<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
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
[_]Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GOLDEN STATE BANCORP INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_]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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<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 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 Special Meeting of Stockholders of Golden State to be held on
April 8, 1998 and at any postponement or adjournment thereof.
PROPOSAL:
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 250,000,000
AND TO EFFECT CERTAIN AMENDMENTS TO THE CERTIFICATE OF DESIGNATIONS FOR THE
NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A, ALL AS DESCRIBED IN
THE COMPANY'S PROXY STATEMENT DATED MARCH 4, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF; PROVIDED, HOWEVER, THAT NO PROXY WHICH
IS VOTED AGAINST THE PROPOSAL WILL BE VOTED IN FAVOR OF ANY PROPOSAL TO
ADJOURN THE SPECIAL MEETING IN ORDER TO SOLICIT ADDITIONAL VOTES IN FAVOR
OF THE PROPOSAL.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY
(Continued on other side)
<PAGE>
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 PROPOSAL.
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 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.
<TABLE>
<CAPTION>
<S> <C>
Date: , 1998
--------------- -----------------------------------------------------------------------
(Signature of Stockholder) (Signature(s) of Additional Stockholder(s))
</TABLE>
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.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 8, 1998
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 January 13, 1998, at the Special
Meeting of Stockholders of Golden State on April 8, 1998, 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.
PROPOSAL:
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 250,000,000 AND TO
EFFECT CERTAIN AMENDMENTS TO THE CERTIFICATE OF DESIGNATIONS FOR THE
NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A, ALL AS DESCRIBED IN THE
COMPANY'S PROXY STATEMENT DATED MARCH 4, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF;
PROVIDED, HOWEVER, THAT NO PROXY WHICH IS VOTED AGAINST THE PROPOSAL WILL BE
VOTED IN FAVOR OF ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING IN ORDER TO
SOLICIT ADDITIONAL VOTES IN FAVOR OF THE PROPOSAL.
SIGN AND DATE ON THE REVERSE SIDE
<PAGE>
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 PROPOSAL.
Date: , 1998
-------------- --------------------------------------------------
(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 authorize 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 Special Meeting of Stockholders of Golden State to be
held on April 8, 1998 and at any postponement or adjournment thereof.
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 PROPOSAL.
--------------------------------------------------
Fold and detach
<PAGE>
WHEN OK TO PRINT -- REMOVE ALL RED ITEMS I Plan to
Attend
Meeting [ ]
PROPOSAL:
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 250,000,000 AND TO
EFFECT CERTAIN AMENDMENTS TO THE CERTIFICATE OF DESIGNATIONS FOR THE
NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A, ALL AS DESCRIBED IN THE
COMPANY'S PROXY STATEMENT DATED MARCH 4, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF; PROVIDED, HOWEVER, THAT NO PROXY WHICH IS
VOTED AGAINST THE PROPOSAL WILL BE VOTED IN FAVOR OF ANY PROPOSAL TO ADJOURN
THE SPECIAL MEETING IN ORDER TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE
PROPOSAL.
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: , 1998
----------------------------------------
----------------------------------------------
(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>
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 authorize 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 Special Meeting of Stockholders of Golden State to be
held on April 8, 1998 and at any postponement or adjournment thereof.
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 PROPOSAL.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
WHEN OK TO PRINT -- REMOVE ALL RED ITEMS I Plan to
Attend
Meeting [ ]
PROPOSAL:
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 250,000,000 AND TO
EFFECT CERTAIN AMENDMENTS TO THE CERTIFICATE OF DESIGNATIONS FOR THE
NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A, ALL AS DESCRIBED IN THE
COMPANY'S PROXY STATEMENT DATED MARCH 4, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF; PROVIDED, HOWEVER, THAT NO PROXY WHICH IS
VOTED AGAINST THE PROPOSAL WILL BE VOTED IN FAVOR OF ANY PROPOSAL TO ADJOURN
THE SPECIAL MEETING IN ORDER TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE
PROPOSAL.
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: , 1998
----------------------------------------
----------------------------------------------
(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 VERY 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 GLENFED, 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 19,
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
