<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1998
REGISTRATION NO. 333-49423
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
(PREPARED ON FORM S-8)
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GOLDEN STATE BANCORP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 6035 95-4642135
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.)
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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)
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RICHARD A. FINK
VICE CHAIRMAN
GOLDEN STATE BANCORP INC.
414 NORTH CENTRAL AVENUE
GLENDALE, CALIFORNIA 91203
(818) 500-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
JAMES R. WALTHER
MAYER, BROWN & PLATT
350 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-1503
(213) 229-9597
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This Registration Statement, as originally filed on Form S-4, included
shares of the Registrant's common stock issuable pursuant to stock options to
purchase Golden State Common Stock ("Replacement Options") to be exchanged for
RedFed stock options at the Effective Time of the Merger described in the
Registration Statement. This Amendment No. 2 is a post-effective amendment to
the Registration Statement that is prepared on Form S-8 and therefore
qualifies to become effective immediately upon filing pursuant to Rule 464.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The indicated portions of the following document, which has heretofore been
filed by Golden State Bancorp Inc., a Delaware corporation (the "Company" or
the "Registrant"), with the Securities and Exchange Commission, are
incorporated by reference herein and shall be deemed to be a part hereof:
"Description of Company Common Stock" set forth in Part I of, and Exhibits
99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 to, the Registration Statement on
Form S-3, Commission File No. 333-28037.
All documents subsequently filed by the Company 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 have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
shall be deemed a 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 Company's Certificate of Incorporation and By-Laws provide for
indemnification of directors, officers and employees to the full extent
permitted by the Delaware General Corporation Law and, to the extent permitted
by such law, eliminate the personal liability of directors to the Company and
its stockholders for monetary damages for certain breaches of fiduciary duty.
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 the 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See index to Exhibits.
II-1
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ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
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;
(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;
(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;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
C. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Certificate or
By-Laws 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 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 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 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 and will be governed by the final
adjudication of such issue.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Glendale,
State of California on July 16, 1998.
GOLDEN STATE BANCORP INC.
/s/ Richard A. Fink
By: _________________________________
Name: Richard A. Fink
Title: Vice Chairman
POWER OF ATTORNEY
We, the undersigned officers and directors of Golden State Bancorp Inc.,
hereby severally constitute and appoint Stephen J. Trafton, Richard A. Fink or
James R. Eller, Jr., and each of them, our true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for us and in
our stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and any subsequent registration statement filed by
Golden State Bancorp Inc. pursuant to Rule 462(b) of the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
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SIGNATURE TITLE DATE
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/s/ Stephen J. Trafton* Chairman of the Board, Chief July 16, 1998
______________________________________ Executive Officer, President
Stephen J. Trafton and Director
[principal executive officer]
/s/ John E. Haynes* Chief Financial Officer July 16, 1998
____________________________________ [principal financial
John E. Haynes and accounting officer]
Director
____________________________________
Diane Creel
/s/ Brian P. Dempsey* Director July 16, 1998
____________________________________
Brian P. Dempsey
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II-3
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SIGNATURE TITLE DATE
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/s/ Richard A. Fink Vice Chairman and July 16, 1998
____________________________________ Director
Richard A. Fink
/s/ John F. King* Director July 16, 1998
____________________________________
John F. King
/s/ John F. Kooken* Director July 16, 1998
____________________________________
John F. Kooken
Director
____________________________________
Paul J. Orfalea
/s/ Thomas S. Sayles* Director July 16, 1998
____________________________________
Thomas S. Sayles
Director
____________________________________
Cora M. Tellez
/s/ Gilbert R. Vasquez* Director July 16, 1998
____________________________________
Gilbert R. Vasquez
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/s/ Richard A. Fink
*By: __________________________
Richard A. Fink
Attorney-in-Fact
II-4
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EXHIBIT INDEX
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of November 30, 1997, by and
between Golden State Bancorp, Inc. and RedFed Bancorp Inc. (included
in the Proxy Statement/Prospectus as Appendix A) (previously filed).
The Registrant agrees to furnish supplementally a copy of omitted
schedules to the Commission upon request.
3.1 Certificate of Incorporation of Registrant (included as Appendix B to
Exhibit 99.4).
3.2 Bylaws of Registrant (included as Appendix C to Exhibit 99.4).
4.1 Agreement and Plan of Reorganization, dated May 28, 1997, by and among
Golden State Bancorp Inc., Glendale Federal Bank, Federal Savings
Bank and Glendale Interim Federal Savings Bank, a federal savings
bank (incorporated by reference to Exhibit 2.1 to the Registration
Statement on Form S-3 of the Registrant, Commission File No. 333-
28037).
4.2 Certificate of Designations of the Registrant's Noncumulative
Convertible Preferred Stock, Series A. (incorporated by reference to
Exhibit 4.2 to the Registration Statement on Form S-4 of the
Registrant, Commission File No. 333-47607).
4.3 Warrant Agreement, dated as of February 23, 1993, between Glendale
Federal Bank, Federal Savings Bank and Chemical Trust Company of
California (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-4 of the Registrant, Commission File
No. 333-47607).
4.4 Amendment No. 1 to Warrant Agreement, dated as of July 24, 1997, by
and among Glendale Federal Bank, Federal Savings Bank, ChaseMellon
Shareholder Services, L.L.C. and Golden State Bancorp Inc.
(incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-4 of the Registrant, Commission File No. 333-
47607).
4.5 Warrant Agreement, dated as of August 15, 1993, between Glendale
Federal Bank, Federal Savings Bank, and Chemical Trust Company of
California. (incorporated by reference to Exhibit 4.5 to the
Registration Statement on Form S-4 of the Registrant, Commission File
No. 333-47607).
4.6 Amendment No. 1 to Warrant Agreement, dated as of July 24, 1997, by
and among Glendale Federal Bank, Federal Savings Bank, ChaseMellon
Shareholder Services, L.L.C. and Golden State Bancorp Inc.
(incorporated by reference to Exhibit 4.6 to the Registration
Statement on Form S-4 of the Registrant, Commission File No. 333-
47607).
4.7 Form of Warrant Agreement, dated as of April , 1998, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., pertaining
to the Litigation Tracking Warrants (previously filed).
5.1 Opinion and consent of Mayer, Brown & Platt (re legality of the
securities being registered) (previously filed).
8.1 Opinion and consent of Gibson, Dunn & Crutcher LLP (re certain tax
matters) (previously filed).
8.2 Opinion and consent of Mayer, Brown & Platt (re certain tax matters)
(previously filed).
10.1 Golden State Bancorp Inc. Stock Option and Long-Term Performance
Incentive Plan (incorporated by reference to Exhibit 10 to
Registration Statement on Form S-8 of the Registrant, Commission File
No. 333-31713).
10.2 Incentive Stock Option Plan (incorporated by reference to the RedFed
Bancorp Inc. Proxy Statement on Schedule 14A for the 1994 Special
Meeting of Stockholders filed on May 29, 1994).
10.3 Stock Option Plan for Outside Directors (incorporated by reference to
the RedFed Bancorp Inc. Proxy Statement on Schedule 14A for the 1994
Special Meeting of Stockholders filed on May 29, 1994).
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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10.4 1995 Long Term Incentive Plan (incorporated by reference to the RedFed
Bancorp Inc. Proxy Statement on Schedule 14A for the 1995 Annual
Meeting of Stockholders filed on May 1, 1995).
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1)
(previously filed).
23.2 Consent of Mayer, Brown & Platt (included in Exhibits 5.1 and 8.2)
(previously filed).
23.3 Consent of KPMG Peat Marwick LLP (relating to financial statements of
Glendale Federal Bank, Federal Savings Bank).
23.4 Consent of KPMG Peat Marwick LLP (relating to financial statements of
RedFed Bancorp Inc.) (previously filed).
23.5 Consent of KPMG Peat Marwick LLP (relating to financial statements of
CENFED Financial Corporation) (previously filed).
23.6 Consent of KPMG Peat Marwick LLP (relating to financial statements of
First Nationwide (Parent) Holdings Inc.) (previously filed).
24.1 Powers of Attorney (included on the signature pages hereto).
99.1 Form of proxy for meeting of RedFed Bancorp stockholders (previously
filed).
99.2 Consent of NationsBanc Montgomery Securities LLC (previously filed).
99.3 Annual Report on Form 10-K for the year ended June 30, 1997 of
Glendale Federal Bank, Federal Savings Bank (incorporated by
reference to Exhibit 99B to the Current Report on Form 8-K, dated
September 26, 1997, of the Registrant).
99.4 Proxy Statement on Schedule 14A, dated June 24, 1997, of Glendale
Federal Bank, Federal Savings Bank (incorporated by reference to
Exhibit 99.6 to the Registration Statement on Form S-3 of the
Registrant. Commission File No. 333-28037).
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Golden State Bancorp Inc.:
We consent to the incorporation by reference in Amendment No. 2 to the
Registration Statement (No. 333-49423) on Form S-4 of Golden State Bancorp
Inc. of our report dated July 23, 1997, except for Note 24 of notes to the
consolidated financial statements which is as of August 18, 1997, with respect
to the consolidated balance sheets of Glendale Federal Bank, Federal Savings
Bank, and subsidiaries as of June 30, 1997 and 1996, 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, 1997,
which report appears in the Form 8-K of Golden State Bancorp Inc. dated
September 26, 1997.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
July 15, 1998
