such exchanges. Reports and other information concerning Glendale Federal and
the Company may also be inspected at the NYSE located at 11 Wall Street,
New York, New York 10006 and at the Pacific Exchange located at 301 Pine Street,
San Francisco, California 94104.
The Company has filed a Registration Statement with the SEC on Form S-3
(including the exhibits and any amendments thereto, the "Registration
Statement") covering the shares of Company Common Stock issuable upon exercise
of the Seven-Year Warrants and conversion of the GLENFED Debentures referred to
herein. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted from this Prospectus
as permitted by the rules and regulations of the SEC. For further information
with respect to the Company and the securities offered hereby, reference is made
to the Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed or incorporated by reference as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement may be inspected and copied at
prescribed rates at the above-described offices of the SEC, by mail as described
above or through the SEC World Wide Web site described above. In addition, the
Company will promptly provide copies of these documents without charge upon
receipt of a written or oral request made to the Company at 700 North Brand
Boulevard, Glendale, California 91203, Attention: Corporate Relations, telephone
(818) 500-2723, facsimile (818) 409-3296.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR GLENDALE FEDERAL. NEITHER THE DELIVERY HEREOF NOR ANY
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR
GLENDALE FEDERAL SINCE THE DATE HEREOF OR THAT THE INFORMATION IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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<PAGE>
INCORPORATION BY REFERENCE
The Company, as the successor to Glendale Federal, hereby incorporates by
reference the following documents filed by Glendale Federal pursuant to the
Exchange Act with the OTS under OTS Docket No. 3088 (each of which documents is
filed as an exhibit to the Registration Statement):
(a) Annual Report on Form 10-K for the fiscal year ended June 30,
1996;
(b) Current Reports on Form 10-Q for the fiscal quarters ended
September 30, and December 31, 1996 and for the fiscal quarter
ended March 31, 1997;
(c) Proxy Statement, dated September 20, 1996, for Annual Meeting of
Shareholders held on October 22, 1996; and
(d) Proxy Statement, dated June __, 1997, for Glendale Federal
Special Meeting of Shareholders relating to the Reorganization to
be held on July 23, 1997.
All documents filed by Glendale Federal pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act and Section 563d.1 of the rules and regulations
of the OTS and all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the effectiveness of the Registration
Statement, shall be deemed to be incorporated herein by this reference and to be
a part hereof from the respective dates of filing thereof. Any statement
contained in an incorporated document shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other such subsequently filed incorporated document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered therewith. These documents are available upon request made
to the Company at 700 North Brand Boulevard, Glendale, California 91203,
Attention: Corporate Relations, by telephone at (818) 500-2723 or by facsimile
at (818) 409-3296. In addition, the documents incorporated herein by reference
that are filed by Glendale Federal may be inspected without charge at the public
reference facilities of the OTS referred to under "Available Information" above
and copies of such documents may be obtained from the OTS at prescribed rates.
The documents incorporated herein by reference that are filed by the Company may
be inspected and copied or obtained by mail from the public reference facilities
and the World Wide Web site maintained by the SEC referred to under "Available
Information" above.
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<PAGE>
THE COMPANY
Golden State Bancorp Inc. (the "Company") was incorporated under Delaware
law on June __, 1997 by Glendale Federal Bank, Federal Savings Bank ("Glendale
Federal") for the purpose of becoming the holding company for Glendale Federal
pursuant to the holding company formation transaction (the "Reorganization")
described herein. Upon completion of the Reorganization, Glendale Federal became
a wholly-owned savings bank subsidiary of the Company. The Company conducted no
business prior to the completion of the Reorganization.
Glendale Federal is a federally chartered savings bank and is one of the
largest savings institutions in the United States, with total assets of $15.4
billion at March 31, 1997. Glendale Federal's business consists primarily of
attracting deposits from the general public and using such deposits, together
with the proceeds of borrowings and its stockholders' equity, to originate and
purchase loans, including residential real estate loans as well as business and
consumer banking loans and other products. Glendale Federal is headquartered in
Glendale, California and, at the date hereof, operated 165 banking offices and
25 loan offices located throughout the State of California.
USE OF PROCEEDS
The net proceeds received by the Company from sales of Company Common Stock
to holders of the Seven-Year Warrants upon exercise thereof will be used by the
Company for its general corporate purposes. The Company will not receive any
proceeds upon the conversion of GLENFED Debentures.
THE REORGANIZATION
The Company will become the holding company for Glendale Federal pursuant
to an Agreement and Plan of Reorganization (the "Reorganization Agreement"),
dated as of June __, 1997, entered into among Glendale Federal, the Company and
Glendale Interim Federal Savings Bank ("Interim"). Interim was chartered as an
interim (non-operating) federal savings bank for the sole purpose of effecting
the Reorganization through the merger of Interim with and into Glendale Federal
(the "Merger"), with Glendale Federal being the surviving institution.
At the effective time of the Merger (the "Effective Time"), the following
stock exchanges and issuances took place: (i) all outstanding shares of common
stock, par value $1.00 per share, of Glendale Federal (the "Glendale Federal
Common Stock") not held by a subsidiary of Glendale Federal, were exchanged on a
one-for-one basis for shares of Company Common Stock; (ii) the warrants to
purchase shares of Glendale Federal Common Stock previously issued by Glendale
Federal pursuant to the Warrant Agreement by and between Glendale Federal and
Chemical Trust Company of California, dated as of February 23, 1993 (the "Five-
Year Warrants"), became exercisable, in accordance with their terms and without
the necessity of any exchange by the holders thereof, solely to receive the
number of shares of Company Common Stock that equals the number of shares of
Glendale Federal Common Stock for which the Five-Year Warrants were exercisable
immediately prior to the Effective Time; (iii) the Seven-Year Warrants became
exercisable, in accordance with their terms and without the necessity of any
exchange by the holders thereof, solely to purchase the number of shares of
Company Common Stock that equals the number of shares of Glendale Federal Common
Stock for which the Seven-Year Warrants were exercisable immediately prior to
the Effective Time; (iv) the shares of Noncumulative Preferred Stock, Series E,
par value $1.00 per share, of Glendale Federal were exchanged on a one-for-one
basis for shares of Noncumulative Convertible Preferred Stock, Series A, par
value $1.00 per share, of the Company (the "Company Preferred Stock"), having
substantially the same rights, preferences, privileges and other terms as the
Glendale Federal Preferred Stock; (v) the shares of common stock of Interim
outstanding were exchanged for shares of Glendale Federal Common Stock and
shares of a new series of Noncumulative Preferred Stock, Series 1997-A, par
value $1.00 per share, having substantially the same rights, preferences,
privileges and other terms as the Glendale Federal Preferred Stock; and (vi) the
GLENFED Debentures became convertible, in accordance with their terms and
without the necessity of any exchange by the holders thereof solely into Company
Common Stock. Stock options granted under Glendale Federal's existing stock
option plan for employees and directors also became exercisable solely for
Company Common Stock. The shares of Company Common Stock initially held by
Glendale Federal were canceled in the Merger.
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<PAGE>
EFFECT ON SEVEN-YEAR WARRANTS AND GLENFED DEBENTURES
As a result of the Reorganization (i) the Seven-Year Warrants entitle the
holders thereof solely to purchase the number of shares of Company Common Stock
that equals the number of shares of Glendale Federal Common Stock for which the
Seven-Year Warrants were exercisable immediately prior to the Effective Time,
and on the same terms and conditions and at the same exercise price, and (ii)
the Company assumed all of Glendale Federal's obligations with respect to the
Seven-Year Warrants.
New warrant certificates were not issued in exchange for the certificates
representing the Seven-Year Warrants that were outstanding immediately prior to
the Effective Time. Chase Mellon Shareholder Services, L.L.C., 400 South Hope
Street, 4th Floor, Los Angeles, California 90071 was the principal Transfer
Agent and Registrar for the Glendale Federal Common Stock and the Warrant Agent
with respect to the Seven-Year Warrants. It will act in the same capacities for
the Company Common Stock and will continue as the Warrant Agent for the Seven-
Year Warrants.
Effective as of the Effective Time of the Reorganization, the GLENFED
Debentures were convertible solely into Company Common Stock, at the same
conversion price at which they were convertible into Glendale Federal Common
Stock immediately prior to the Effective Time, and on the same terms and
conditions. The Company, however, did not assume any of the payment or other
obligations of the issuer of the GLENFED Debentures. New certificates were not
issued in exchange for the certificates representing the GLENFED Debentures that
were outstanding immediately prior to the Effective Time.
MARKET FOR COMPANY COMMON STOCK, SEVEN-YEAR WARRANTS
AND GLENFED DEBENTURES
Glendale Federal Common Stock was listed on the NYSE and the Pacific
Exchange. The Company Common Stock issued in exchange therefor in connection
with the Reorganization, including Shares issuable thereafter upon exercise of
the Seven-Year Warrants, is also approved for such listing by the NYSE and the
Pacific Exchange under the trading symbol of "GSB". The Seven-Year Warrants will
similarly continue to be quoted on the Nasdaq Small Capitalization Market under
the trading symbol "GSBNW."
The GLENFED Debentures are not listed or traded on any exchange or regular
interdealer quotation system of which the Company is aware.
DESCRIPTION OF SEVEN-YEAR WARRANTS
The Seven-Year Warrants were issued under that certain Warrant Agreement,
dated as of August 15, 1993, originally entered into between Glendale Federal
and Chemical Trust Company of California ("Chemical"), as Warrant Agent.
ChaseMellon Shareholder Services, L.L.C. has succeeded to Chemical's position as
such Warrant Agent. Each Seven-Year Warrant entitled the holder thereof to
purchase one share of Glendale Federal Common Stock for a purchase price of
$12.00 per share payable in cash (the "Exercise Price"), subject to adjustment
as described below. At the Effective Time of the Reorganization, each of the
unexercised Seven-Year Warrants then issued and outstanding became, in
accordance with the original terms of the Seven-Year Warrants, automatically by
operation of law and without necessity of any exchange by the holder thereof, a
warrant to purchase the number of shares of Company Common Stock that equals the
number of shares of Glendale Federal Common Stock for which such Seven-Year
Warrant was exercisable immediately prior to the Effective Time, on the same
terms and conditions and at the same exercise price, and the Company assumed all
of Glendale Federal's obligations with respect to such Seven-Year Warrants.
Each Seven-Year Warrant became exercisable on August 21, 1994 and will
expire on August 21, 2000. No adjustment will be made for any cash dividends
paid on shares of Company Common Stock issuable upon exercise of the Seven-Year
Warrants. The Seven-Year Warrants may be exercised only for whole shares of
Company Common Stock.
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<PAGE>
The number of shares of Company Common Stock or other securities issuable
upon exercise of each Seven-Year Warrant and the Exercise Price are subject to
adjustment upon the issuance of a stock dividend to holders of Company Common
Stock, or a combination, subdivision or reclassification of Company Common
Stock. The Exercise Price is subject to adjustment upon the distribution by the
Company to the holders of Company Common Stock generally of certain rights to
subscribe for Company Common Stock at less than current market value, but the
number of shares of Company Common Stock or other securities issuable upon
exercise of each Seven-Year Warrant will not be adjusted proportionately. No
adjustment in the Exercise Price or the number of shares of Company Common Stock
issuable upon the exercise of Seven-Year Warrants of less than 1% will be
required to be made; provided, that any such adjustment not made must be carried
forward and taken into account in any subsequent adjustment determination until
cumulative adjustments reach 1%.
Notwithstanding the foregoing, in case of a consolidation, merger, sale or
conveyance of the property of the Company as an entirety or substantially as an
entirety, the holder of each outstanding Seven-Year Warrant shall continue to
have the right to exercise the Seven-Year Warrant for the kind and amount of
shares and other securities and property (including cash) receivable by a holder
of the number of shares of Company Common Stock for which such Seven-Year
Warrants were exercisable immediately prior thereto.
The Warrant Agreement for the Seven-Year Warrants may be amended or
supplemented without the consent of the registered holders of the Seven-Year
Warrants to effect changes that are not inconsistent with the provisions of the
Seven-Year Warrants and that do not adversely affect the interests of the
holders of Seven-Year Warrants. The Warrant Agreement for the Seven-Year
Warrants may also be amended with the consent of the holders of more than 50% in
number of the Seven-Year Warrants then outstanding; provided, that no such
amendment may modify the terms on which the Seven-Year Warrants are exercisable
or change the percentage of holders of Seven-Year Warrants who must consent to
such amendments.
No holder of Seven-Year Warrants is entitled to vote or receive dividends
or be deemed for any purpose to be a holder of Company Common Stock or any other
securities of the Company that may at any time be issuable upon the exercise of
the Seven-Year Warrants until the Seven-Year Warrants are properly exercised as
provided in the Warrant Agreement.
DESCRIPTION OF GLENFED DEBENTURES
The GLENFED Debentures are subordinated, unsecured obligations of Glendale
Investment Corporation, a wholly-owned subsidiary of Glendale Federal, that are
currently outstanding in the aggregate principal amount of $10.5 million, bear
interest at 7.75% per annum, mature on March 15, 2001 and are redeemable at the
option of Glendale Investment Corporation at 100% of their principal amount. The
GLENFED Debentures were originally issued by GLENFED Inc., the former holding
company for Glendale Federal, pursuant to an Indenture, dated as of March 15,
1986, entered into between GLENFED Inc. and Manufacturers Hanover Trust Company,
as Trustee. ChaseMellon Shareholder Services, L.L.C. has succeeded to the
position of Manufacturers Hanover Trust Company as such Trustee. The GLENFED
Debentures became obligations solely of Glendale Investment Corporation as a
result of the merger of GLENFED Inc. with and into Glendale Investment
Corporation in connection with the recapitalization of Glendale Federal
completed in August 1993.
Immediately prior to the Effective Time of the Reorganization described
herein, the GLENFED Debentures were convertible into shares of Glendale Federal
Common Stock at the conversion price of $706.25 per share, or 1.416 shares of
Glendale Federal Common Stock for each $1,000 of principal amount thereof. Upon
completion of the Reorganization the GLENFED Debentures became convertible
solely into shares of Company Common Stock at such conversion price and number
of shares per $1,000 principal amount thereof. The conversion price of the
GLENFED Debentures will, in accordance with their original terms, remain subject
to adjustment in certain events relating to the Company.
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<PAGE>
DESCRIPTION OF COMPANY COMMON STOCK
Each share of Company Common Stock has the same relative rights as, and is
identical in all respects with, each other share of Company Common Stock. Each
share of Company Common Stock entitles the holder thereof to one vote on all
matters upon which stockholders have the right to vote, except that stockholders
of the Company are entitled, upon compliance with applicable requirements, to
cumulate their votes in the election of directors. Subject to all of the rights
of the Company Preferred Stock, the holders of Company Common Stock are entitled
to dividends when, as and if declared by the Company's Board of Directors out of
funds legally available therefor.
Holders of shares of Company Common Stock are not entitled to preemptive
rights with respect to any shares which may be issued. The Company Common Stock
is not subject to call or redemption and, upon receipt by the Company of the
full purchase price therefor, each share of Company Common Stock will be fully
paid and non-assessable.
In the event of any liquidation or dissolution of the Company, the holders
of Company Common Stock will be entitled to receive, after payment or provision
for payment of all debts and liabilities of the Company, all assets of the
Company available for distribution, in cash or in kind. The holders of Company
Preferred Stock may have a priority over the holders of Company Common Stock in
the event of liquidation or dissolution.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following general summary of the material United States federal income
tax consequences of the Reorganization to holders of the Seven-Year Warrants and
the GLENFED Debentures, and of certain additional tax consequence resulting from
the sale, disposition, exercise or expiration of the Seven-Year Warrants and
from the conversion (if any) of GLENFED Debentures, is based on the Internal
Revenue Code of 1986, as amended to the date hereof (the "Code"), administrative
pronouncements, judicial decisions and Treasury regulations, all of which are
subject to change, possibly with retroactive effect, which changes could affect
the tax consequences described herein. The summary only applies to persons who
hold Seven-Year Warrants and GLENFED Debentures as capital assets and does not
address tax considerations which may affect the treatment of certain special
status taxpayers such as financial institutions, broker-dealers, life insurance
companies, tax-exempt organizations, investment companies or foreign taxpayers.
In addition, this summary does not address all of the consequences of ownership
of the Company Common Stock, the Seven-Year Warrants or the GLENFED Debentures.
Holders should be aware that the views expressed herein are not binding on the
Internal Revenue Service ("IRS") and there can be no assurance that the IRS will
not assert contrary positions. No rulings have been sought from the IRS with
respect to the Reorganization or other matters addressed herein and it is not
currently expected that such rulings will be sought.
THE REORGANIZATION
Effect on Certain Holders of Seven-Year Warrants. Following the
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Reorganization of Glendale Federal, the holders of Seven-Year Warrants were
entitled, pursuant to the original terms of the Seven-Year Warrants, to receive
Company Common Stock rather than Glendale Federal Common Stock upon any exercise
of such Warrants. For U.S. federal income tax purposes, with respect to holders
of Seven-Year Warrants who acquired their Seven-Year Warrants prior to the
Reorganization, this alteration of rights (an "Alteration") will be deemed to
constitute a current taxable exchange of "old" Seven-Year Warrants for "new"
Seven-Year Warrants, if such Alteration constitutes a modification of terms
which results in "new" Seven-Year Warrants that differ materially, either in
kind or extent, from the "old" Seven-Year Warrants.
The law is unclear as to whether an Alteration with respect to the Seven-
Year Warrants would be treated as a taxable exchange and there is no direct
authority addressing the issue. The principles of Treasury regulations which
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<PAGE>
address the circumstances in which an alteration of the terms of a debt
instrument constitutes a taxable exchange may provide some guidance as to
whether the Alteration constitutes a taxable exchange. Although those
regulations could imply that the Alteration would be treated as a taxable
exchange, those regulations specifically, by their terms, do not apply to non-
debt instruments such as the Seven-Year Warrants. Prior precedents involving
executory rights, which may be more relevant than the principles of these debt
modification regulations, suggest that the fruition of executory rights present
in the original terms of instruments like the Seven-Year Warrants may not cause
a taxable exchange. Such argument appears most compelling where, as in the
present case, the right is nonelective as to the holder of the instrument,
arises automatically on account of the occurrence of an independently
significant event outside the control of the holder and results in holders
having immediately after the event substantially the same economic rights (i.e.,
rights to become equity owners of essentially the same economic value). However,
the promulgation of the aforementioned Treasury regulations regarding the
modification of debt instruments raises doubt regarding the extent to which
these precedents continue to constitute authority for the view that the
Alteration does not constitute a taxable exchange. Holders of Seven-Year
Warrants should be aware that the IRS could on that basis (as well as on the
basis of other precedents) assert, and a court could sustain the assertion, that
the Alteration constitutes a taxable exchange.
If a taxable exchange of Seven-Year Warrants were deemed to occur, a holder
of a Seven-Year Warrant who acquired such Seven Year Warrant prior to the
Effective Time would be required to recognize capital gain or loss at the
Effective Time equal to the difference between the fair market value of the
"new" Seven-Year Warrant and the holder's adjusted tax basis in the
corresponding "old" Seven-Year Warrant. If a holder of a Seven-Year Warrant were
required to treat the Alteration as a taxable exchange, the holder would treat
the "new" Seven-Year Warrant as having a tax basis equal to the fair market
value of such "new" Seven-Year Warrant and as having a holding period beginning
at the Effective Time. If the Alteration were not treated as a taxable exchange,
a holder of a Seven-Year Warrant would incur no federal income tax consequences
as a result of the Alteration and would have the same adjusted tax basis and
holding period in a Seven-Year Warrant following the Alteration as it had
immediately before the Alteration.
Holders of Seven-Year Warrants should note that they may avoid the
uncertainties discussed above as to whether the Alteration constitutes a taxable
exchange by exercising their Seven-Year Warrants and receiving Glendale Federal
Common Stock prior to the Reorganization, and then pursuant to the
Reorganization receiving Company Common Stock. In such case, the exercise of a
Seven-Year Warrant and the exchange in the Reorganization of the Glendale
Federal Common Stock received upon such exercise for Company Common Stock would
be tax-free transactions for U.S. federal income tax purposes.
Effect on Certain Holders of GLENFED Debentures. Pursuant to the provisions
-----------------------------------------------
of Treasury regulations (referred to above) addressing the circumstances in
which an alteration of the terms of a debt instrument constitutes a taxable
exchange, a holder of GLENFED Debentures should not incur any federal income tax
consequences as a result of the Reorganization, and accordingly should have the
same adjusted tax basis and holding period in GLENFED Debentures following the
Reorganization as the holder had immediately before the Reorganization.
CERTAIN CONSEQUENCES UNRELATED TO THE REORGANIZATION OF SALE, DISPOSITION,
EXERCISE OR EXPIRATION OF SEVEN-YEAR WARRANTS
In general, upon a sale or other disposition of a Seven-Year Warrant, a
holder will recognize gain or loss measured by the difference between the amount
realized on the sale or other disposition and the holder's tax basis in the
Seven-Year Warrant. In general, such gain or loss will be capital gain or loss
if the Company Common Stock into which the Seven-Year Warrant is exercisable
would be a capital asset in the hands of the holder and will be a long-term
capital gain or loss if the holder's holding period in the Seven-Year Warrant is
greater than one year at the time of the sale or other disposition.
A holder would not recognize gain or loss on the exercise of a Seven-Year
Warrant. A holder's tax basis in the Company Common Stock received on the
exercise of a Seven-Year Warrant would be equal to the sum of (i) the holder's
tax basis in the Seven-Year Warrant exercised and (ii) the exercise price paid.
The holding period of the Company Common Stock received on the exercise of a
Seven-Year Warrant would begin on the date of exercise.
If a holder's Seven-Year Warrant expires without being exercised, the
holder will recognize a loss equal to its tax basis in the expired Seven-Year
Warrant. In general, such loss would be a long-term capital loss if the Company
Common Stock issuable on exercise of the Seven-Year Warrant would be a capital
asset in the hands of the holder.
CERTAIN CONSEQUENCES UNRELATED TO THE REORGANIZATION OF CONVERSION OF GLENFED
DEBENTURES INTO COMPANY COMMON STOCK
Upon the conversion (if any) of GLENFED Debentures into Company Common
Stock, the holder of such GLENFED Debentures would recognize gain or loss
measured by the difference between the fair market value of the Company Common
Stock received on conversion (less the amount, if any, that is properly treated
as a payment of interest) and the holder's tax basis in such GLENFED Debentures.
Such gain or loss would constitute capital gain or loss and would be long-term
capital gain or loss if the holder's holding period in the GLENFED Debentures is
greater than one year at the time of the conversion. Any amount received on the
conversion that is properly treated as interest would be taxable as ordinary
interest income in accordance with the holder's method of accounting. Upon any
such conversion, the holder would take a tax basis in the Company Common Stock
received equal to such fair market value at the time of the conversion, and
would begin its holding period in such Company Common Stock at the time of the
conversion.
EACH HOLDER SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISORS TO DETERMINE
THE SPECIFIC TAX CONSEQUENCES OF THE REORGANIZATION AND THE OWNERSHIP OF SEVEN
- -YEAR WARRANTS AND/OR GLENFED DEBENTURES TO SUCH HOLDER.
LEGAL OPINIONS
The legality of the Company Common Stock issuable upon exercise of the
Seven-Year Warrants or conversion of the GLENFED Debentures has been passed
upon for the Company by Mayer, Brown & Platt, Los Angeles, California.
-8-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 545.121 of the Rules and Regulations of the OTS authorizes Glendale
Federal to indemnify its officers, directors and employees in accordance with
certain requirements specified in such rules and regulations and subject to
prior OTS review. The officers and directors of Glendale Federal are covered by
directors' and officers' insurance insuring them against liability they may
incur in their capacities as such, subject to Section 545.121 of the Rules and
Regulations of the OTS.
Article FOURTEENTH of the Company's Certificate of Incorporation and
Article XII of the Company's Bylaws provide for indemnification of the officers
and directors of the Company to the fullest extent permitted by applicable law.
Section 145 of the Delaware General Corporation Law provides, in relevant part,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding because such
person is or was a director, officer, employee or agent of the corporation or is
or was serving, at the request of the corporation, as a director, officer,
employee or agent of another corporation, against all costs actually and
reasonably incurred by him or her in connection with such suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation. Similar indemnity
is permitted to be provided to such persons in connection with an action or suit
by or in right of the corporation, provided such person acted in good faith and
in a manner he or she believed to be in or not opposed to the best interests of
the corporation, and provided further (unless a court of competent jurisdiction
otherwise determines) that such person shall not have been adjudged liable to
the corporation.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<C> <S>
* 2.1 Agreement and Plan of Reorganization, dated June __, 1997, by and
among Golden State Bancorp Inc., Glendale Federal Bank, Federal
Savings Bank, and Glendale Interim Federal Savings Bank, a federal
savings bank (in organization).
* 5.1 Opinion of Mayer, Brown & Platt re Legality.
* 8.1 Opinion of Mayer, Brown & Platt re Tax Matters (included in Exhibit
5.1).
* 23.1 Consent of Independent Auditors.
* 23.2 Consent of Mayer, Brown & Platt (included in Exhibit 5.1).
* 24.1 Power of Attorney (included on signature page to this Registration
Statement).
* 99.1 Glendale Federal Annual Report on Form 10-K for the fiscal year ended
June 30, 1996.
* 99.2 Glendale Federal Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
* 99.3 Glendale Federal Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996.
* 99.4 Glendale Federal Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
* 99.5 Proxy Statement, dated September 20, 1996, for Glendale Federal Annual
Meeting of Stockholders held on October 22, 1996.
* 99.6 Proxy Statement, dated June __, 1997, for Glendale Federal Special
Meeting of Stockholders to be held on July 23, 1997.
</TABLE>
* Previously filed as an exhibit to the Company's Registration Statement
filed on Form S-3 with the SEC on May 29, 1997 (Registration No.
333-28037).
II-1
<PAGE>
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reoffering by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form; and
(2) Every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933, and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
II-2
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Golden State Bancorp Inc., a Delaware corporation, has duly caused
this Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California, on the 12th day of June, 1997.
GOLDEN STATE BANCORP INC.
by GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK,
as Incorporator
By: /s/ John E. Haynes
---------------------------------------------
John E. Haynes
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Stephen J. Trafton * Chairman of the Board, June 12, 1997
- ------------------------ Chief Executive Officer,
Stephen J. Trafton President, and Director
/s/ John E. Haynes Executive Vice President and June 12, 1997
- ------------------------ Chief Financial Officer
John E. Haynes
Gregory L. Hendry * Senior Vice President and June 12, 1997
- ------------------------ Chief Accounting Officer
Gregory L. Hendry
Director
- ------------------------
Diane C. Creel
Richard H. Daniel * Director June 12, 1997
- ------------------------
Richard H. Daniel
Brian P. Dempsey * Director June 12, 1997
- ------------------------
Brian P. Dempsey
Richard A. Fink * Senior Executive Vice President, June 12, 1997
- ------------------------ Chief Credit Officer,
Richard A. Fink and Director
John F. King * Director June 12, 1997
- ---------------------
John F. King
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
John F. Kooken * Director June 12, 1997
- ------------------------
John F. Kooken
Director
- ------------------------
Orin S. Kramer
Gilbert R. Vasquez * Director June 12, 1997
- ------------------------
Gilbert R. Vasquez
</TABLE>
* By: /s/ John E. Haynes
--------------------------------
John E. Haynes, Attorney-in-Fact
