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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Golden State Bancorp Inc.
......................................................
(Exact name of registrant as specified in its charter)
Delaware 95-4642135
..............................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Main Street, San Francisco, California 94105
..............................................................
(Address of Principal Executive Offices) (Zip Code)
California Federal Employees' Investment Plan
..............................................................
(Full title of the plan)
James R. Eller, Jr.
Senior Vice President and Counsel
California Federal Bank, A Federal Savings Bank
135 Main Street, 4th Floor
San Francisco, California 94105
..............................................................
(Name and address of agent for service)
(415)904-1339
..............................................................
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed
maximum
Proposed aggregate Amount of
Title of securities Amount to be maximum offering offering registration
to be registered registered(1) price per uni(2) price fee(2)
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Common Stock of 2,500,000 $18.96875 $47,421,875 $13,183.29
Golden State
Bancorp Inc.
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, there is also
being registered such number of additional shares of Common Stock that may
become available for purchase under the plan in the event of certain changes in
the outstanding shares of Common Stock, including, among other things,
reorganizations, mergers, recapitalizations, restructurings, stock dividends,
stock splits and reclassifications. In addition, pursuant to Rule 416(c) under
such Act, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the plan.
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(2) Calculated pursuant to Rule 457(h)(1)and Rule 457(c) of the Securities Act
of 1933, using a price of $18.96875, which was the average of the high and low
prices of Golden State Bancorp Inc.'s common stock on the New York Stock
Exchange on November 20, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Golden State Bancorp Inc. ("Golden State") and the California Federal
Employees' Investment Plan (the "Plan") hereby incorporate by reference the
following documents previously filed with the Securities and Exchange
Commission (the "Commission"):
(1) Golden State's Annual Report on Form 10-K for the year ended June 30,
1998 filed with the Commission pursuant to Section 13 of the Exchange Act
("Golden State's Fiscal 1998 10-K");
(2) Golden State's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 and Golden State's Current Reports on Form 8-K dated July
21, 1998 and September 14, 1998, in each case filed with the Commission
pursuant to Section 13(a) of the Exchange Act; and
(3) The description of Golden State's common stock set forth under
"Description of Company Common Stock" in Golden State's Registration Statement
on Form S-3 filed with the Commission on May 29, 1997, together with any
amendment or report filed by Golden State with the Commission for the purpose
of updating such information.
All documents subsequently filed by Golden State with the Commission,
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware, the state of
incorporation of Golden State, and the bylaws of Golden State, provide for
indemnification of directors and officers of Golden State. Section 145 of the
Delaware General Corporation Law provides
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generally that a corporation may indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed suit
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation against reasonable expenses, including attorneys'
fees, judgments, fines and settlements if, in cases other than actions brought
by or in the right of the corporation, he or she has 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 (and in the case of a criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful). Section 145
provides that no indemnification for any claim or matter may be made, in the
case of an action brought by or in the right of the corporation, if the person
has been adjudged to be liable, unless the Court of Chancery or other court
determines that indemnity is fair and reasonable despite the adjudication of
liability. Indemnification is mandatory in the case of a director, officer,
employee or agent who has been successful on the merits, or otherwise, in
defense of a suit against him or her. The determination of whether a director,
officer, employee or agent should be indemnified is made by a majority of the
disinterested directors, independent legal counsel or stockholders.
Directors and officers of Golden State and its subsidiaries are covered
under blanket policies of directors' and officers' liability insurance taken
out by Mafco Holdings Inc.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
4.1 Certificate of Incorporation of Golden State. Incorporated by reference
to Exhibit 3.1 of Golden State's Fiscal 1998 10-K.
4.2 Articles of Amendment to Golden State's Certificate of Incorporation.
Incorporated by reference to Exhibit 3.2 of Golden State's Fiscal 1998 10-K.
4.2 Bylaws of Golden State, as amended. Incorporated by reference to
Exhibit 3.3 of Golden State's Fiscal 1998 10-K.
4.3. Warrant Agreement dated as of February 23, 1993 between Glendale
Federal Bank, Federal Savings Bank ("Glendale Federal") and Chemical Trust
Company of California ("Chemical"), as amended by Amendment No. 1 dated July
24, 1997 by and among Glendale Federal, ChaseMellon Shareholder Services LLC as
successor to Chemical, and Golden State. Incorporated by reference to Exhibit
4.3 of Golden State's Fiscal 1998 10-K.
4.4 Warrant Agreement dated as of August 23, 1993 between Glendale Federal
and Chemical, as amended by Amendment No. 1 dated July 24, 1997 by and among
Glendale Federal, ChaseMellon Shareholder Services LLC as successor to
Chemical, and Golden State. Incorporated by reference to Exhibit 4.4 of Golden
State's Fiscal 1998 10-K.
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4.5 Warrant Agreement dated as of May 4, 1998 between Golden State and
ChaseMellon Shareholder Services, LLC. Incorporated by reference to Exhibit 4.5
of Golden State's Fiscal 1998 10-K.
5 Legal Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP. Included in Exhibit 5
above.
ITEM 9. UNDERTAKINGS
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 to include any material
information with respect of 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.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
4. 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(d) or Section 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 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 an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel, the matter
has been settled by
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controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 23rd day of
November, 1998.
GOLDEN STATE BANCORP INC.
/s/ Carl B. Webb
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By: Carl B. Webb
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
SIGNATURE CAPACITY DATE
/s/ Gerald J. Ford Chairman of the Board, November 23, 1998
- ---------------------------- Chief Executive Officer
Gerald J. Ford And Director
Director November , 1998
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Ronald O. Perelman
/s/ Paul M.Bass, Jr. Director November 23, 1998
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Paul M. Bass, Jr.
/s/ George W. Bramblett, Jr. Director November 23, 1998
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George W. Bramblett, Jr.
/s/ Bob Bullock Director November 23, 1998
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Bob Bullock
/s/ Brian P. Dempsey Director November 23, 1998
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Brian P. Dempsey
Director November , 1998
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Howard Gittis
/s/ John F. King Director November 23, 1998
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John F. King
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/s/ John F. Kooken Director November 23, 1998
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John F. Kooken
/s/ Gabrielle K. McDonald Director November 23, 1998
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Gabrielle K. McDonald
/s/ Thomas S. Sayles Director November 23, 1998
- ----------------------------
Thomas S. Sayles
/s/ Lynn Schenk Director November 23, 1998
- ----------------------------
Lynn Schenk
/s/ Robert Setrakian Director November 23, 1998
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Robert Setrakian
/s/ Cora M. Tellez Director November 23, 1998
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Cora M.Tellez
/s/ Carl B. Webb President, Chief November 23, 1998
- ---------------------------- Operating Officer and
Carl B. Webb Director
/s/ Richard H. Terzian Executive Vice President November 23, 1998
- ---------------------------- and Chief Financial Officer
Richard H. Terzian
/s/ Renee Nichols Tucei Senior Vice President and November 20, 1998
- ---------------------------- Controller
Renee Nichols Tucei
The Plan. Pursuant to the requirements of the Securities Act of 1933,
California Federal Bank, A Federal Savings Bank, as administrator of the
California Federal Employees' Investment Plan, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on
November 20, 1998.
CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK, as
Administrator of the California Federal Employees' Investment Plan
By: /s/ Elizabeth Sefcheck
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Elizabeth Sefcheck
First Vice President and Benefits Planning Manager
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation of Golden State. Incorporated by
reference to Exhibit 3.1 of Golden State's Fiscal 1998 10-K.
4.2 Articles of Amendment to Golden State's Certificate of
Incorporation. Incorporated by reference to Exhibit 3.2 of Golden
State's Fiscal 1998 10-K.
4.2 Bylaws of Golden State, as amended. Incorporated by reference to
Exhibit 3.3 of Golden State's Fiscal 1998 10-K.
4.3. Warrant Agreement dated as of February 23, 1993 between Glendale
Federal Bank, Federal Savings Bank ("Glendale Federal") and
Chemical Trust Company of California ("Chemical"), as amended by
Amendment No. 1 dated July 24, 1997 by and among Glendale Federal,
ChaseMellon Shareholder Services LLC as successor to Chemical, and
Golden State. Incorporated by reference to Exhibit 4.3 of Golden
State's Fiscal 1998 10-K.
4.4 Warrant Agreement dated as of August 23, 1993 between Glendale
Federal and Chemical, as amended by Amendment No. 1 dated July 24,
1997 by and among Glendale Federal, ChaseMellon Shareholder
Services LLC as successor to Chemical, and Golden State.
Incorporated by reference to Exhibit 4.4 of Golden State's Fiscal
1998 10-K.
4.5 Warrant Agreement dated as of May 4, 1998 between Golden State and
ChaseMellon Shareholder Services, LLC. Incorporated by reference to
Exhibit 4.5 of Golden State's Fiscal 1998 10-K.
5 Legal Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP. Included in
Exhibit 5 above.
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Exhibit 5
ORRICK, HERRINGTON & SUTCLIFFE LLP
November 23, 1998
California Federal Bank
135 Main Street, 4th Floor
San Francisco, California 94105-1817
Re: REGISTRATION STATEMENT ON FORM S-8 FOR THE CALIFORNIA FEDERAL
EMPLOYEES' INVESTMENT PLAN (THE "PLAN")
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the California Federal Employees' Investment Plan
(the "Plan"), of up to 2,500,000 shares of common stock ("Common Stock"), of
Golden State Bancorp Inc., a Delaware corporation (the "Company"), and an
indeterminate number of "interests" in the Plan. Specifically, in connection
with the Registration Statement on Form S-8 for the Plan, you have asked for
our opinion as to whether the Plan is qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
We have examined instruments, documents, and records that we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
The qualified status of a profit sharing or other retirement plan can be
confirmed in advance by applying for a determination letter from the Internal
Revenue Service (the "IRS"). Such a determination letter relates only to a
plan's status as a qualified plan under the Internal Revenue Code of 1986, as
amended ("Code"), and further relates to the plan's form and not to its
operation. Consequently, this opinion is similarly limited.
The Company received a favorable determination letter from the IRS dated
August 8, 1997, regarding the qualified status of the Plan, as then amended.
You have advised us that the amendments described in the IRS determination
letter were adopted by the deadline prescribed in such letter. You have advised
us further that (a) the Plan has been amended since the date of the amendments
described in the IRS determination letter, and (b) the Company has not yet
applied for a determination letter regarding the qualified status of the Plan,
as so amended.
If, on or before the last day of the 1999 plan year of the Plan (see IRS
Rev. Proc. 97-41), the Company (a) amends the Plan in order to meet the
requirements for qualification under the Code, as amended by the Small Business
Job Protection Act of 1996 and certain other legislation amending the Code and
final regulations thereunder (collectively, "SBJPA"), and (b) applies for
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a determination letter with respect to the continued qualification of the Plan
as then amended, the Company may amend the Plan retroactively in order to meet
the requirements for qualification under the Code. You have assured us that the
Company intends to so amend the Plan and to file an application for such a
determination letter within the time period described above. You have advised
us that the determination letter application for the Plan will be filed on IRS
Form 5300. Under Section 401(b) of the Code and IRS Revenue Procedure 97-41,
any such amendment may be made retroactively effective, provided that the
amendment is adopted on or before the later of (1) the last day of the Plan's
1999 fiscal year, or (2) no later than 91 days after the IRS issues a final
determination letter with respect to the Plan. You have advised us that you
intend to make all such amendments to the Plan as may be necessary or
appropriate to assure that you will obtain the favorable determination letter
described above, or (in the alternative) to seek a favorable determination from
the United States Tax Court, or (lastly) to discontinue the Plan.
You have asked that our opinion confirm that the provisions of the written
document constituting the Plan comply with the pertinent qualification
requirements of the Code. We have reviewed the provisions of the Plan document,
as amended to date. The compliance of the Plan with the qualification
requirements of section 401(a) and related provisions of the Code, as amended
by SBJPA, is determinable as to form (but not as to operation) on the basis of
the formal Plan document. Moreover, determinations as to the Plan's compliance
with such requirements are made in the first instance by the IRS and ultimately
by the courts.
Subject to the foregoing and based on your assurances (described above)
regarding amendments to the Plan and the determination letter application to be
filed with the IRS with respect to the Plan, it is our opinion that the
provisions of the Plan, as amended to date, comply in all material respects, or
will so comply if retroactively amended as described above, with the
qualification requirements of section 401(a) and related provisions of the
Code, as amended by SBJPA.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to my part
of the Registration Statement, including this opinion, as an exhibit or
otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Golden State Bancorp Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Golden State Bancorp Inc. for the California Federal Employees'
Investment Plan of California Federal Bank, A Federal Savings Bank, of (i) our
report dated February 23, 1998, relating to the consolidated balance sheets of
First Nationwide (Parent) Holdings Inc. as of December 31, 1997 and 1996, and
the related consolidated statements of income, comprehensive income,
stockholder's equity and cash flows for each of the years in the three year
period ended December 31, 1997, which report appears in the Current Report on
Form 8-K dated September 11, 1998 of Golden State Bancorp Inc., and (ii) our
report dated July 20, 1998, relating to the consolidated statements of
financial condition of Golden State Bancorp Inc. as of June 30, 1998 and 1997
and the related consolidated statements of operations, changes in stockholders
equity and cash flows for each of the years in the three-year period ended June
30, 1998, which appears in the Annual Report on Form 10-K of Golden State
Bancorp Inc. for the fiscal year ended June 30, 1998.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
San Francisco, California
November 24, 1998
