<PAGE>
As filed with the Securities and Exchange Commission on April 6, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 of incorporation) (I.R.S. Employer Identification Number)
414 North Central Avenue
Glendale, California 91203
(818) 500-2000
(Address, including zip code, and telephone number,
including area code, of 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)
--------------------------------
Copies to:
Robert E. Curley
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
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, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]_______________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(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. [_]
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE/(1)/ OFFERING PRICE/(1)/ FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 250,000 $39.125 $9,781,250 $2,886
====================================================================================================================
</TABLE>
/(1)/ Estimated solely for purposes of determining the registration fee,
based on the average of the high and low sales prices on the New York
Stock Exchange Composite Tape on April 2, 1998.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
================================================================================
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
================================================================================
SUBJECT TO COMPLETION, DATED APRIL 6, 1998
PROSPECTUS
250,000 SHARES
Golden State Bancorp Inc.
Common Stock
(par value $1.00 per share)
______________________
The 250,000 shares (the "Shares") of Common Stock, par value $1.00 (the
"Common Stock"), of Golden State Bancorp Inc. (the "Company") offered hereby may
be purchased pursuant to the exercise of transferable options issued by the
Company to participants in the Golden State Bancorp Inc. Amended and Restated
Stock Option and Long-Term Performance Incentive Plan (the "Plan") and
transferred by those participants to immediate family members for no
consideration. See "Plan of Distribution."
On April 2, 1998 the last reported sale price of the Common Stock on the
New York Stock Exchange ("NYSE") was $39.125 per share.
_________________
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 COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SHARES OF COMPANY COMMON STOCK REFERRED TO HEREIN ARE NOT DEPOSITS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
______________________
The date of this Prospectus is [ ], 1998
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY 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. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
TABLE OF CONTENTS
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PAGE PAGE
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Available Information.......... 2 Plan of Distribution....... 5
Incorporation by Reference..... 3 Description of Securities.. 8
The Company.................... 3 Experts.................... 10
Use of Proceeds................ 5 Validity of the Shares..... 10
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission" or "SEC"). Reports, proxy material and other
information concerning the Company can be inspected and copied at the offices of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
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.
The Company's common stock trades on the NYSE and the Pacific Exchange
("PE"). Reports and other information concerning the Company may also be
inspected at the NYSE located at 11 Wall Street, New York, New York 10006 and at
the PE located at 301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act, with
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respect to the shares of Common Stock offered hereby. This prospectus
("Prospectus"), which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
items of which are contained in exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. Statements made in
this Prospectus as to the content of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety 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 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, by telephone at
(818) 500-2723 or by facsimile at (818) 409-3296.
INCORPORATION BY REFERENCE
The Company hereby incorporates by reference the following documents
pursuant to the Exchange Act (each of which is filed as an exhibit to the
Registration Statement):
(a) Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 1997 and December 31, 1997;
(b) Current Reports on Form 8-K dated July 24, 1997, August 26, 1997,
September 26, 1997, October 28, 1997 (as amended February 3,
1998), November 30, 1997, and February 4, 1998 (as amended March
5, 1998);
(c) Description of the Litigation Tracking Warrants(TM) contained in
the Form S-3 Registration Statement of the Registrant, File No.
333-47309, filed with the SEC on March 4, 1998, and any amendment
or report filed for the purpose of updating such description; and
(d) Unaudited Pro Forma Condensed Combined Financial Statements
contained in the Form S-4 Registration Statement of the
Registrant, File No. 333-47607, filed with the SEC on March 9,
1998, and any amendment or report filed for the purpose of
updating such description.
The Company did not file an Annual Report on Form 10-K for the year ended June
30, 1997 because it did not become the parent holding company of Glendale
Federal Bank, Federal Savings Bank ("Glendale Federal") until July 24, 1997,
after the end of Glendale Federal's 1997 fiscal year. The Company filed its
Form 8-K, dated September 26, 1997, with the Commission, containing the June 30,
1997 Annual Report on Form 10-K of its subsidiary, Glendale Federal.
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
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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. 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.
THE COMPANY
Golden State Bancorp Inc. was incorporated under Delaware law on May 30,
1997 by Glendale Federal for the purpose of becoming the holding company for
Glendale Federal pursuant to the reorganization described herein. On July 24,
1997, upon completion of the holding company formation transaction, Glendale
Federal became a wholly owned savings bank subsidiary of the Company
("Reorganization"). The Company conducted no business prior to the completion of
the Reorganization. At December 31, 1997, the Company had total consolidated
assets of $16.0 billion, deposits of $9.5 billion, and stockholders' equity of
$1.1 billion.
Glendale Federal is a federally chartered savings bank and is one of the
largest savings institutions in the United States. 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 stockholder's 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, as of December 31, 1997, operated 181
banking offices and 26 loan offices located throughout the State of California.
On August 18, 1997, the Company entered into an agreement to acquire CENFED
Financial Corporation ("CENFED") and its federal savings bank subsidiary, CenFed
Bank, which operates 18 branches in Pasadena and other locations in Los Angeles,
Orange, Riverside and San Bernardino Counties in southern California. The terms
of the transaction provide for a tax-free exchange of 1.2 shares of the
Company's Common Stock for each outstanding share of CENFED's common stock. The
agreement is subject to regulatory and other approvals, including approval by
CENFED shareholders, and is expected to close in the second calendar quarter of
1998. CENFED will be merged with and into a wholly-owned subsidiary of the
Company and CenFed Bank will be merged with and into Glendale Federal. At
December 31,
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1997, CENFED had total assets of $2.2 billion, deposits of $1.6 billion, and
stockholders' equity of $136 million.
On December 1, 1997, the Company announced that it had entered into a
definitive agreement with RedFed Bancorp Inc. ("RedFed"), parent company of
Redlands Federal Bank, in a tax-free stock for stock merger. The Company's
Common Stock will be issued to the stockholders of RedFed in the exchange for
their shares of RedFed common stock at an exchange ratio to be derived by
dividing $20.75 by the average daily closing price of the Company's Common
Stock, as reported on the NYSE Composite Tape, for the ten trading days on which
the Company's Common Stock is traded immediately preceding the date that is two
business days prior to the effective date of the RedFed merger. Cash will be
paid in lieu of the issuance of fractional shares. The agreement is subject to
regulatory and RedFed stockholder approvals. The transaction is expected to
close in the second calendar quarter of 1998, at which time RedFed will be
merged with and into a wholly-owned subsidiary of the Company and Redlands
Federal Bank will be merged with and into Glendale Federal. Redlands Federal
Bank has 14 banking offices in Southern California's Riverside and San
Bernardino counties. At December 31, 1997, RedFed had total assets of $1.0
billion, deposits of $845 million and stockholders' equity of $84 million.
On February 5, 1998, the Company announced that it had agreed to merge with
First Nationwide Holdings Inc. ("First Nationwide"), parent of California
Federal Bank FSB ("Cal Fed") in a tax-free exchange of shares. Under terms of
the merger, affiliates of MacAndrews and Forbes Holdings Inc. and Gerald J.
Ford, chairman and chief executive officer of Cal Fed, will own in the aggregate
between 42% and 45% of the common stock of the combined company on a fully
diluted basis (without giving effect to shares issuable pursuant to the
Litigation Tracking Warrants(TM) that are expected to be distributed to the
Company's shareholders prior to the merger) before giving effect to the
contingent issuance of additional shares of Common Stock under the merger
agreement that could substantially increase their percentage ownership. Two-
thirds of the merged company's Board of Directors will be named by Cal Fed and
one-third by the Company, with Gerald J. Ford becoming chairman and chief
executive officer, and Carl Webb, currently Cal Fed's president and chief
operating officer, becoming president and chief operating officer. The agreement
is subject to regulatory and shareholder approval, among other conditions, and
is expected to close in the third quarter of 1998. Cal Fed currently operates
225 branches, 194 of which serve customers in California, 24 in Florida, and
seven in Nevada. On March 30, 1998, CalFed announced that it had signed a
definitive agreement to sell its Florida bank franchise, having approximately
$1.5 billion in deposits, to Union Planters Bank of Florida, a wholly owned
subsidiary of Union Planters Corp. Cal Fed also services a $61 billion mortgage
portfolio through a subsidiary, First Nationwide Mortgage Corp., which
originates loans in 44 states. At December 31, 1997, First Nationwide had total
assets of $31.4 billion and deposits of $16.2 billion.
The address of the principal executive offices of the Company is 414 North
Central Avenue, Glendale, California 91203, and the telephone number of the
Company is (818) 500-2000.
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MARKET FOR COMPANY COMMON STOCK
Glendale Federal Common Stock was listed on the NYSE and the PE prior to
the Reorganization. The Company Common Stock issued pursuant to the
Reorganization is now listed on the NYSE and the PE under the trading symbol of
"GSB".
USE OF PROCEEDS
The amount of the proceeds to be received upon exercise of the transferable
options to which this Prospectus relates will depend upon the exercise prices of
the options and the extent to which they are exercised. Expenses of the
offering will be minimal. The proceeds from the sale of the Common Stock will
be used for general corporate purposes.
PLAN OF DISTRIBUTION
The shares of Common Stock of the Company covered by this Prospectus are
being offered by the Company to transferees of transferable options granted to
the directors, officers and certain other key employees of the Company pursuant
to the Plan, which is described below.
INTRODUCTION
The Plan is maintained by the Company to promote the long-term financial
interest of the Company, its wholly-owned subsidiary, Glendale Federal, and, in
turn its subsidiaries, by providing incentives for key executives, other
selected employees and eligible directors of the Company, including Glendale
Federal and its subsidiaries. The Plan provides a means whereby such
individuals may acquire shares of Common Stock of the Company, $1.00 par value,
or share in the appreciation of such stock, through the grant of stock options,
stock appreciation rights, stock awards and other equity-based awards.
The Plan was established by Glendale Federal in 1993 and was formerly known
as the Glendale Federal Bank 1993 Stock Option and Long-Term Performance
Incentive Plan. Pursuant to the Reorganization, the Company assumed the Plan,
outstanding options granted by Glendale Federal under the Plan became options to
purchase stock of the Company, and the name of the Plan was changed as indicated
above.
The Plan is not subject to any provision of the Employee Retirement Income
Security Act of 1974, as amended, or qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
The Company has the right to deduct or otherwise affect a withholding of
any amount required by federal or state tax laws to be withheld with respect to
the grant, exercise or surrender of an Award, or the sale of Common Stock
acquired upon the exercise of an Incentive Stock Option, including any
withholding required in order for the Company to obtain a tax deduction
otherwise available as a consequence of such grant, exercise, surrender or sale.
Such amounts may be deducted or withheld, at the Company's discretion, from
Award payments or from any other payments, including regular compensation, to be
made by the Company to the Participant.
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If Common Stock is used to satisfy tax withholding, such Common Stock shall be
valued based on the fair market value on the date it is withheld.
SHARES SUBJECT TO THE PLAN
The number of shares of Common Stock subject to awards under the Plan may
not exceed 7,200,000. The number of shares of Common Stock underlying awards
made to any individual in any calendar year may not exceed 1,000,000 shares.
The Common Stock issued under the Plan may be authorized and previously issued
shares that have been repurchased by the Company or authorized but previously
unissued shares.
The number of shares subject to the Plan and the terms of any outstanding
award may be adjusted as described in the Plan to reflect certain changes in the
capitalization of the Company or dividends or other distributions with respect
to its stock.
ADMINISTRATION OF PLAN
The authority to manage and control the operation and administration of the
Plan is currently vested in a committee (the "Committee") of the Board of
Directors of the Company (the "Board") which is comprised of directors who are
not employees of the Company. The Committee has the authority and discretion to
determine the type or types of awards to be made to each participant. Any
interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding on all persons. The Committee may delegate its
duties under the Plan to the Chief Executive Officer and other senior officers
of the Company, provided that such individual also serves as a member of the
Board, and provided further that only the Committee may grant and administer
awards to individuals who, at the time the authority is exercised, are subject
to reporting under Section 16(a) of the Exchange Act. Subject to the terms and
conditions of the Plan, the Committee determines and designates the key
employees to whom awards are granted and who thereby becomes a participant in
the Plan.
OPTION AWARDS
Discretionary Option Awards
Subject to the terms and conditions of the Plan, a participant to whom an
option is granted will have the right to purchase the number of shares of Common
Stock covered by the option at a fixed price. The options may be either
"incentive stock options" which are intended to satisfy the requirements of
section 422 of the Code, or "nonqualified stock options" which are not intended
to satisfy such requirements. Generally, the option price of an option may not
be less than the fair market value of a share of Common Stock on the date the
option is awarded. The option will expire on the date determined by the
Committee, but in no event later than 10 years after the grant date.
Automatic Option Awards to Eligible Directors
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The Plan provides that as of the first business day after each annual
meeting of the Company's stockholders, each member of the Board who is not an
employee of the Company or its subsidiaries is to be awarded a nonqualified
option to purchase 5,000 shares of Common Stock. Such options are subject to
the following terms and conditions:
(a) The option price that must be paid for the shares is equal to the fair
market value of the Common Stock on the date the option is granted.
(b) The option becomes fully exercisable on the date of the first annual
meeting of stockholders that occurs after the date the option is granted,
provided that the director must continue to serve as a member of the Board
until that date. The option will also become fully exercisable if the
director ceases to serve as member of the Board by reason of death.
(c) The option expires, and is no longer exercisable, on the earliest of (i)
the ten-year anniversary of the grant date; (ii) if the director ceases to
serve on the Board by reason of retirement (defined in the Plan to require
at least five years of service on the Board), the thirty-six-month
anniversary of such cessation; (iii) if the director ceases to serve on the
Board by reason of death, the twelve-month anniversary of such cessation,
and (iv) if the director ceases to serve on the Board for any reason other
than retirement or death, the three-month anniversary of such cessation.
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Exercise and Payment for Shares
A participant may exercise an option by giving written notice to the
Secretary of the Company. To the extent provided by the Committee, a
participant may elect to pay the purchase price upon the exercise of an option
through a cashless exercise arrangement. The full purchase price of each share
of Common Stock purchased upon the exercise of an option, and applicable
withholding taxes, is required to be paid at the time of such exercise except
that, in the case of a cashless exercise arrangement approved by the Committee,
payment may be made as soon as practicable after such exercise. Payment may be
made in cash or shares of Common Stock (valued at its fair market value as of
the day of exercise) or in any combination thereof, as determined by the
Committee. No option may be exercised after its expiration date. The exercise
of an option will result in the surrender of any corresponding rights under a
tandem stock appreciation right.
OTHER PLAN INFORMATION
Awards under the Plan are not transferable except as designated by the
participant by will or by the laws of descent and distribution; provided, that
the Committee may permit awards to be transferred by a participant for no
consideration to or for the benefit of the participant's immediate family
(including, without limitation, to a trust, partnership or a limited liability
corporation for the benefit of one or more members of the participant's
immediate family), subject to such limitations as the Committee may establish.
Upon a change in control of the Company (as defined in the Plan), all
options and stock appreciation rights will become immediately exercisable and
all restrictions on awards of restricted stock will lapse. In addition, in the
case of restricted stock or other Stock Awards (which term does not include
stock options or stock appreciation rights) the participant will have the right
to receive cash equal to the fair market value of any Common Stock otherwise
distributable in connection with any then outstanding Stock Awards under the
Plan. The Plan further provides that in the event of a reorganization, merger
or consolidation of the Company with one or more other corporations in which the
Company is not the surviving corporation, or of the transfer of substantially
all of its assets to another corporation (each of which transactions is referred
to in the Plan as a "Terminating Event"), the Plan and any Award granted under
the Plan will terminate unless provision is made for continuation thereof. In
the event of any such termination, each Participant to whom an Award has been
granted under the Plan will be entitled to receive payment, as applicable, or to
exercise such Participant's rights under any Award so granted without regard to
any restrictions on exercise that would otherwise apply.
Neither the adoption of the Plan nor the granting of any Award shall confer
upon any Participant any right to continue as an employee or director of the
Company, nor shall it interfere in any way with the right of the Company to
terminate the employment of any of its employees at any time. No Award shall
create any rights in a Participant as a stockholder of the Company until shares
of Common Stock are registered in the name of the Participant.
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In the event that a Participant ceases to be an employee of the Company for
any reason, including death, any Awards then outstanding may be exercised or
shall expire in accordance with the terms of the applicable Award agreement.
The Board may amend or terminate the Plan at any time subject to the
applicable requirements of the NYSE. The Committee may at any time amend the
terms of any outstanding award agreement, provided that no such amendment may
adversely affect a participant's rights under agreement without the
participant's written consent.
This document summarizes and explains the Plan, but does not contain the
text of the Plan. In the event of any conflict between this or any other
summary of the Plan, the text of the Plan will control. A full copy of the Plan
and additional information about the Plan and its administration may be
requested from the Company, 401 North Brand Boulevard, M-7, Glendale, California
91203, Attention: Corporate Secretary (818) 500-2000. Additional information
with respect to the Plan and the shares of Common Stock covered hereby may be
provided from time to time to participants and their transferees by means of
appendices to this Prospectus or by an amended Prospectus.
FEDERAL INCOME TAX CONSIDERATIONS
A participant who is granted a stock option will not be subject to federal
income tax at the time of grant, and the Company will not be entitled to a tax
deduction by reason of such grant. Neither the participant nor the transferee
will realize taxable income at the time of a non-arm's length transfer of a non-
qualified stock option. Upon the subsequent exercise of the option by the
transferee, the participant will realize ordinary income in an amount measured
by the difference between the fair market value of the shares on the date of
exercise and the option price, and the Company will generally be entitled to a
corresponding deduction. The participant must satisfy these tax obligations by
cash payment to the Company. The Company will generally be able to claim a
federal income tax deduction at the same time, and in the same amount, as the
participant recognizes as income. If a transferee exercises an option after the
death of the participant, ordinary income will be recognized by the
participant's estate. Upon a subsequent disposition of the shares by the
transferee, the transferee will generally realize short-term or long-term
capital gain or loss, with the basis for computing such gain or loss equal to
the fair market value of the stock at the time of exercise.
If a participant makes a gift of an option, the gift should be complete for
Federal tax gift purposes at the time of transfer and should be valued at that
time. For estate tax purposes, the gift of an option would generally cause the
option (and the stock acquired by exercise) to be excluded from the
participant's estate. Special rules apply if the participant makes a gift of an
award to a charity or to a "living trust" under which the participant retained
the right to revoke the trust or substantially alter its terms.
Upon exercise of an incentive stock option, no taxable income will be
recognized by the participant and the Company will not be entitled to a tax
deduction by reason of such exercise. However, the excess of the fair market
value on the date of exercise over the exercise price is an
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adjustment which increases alternative minimum taxable income, the base upon
which alternative minimum tax is computed. If Common Stock purchased pursuant
to the exercise of an incentive stock option is sold within two years from the
date of grant or within one year after the transfer of such Common Stock to the
participant, then the difference, with certain adjustments, between the fair
market value of the Common Stock at the date of exercise and the option price
will be considered ordinary income.
Generally, the Company is entitled to an income tax deduction for any
compensation income recognized by the participant. The Company is required to
withhold amounts from participants to satisfy withholding tax requirements.
The preceding discussion is based on the federal tax laws and regulations
that are presently in effect, which regulations are subject to change. The
discussion does not purport to be a complete description of all of the federal
income tax aspects of the Plan. Participants may also be subject to state and
local taxes in connection with awards under the Plan. Participants should
consult with their individual tax advisors to determine the applicability of the
federal and state tax aspects of awards to their personal circumstances.
DESCRIPTION OF SECURITIES
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 issued pursuant
to the Plan 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.
LITIGATION TRACKING WARRANTS
Subject to action by the Company's Board of Directors and shareholder
approval of certain corporate changes, the Company plans to distribute
Litigation Tracking Warrants(TM) ("LTWs"/1/ to its security holders representing
the right to receive, upon exercise of the LTWs, the
- ------------
/1/ "Litigation Tracking Warrants(TM)" and "LTWs" are trademarks of Credit
Suisse First Boston Corporation in connection with its investment banking
service.
11
<PAGE>
Company's common stock equal in value to 85 percent of the net after-tax
proceeds, if any, from Glendale Federal's pending goodwill lawsuit against the
United States Government. Subject to procedures established by the Company, LTW
holders will be entitled to exercise their LTWs only upon the occurrence of the
"Triggering Event" which includes: (a) receipt by Glendale Federal of the full
cash payment; (b) calculation by Glendale Federal of the full amount of the
Adjusted Litigation Recovery; and (c) receipt of all regulatory approvals
necessary to issue the shares of common stock to be issued upon the exercise of
the LTWs, including the effectiveness of the registration statement relating to
the issuance of such common stock under the Securities Act. The Company has
applied for listing of the LTWs on the Nasdaq National Market System, and it is
anticipated that the LTWs would be freely tradable after the distribution. It
is anticipated that the distribution of the LTWs would be declared and the
record date set in the June 1998 quarter. Holders of the Company's common stock
as of the record date would receive one LTW for each share of common stock they
hold. In addition, a sufficient number of LTWs would be reserved for future
distribution to allow each of the Company's outstanding convertible preferred,
warrant and stock option holders to receive, upon conversion or exercise, one
LTW for each common stock equivalent underlying their securities.
Prior to the distribution of the LTW, the Company will take appropriate
steps to provide that (i) upon exercise or conversion of the Company's Preferred
Stock, Seven-Year Warrants, Five-Year Warrants and Stock Options (collectively,
the "Convertible Securities") prior to the Triggering Event, the holders thereof
would receive the shares of common stock underlying the Convertible Securities,
plus a number of LTWs equal to the number of LTWs such holders would have
received had such holders exercised or converted such Convertible Securities
immediately prior to the record date of the distribution and (ii) upon the
exercise of the Convertible Securities on or after the Triggering Event, the
holders would receive the shares of common stock underlying the Convertible
Securities, plus an additional number of shares of common stock equal to the
number of shares of common stock such holders would have received had such
holders (a) exercised or converted such Convertible Securities into LTWs
immediately prior to the Triggering Event and (b) exercised such LTWs for shares
of common stock immediately after the Triggering Event. In addition, on the
Triggering Event, the conversion or exercise price of the Convertible Securities
would increase by an amount equal to the exercise price of the number of LTWs
underlying the Convertible Securities immediately prior to the Triggering Event.
It is currently expected that approximately 86 million LTWs would be
distributed, or reserved for distribution. The distribution of the LTWs would
not affect the Company's fully diluted shares outstanding as the amount of the
proceeds and the number of shares of common stock to be issued cannot be
determined until such time as the LTWs become exercisable.
The Company will be holding a special meeting of stockholders on April 8,
1998 to approve certain corporate changes necessary to issue the LTWs, including
an increase in the number of shares of common stock that the Company is
authorized to issue and amendments to certain terms of the Company's
Noncumulative Convertible Preferred Stock, Series A. Distribution of
12
<PAGE>
the LTWs is also subject to a final determination by the Company's Board of
Directors, which is expected to be made subsequent to the shareholders' meeting.
Because it is anticipated that the LTWs will be distributed after the close
of the Company's pending acquisition of CENFED, holders of shares of the
Company's Common Stock issued in the CENFED transaction who retain the Company's
shares would have the opportunity to participate in the distribution of LTWs
along with the rest of the Company's security holders. RedFed stockholders,
however, will not participate in the distribution of the LTWs because the
closing of the RedFed merger is after the record date for the LTWs.
EXPERTS
The consolidated financial statements as of June 30, 1997 and 1996 of
Glendale Federal (filed by the Company on Form 8-K, dated September 26, 1997)
and for each of the years in the three-year period ended June 30, 1997 have been
incorporated by reference herein in reliance on the report of KPMG Peat Marwick
LLP, independent auditors, incorporated by reference herein, and upon the
authority of such firm as experts in auditing and accounting.
VALIDITY OF SHARES
The validity of the Common Stock offered hereby has been passed upon for
the Company by James R. Eller, Jr., Corporate Counsel of Glendale Federal and
Secretary of the Company. As of the date of this Prospectus, Mr. Eller held
options to purchase 20,000 shares of Common Stock, 7,292 of which were then
exercisable.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby:
<TABLE>
<S> <C>
SEC registration fee.................................... $ 2,886
Legal fees.............................................. 6,000
Accounting fees and expenses............................ 4,000
Miscellaneous........................................... 1,000
-------
Total $13,886
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 in connection with such suit or proceeding if he
acted in good faith and in a manner he 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 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See Index to Exhibits included herewith which is incorporated by reference
herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) 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-1
<PAGE>
(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 range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement;
Provided, however, that paragraphs (a)(i) and (a)(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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) 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.
(c) 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.
(2) 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 that is incorporated by reference in this 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.
(3) 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 set forth or described in Item 15
of this Registration Statement, or otherwise, the registrant has
II-2
<PAGE>
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 proceeding, or claims to the
extent covered by contracts of insurance) 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-3 and has duly caused this amended Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Glendale and State of California on the 3rd day of April, 1998.
GOLDEN STATE BANCORP INC.
By /s/ Stephen J. Trafton
---------------------------------------
Name: Stephen J. Trafton
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Stephen
J. Trafton, Richard A. Fink and John E. Haynes, or any of them, as such person's
true and lawful attorneys-in-fact and agents, each with full power of
substitution and restitution, to sign any or all amendments (including post-
effective amendments to this Registration Statement), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on April 3, 1998.
Signature Title
Principal Executive Officer:
/s/ Stephen J. Trafton President, Chief Executive Officer,
- ------------------------------- Chairman of the Board
Stephen J. Trafton
/s/ John E. Haynes Principal Financial and Accounting Officer,
- ------------------------------- Chief Financial Officer
John E. Haynes
/s/ Diane C. Creel Director
- -------------------------------
Diane C. Creel
/s/ Brian F. Dempsey Director
- -------------------------------
Brian F. Dempsey
<PAGE>
/s/ Richard A. Fink Director
- -------------------------------
Richard A. Fink
/s/ John F. King Director
- -------------------------------
John F. King
/s/ John F. Kooken Director
- -------------------------------
John F. Kooken
Director
- --------------------------------
Paul J. Orfalea
/s/ Thomas S. Sayles Director
- -------------------------------
Thomas S. Sayles
/s/ Cora M. Tellez Director
- -------------------------------
Cora M. Tellez
/s/ Gilbert R. Vasquez Director
- -------------------------------
Gilbert R. Vasquez
<PAGE>
EXHIBIT INDEX
Exhibit Description of Document
- ------- -----------------------
Number
- ------
4 Golden State Bancorp Inc. Amended and Restated Stock Option and
Long-Term Performance Incentive Plan.
5.1 Opinion of James R. Eller, Jr.
23.1 Consent of KPMG Peat Marwick LLP (Independent Auditors).
23.2 Consent of James R. Eller, Jr. (included in its opinion filed as
Exhibit 5.1 hereto).
24 Power of Attorney (included with signature page to this
registration statement).
<PAGE>
EXHIBIT 4
AMENDED AND RESTATED
GOLDEN STATE BANCORP INC.
STOCK OPTION AND
LONG-TERM PERFORMANCE INCENTIVE PLAN
1. History and Purpose. The Stock Option and Long-Term Performance
Incentive Plan (the "Plan") is designed to promote the long-term financial
interests of the Company (as defined below) by (i) rewarding key executives,
other selected employees, and Eligible Directors of the Company for their
contributions to the success of the Company, (ii) attracting and encouraging
long service by key employees and Eligible Directors possessing outstanding
abilities, (iii) providing key employees with additional incentives in the form
of Incentive Stock Options, Non-Qualified Stock Options and Stock Appreciation
Rights as determined from time to time by the Board or the Committee (as defined
below), (iv) providing Eligible Directors with additional incentives in the form
of Non-Qualified Stock Options, and (v) furthering the identity of interests of
key employees, other selected employees, and Eligible Directors with those of
the Company's stockholders through opportunities for increased stock ownership
and awards based on corporate performance. The Plan has been amended and
restated in 1996 in the form set forth herein, provided that such amendment and
restatement is subject to the approval of the stockholders of the Company at the
first annual stockholders meeting which occurs after July 22, 1996.
2. Definitions. (a) "Award" means the grant of any form of stock
option, stock appreciation right, stock or cash award, whether granted alone, in
combination or in tandem, under the Plan.
(b) "Award Agreement" means an agreement between the Company and a
Participant, setting forth the terms, conditions and limitations applicable to
an Award granted to the Participant.
(c) "Board" means the Board of Directors of the Company.
(d) "Common Stock" means authorized and issued or unissued Common
Stock of the Company, having a par value of $1.00 per share.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" means the Stock Option Committee of the Board or such
other committee, comprised of directors who are not employees of the Company,
designated by the Board.
(g) "Company" means Golden State Bancorp Inc, a
<PAGE>
Delaware corporation, including any successor thereto by merger, operation of
law or otherwise, its subsidiaries and their respective subsidiaries.
(h) "Eligible Director" means each member of the Board who is not an
employee of the Company.
(i) "Fair Market Value", unless determined otherwise by the Committee
in good faith, means with respect to a share of Common Stock as of any given
date (i) the closing market composite price for such Common Stock as reported
for the New York Stock Exchange - Composite Transactions on that date or, if
Stock is not traded on that date, on the next preceding date on which Common
Stock was traded; (ii) if the Common Stock is not traded on the New York Stock
Exchange, the closing sale price of a share of Common Stock as reported on the
national securities exchange or transaction reporting system on or through which
actual sales prices are regularly reported for such Common Stock on the date the
determination is made; or (iii) if the Common Stock is not traded on an exchange
or transaction reporting system on or through which actual sales prices are
available, the mean of the average of the closing bid and asked prices of a
share of Common Stock as reported on the date the determination is made.
(j) "Immediate Family" means, with respect to a particular
Participant, the Participant's parents, spouse, children, stepchildren, adoptive
relationships, sisters, brothers and grandchildren.
(k) "Participant" means an employee or Eligible Director of the
Company to whom an Award has been made under the Plan.
(l) "Performance-Based Compensation" shall have the meaning ascribed
to it in Section 162(m)(4)(C) of the Code.
3. Participation. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, the key
employees to whom Awards are to be granted under Sections 8, 9, 10, and 11, and
who thereby become "Participants" in the Plan. Subject to the terms and
conditions of the Plan, Eligible Directors shall receive Stock Options in
accordance with the provisions of Supplement A, and thereby become
"Participants" in the Plan. Individuals shall not be eligible for Awards under
Sections 8, 9, 10 and 11 during the period in which they are Eligible Directors.
4. Common Stock Available for Awards. At the time of establishment
of the Plan in 1993, and subject to Section 17, the
2
<PAGE>
aggregate number of shares of Common Stock with respect to which Awards could be
granted under the Plan was limited to 1,700,000, which amount was increased in
1994 to 4,700,000. Effective as of the amendment and restatement of the Plan in
1996, and subject to Section 17, the aggregate number of shares of Common Stock
with respect to which Awards may be granted under the Plan was increased from
4,700,000 to 7,200,000. To the extent that any Award terminates by expiration,
cancellation, forfeiture, surrender or otherwise (other than by reason of the
exercise of an Award granted in tandem therewith) without the issuance of shares
or without payment therefor or, in the case of restricted stock, without
vesting, any shares subject to such Award or on the basis of which such Award
would have been calculated shall again be available for future Awards. Common
Stock which may be issued under the Plan may be either authorized and unissued
shares or issued shares which have been reacquired by the Company. No fractional
shares of Common Stock shall be issued under the Plan.
Notwithstanding any other provision of the Plan to the contrary, no
Participant shall receive any Award of a Stock Option or an SAR under the Plan
to the extent that the sum of:
(a) the number of shares of Common Stock subject to such Award;
(b) the number of shares of Common Stock subject to all other
prior Awards of Stock Options and SARs under the plan during the
calendar year in which the Award is made; and
(c) the number of shares of Common Stock subject to all other
prior stock options and stock appreciation rights granted to the
Participant under other plans or arrangements of the Company
during the calendar year in which the Award is made;
would exceed the Participant's Individual Limit under the Plan. The
determination made under this paragraph shall be based on the shares subject to
the awards at the time of grant, regardless of when the awards become
exercisable. A Participant's "Individual Limit" shall be 1,000,000 shares
(subject to adjustment under Section 17).
5. Administration. The Plan shall be administered by the Committee
which shall have full and exclusive power to interpret the Plan, to grant
waivers of Plan restrictions and to adopt such rules, regulations and guidelines
for carrying out the Plan as it may deem necessary or proper, all of which
powers shall be executed in the best interests of the Company and in
3
<PAGE>
keeping with the objectives of the Plan. Any interpretation of the Plan by the
Committee and any decision made by it under the Plan is final and binding on all
persons. The Committee shall determine the type of or types of Awards to be made
to each Participant. Awards may be granted alone, in combination or in tandem.
In the case of Awards granted in tandem, the exercise of one award will effect
the cancellation of a corresponding portion of the Award or Awards granted in
tandem therewith. Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under any other employee
plan of the Company, including the plan of any acquired entity. To the extent
that the provisions of this Section 5 are inconsistent with the terms of
Supplement A, Awards made under Supplement A shall be governed by the terms of
Supplement A rather than the terms of this Section 5.
6. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
the Plan pursuant to such terms, conditions or limitations as the Committee may
establish; provided, however, that no such authority may be vested in an officer
who does not also serve as a member of the Board of Directors of the Company;
further provided that only the Committee may grant and administer Awards made to
or held by Participants who, at the time such authority is exercised, are
subject to Section 16(a) or Section 16(b) of the Securities Exchange Act of
1934, or any successor rule.
7. Award Agreement. At the time of a grant, the Committee may
require as a condition to such grant that a Participant enter into an agreement
with the Company in a form specified by the Committee agreeing to the terms and
conditions of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee, in its sole discretion, may
prescribe. To the extent that the provisions of this Section 7 are inconsistent
with the terms of Supplement A, Awards made under Supplement A shall be governed
by the terms of Supplement A rather than the terms of this Section 7.
8. Stock Options. Each Stock Option shall entitle the Participant to
whom it is granted to purchase a specified number of shares of Common Stock at a
fixed price. Any Stock Option granted under the Plan that satisfies all of the
requirements of Section 422 of the Code may be designated by the Committee as an
"Incentive Stock Option." Stock Options not so designated, or that do not
satisfy the requirements of Section 422 of the Code shall not constitute
Incentive Stock Options and shall be "Non-Qualified Stock Options."
(a) Option Price. The option price of a Non-Qualified
4
<PAGE>
Stock Option shall not be less than 100 percent of the Fair Market
Value of a share of Common Stock on the date of grant, or such
other amount required to comply with applicable law. The option
price of an Incentive Stock Option shall not be less than 100% of
the Fair Market Value of a share of Common Stock and, with respect
to an employee who owns on the date of the grant more than 10% of
the Company's Common Stock, shall not be less than 110% of its
Fair Market Value on such date.
(b) Option Expiration Date. The "Expiration Date" with respect to a
Stock Option or any portion thereof means the expiration date
thereof established by the Committee at the time of the grant. The
Expiration Date of an Incentive Stock Option shall be no later
than the date which is ten years after the date it was granted
and, with respect to an employee who owns on the date of grant
more than 10% of the Company's Common Stock, shall not be later
than the date which is five years after the date of grant.
(c) Exercise of Options. Each Stock Option granted under the Plan
shall be exercisable, either in whole or in part, at such time or
times as shall be determined by the Committee at the time the
option is granted or at such earlier times as the Committee shall
subsequently determine (provided that the Fair Market Value at
date of grant of shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year may not exceed $100,000) but
in no event later than that Stock Option's Expiration Date.
A Participant may exercise a Stock Option by giving written notice
thereof prior to the Option's Expiration Date to the Secretary of
the Company at the principal executive offices of the Company.
Contemporaneously with the delivery of such notice, the full
purchase price of the shares of Common Stock purchased pursuant to
the exercise of the Option, together with any required state or
federal withholding taxes, shall be paid in cash, by tender of
stock certificates in proper form for transfer to the Company
valued at the Fair Market Value of the shares of Common Stock on
the date of exercise, by a combination of the foregoing or
5
<PAGE>
with any other consideration which the Committee determines to be
consistent with the purposes of the Plan and applicable law. A
Participant may elect to pay the purchase price upon the exercise
of a Stock Option through a cashless exercise arrangement to the
extent provided by the Committee. In the case of a cashless
exercise arrangement approved by the Committee, payment may be
made as soon as practicable after the exercise.
To the extent that the provisions of this Section 8 are inconsistent
with the terms of Supplement A, Awards made under Supplement A shall be governed
by the terms of Supplement A rather than the terms of this Section 8.
9. Stock Appreciation Rights. Each Stock Appreciation Right ("SAR")
shall entitle the Participant to whom it is granted to receive from the Company,
at the time the SAR is exercised, that number of shares of Common Stock having a
Fair Market Value equal to the product of:
(a) the number of shares of Common Stock as to which the SAR is
exercised; and
(b) the excess of the Fair Market Value (at the date of exercise) of
a share of Common Stock over the exercise price specified by the
Committee at the time of the award;
provided, however, that the Committee, in its sole discretion, may elect to
settle all or a portion of the Company's obligation arising out of the exercise
of an SAR in cash equal to the Fair Market Value on the exercise date of any or
all of the shares of Common Stock that would otherwise be issuable on exercise.
SARs that are granted in tandem with Stock Options shall be exercisable only to
the extent that the related Stock Option is exercisable and at the exercise
price of that Stock Option.
An SAR may be exercised, in whole or in part, by giving written notice
to the Secretary of the Company prior to the date on which the SAR expires.
Such notice shall specify the number of shares with respect to which the SAR is
being exercised. As soon as practicable after the receipt of such notice, the
Company shall deliver to the Participant certificates for the shares of Common
Stock or cash or both to which the Participant is entitled pursuant to the Plan.
10. Stock Awards. Subject to the terms and conditions of the Plan,
the Committee may designate Participants to receive Awards made in Common Stock
or denominated in units of Common
6
<PAGE>
Stock. All or any part of such Award may be subject to such terms, conditions,
restrictions and limitations as may be established by the Committee, and set
forth in the Award Agreement, which may include, but are not limited to,
continuous service with the Company, achievement of specific business
objectives, peer company comparisons, increases in specified indices, attaining
specified growth rates and other comparable measurements of Company performance.
Such Awards may be based on Fair Market Value or other specified valuation
criteria. Awards of restricted stock shall have a vesting period of at least
three years or, in the alternative, vesting based upon satisfaction of
performance criteria specified by the Committee.
To the extent that the Committee determines that it is necessary or
desirable to conform any Awards under the Plan with the requirements applicable
to "Performance-Based Compensation," it may, at the time an Award is granted,
take such steps and impose such restrictions as it determines to be necessary to
satisfy such requirements with respect to such Award, including, without
limitation:
(a) The establishment of performance goals that must be satisfied
prior to the payment or distribution of benefits under such
Awards;
(b) The submission of such Awards and performance goals to the
Company's shareholders for approval and making the receipt of
benefits under such Awards contingent on receipt of such approval;
and
(c) Providing that no payment or distribution be made under such
Awards unless the Committee certifies that the goals and the
applicable terms of the Plan and Agreement reflecting the Awards
have been satisfied.
To the extent that the Committee determines that the foregoing requirements
relating to Performance-Based Compensation do not apply to Awards under the Plan
because the Awards constitute Stock Options or SARs, the Committee may, at the
time the Award is granted, take such steps and impose such restrictions as it
determines to be necessary to conform the Award to alternative methods of
satisfying the requirements applicable to Performance-Based Compensation.
11. Other Awards. In addition to the Awards specifically provided
above, the Committee may make such other equity, incentive or performance awards
payable in cash or in kind under the Plan as it determines to be in the best
interest of the Company.
7
<PAGE>
12. Payment of Awards. The Company's obligation to pay cash or
deliver stock pursuant to Awards granted under the Plan is subject to all
applicable laws, rules and regulations and the obtaining of all permits and
approvals deemed necessary or appropriate by the Committee. Payment of Awards
may be made in the form of cash, stock or combinations thereof and may include
such restrictions as the Committee shall determine, including in the case of
stock, restrictions on transfer and forfeiture provisions. When transfer of
stock is so restricted or subject to forfeiture provisions it shall be referred
to as "Restricted Stock."
13. Tax Withholding. The Company shall have the right to deduct or
otherwise effect a withholding of any amount required by federal or state tax
laws to be withheld with respect to the grant, exercise or surrender of an
Award, or the sale of stock acquired upon the exercise of an Incentive Stock
Option, including any withholding required in order for the Company to obtain a
tax deduction otherwise available as a consequence of such grant, exercise,
surrender or sale. Such amounts may be deducted or withheld, at the Company's
discretion, from Award payments or from any other payments, including regular
compensation, to be made by the Company to the Participant. If Common Stock is
used to satisfy tax withholding, such Common Stock shall be valued based on Fair
Market Value on the date it is withheld.
14. Amendment, Modification, Suspension or Discontinuance of this
Plan. The Board at any time, and from time to time, may amend the Plan, subject
to the applicable requirements of the New York Stock Exchange. The Committee
may, at any time, amend the terms of any outstanding Award Agreement; provided,
however, that such amendment may not provide terms which are inconsistent with
the terms of the Plan; and further provided that no amendment of any outstanding
Award Agreement may adversely affect a Participant's rights under the Award
Agreement in the absence of the Participant's written consent.
The Board at any time may suspend or discontinue the Plan. The Plan,
unless sooner terminated, shall terminate on the fifth anniversary of its
adoption by the Board in 1993. Any such amendment, suspension or termination
shall not affect any Award previously granted. No Award may be granted under
the Plan while the Plan is suspended or after it is terminated.
15. Termination of Employment. In the event that a Participant
ceases to be an employee of the Company for any reason, including death, any
Awards then outstanding may be exercised or shall expire in accordance with the
terms of the
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applicable Award Agreement.
16. Nonassignability. No award under the Plan, and no rights or
interests therein, shall be assignable or transferable by a Participant except
by will or by the laws of descent and distribution. During a Participant's
lifetime, Awards under the Plan are exercisable only by the Participant, his
guardian or legal representative, and after the Participant's death Awards are
only exercisable by the person who acquired the right to exercise such Award by
bequest or inheritance, and only in accordance with the terms of such Award as
determined by the Committee at the time of grant. Notwithstanding the foregoing
provisions of this Section 16, the Committee may permit Awards under the Plan to
be transferred by a Participant for no consideration to or for the benefit of
the Participant's Immediate Family (including, without limitation, to a trust
for the benefit of a Participant's Immediate Family or to a partnership for
members of a Participant's Immediate Family), subject to such limits as the
Committee may establish, and the transferee shall remain subject to all the
terms and conditions applicable to such Award prior to such transfer. In the
discretion of the Committee, the foregoing right to transfer Awards shall also
apply to the right to transfer ancillary rights associated with an Award.
However, in no event shall an Incentive Stock Option be transferable to the
extent that such transferability would violate the requirements applicable to
such option under Code section 422. Transfer to a Participant's Immediate
Family may be permitted by the Committee with respect to Awards granted on or
after November 1, 1996; provided that on and after that date, the Committee may,
in its discretion, also amend previously granted outstanding Award Agreements to
permit such transferability.
17. Adjustment. In the event of any change in the outstanding Common
Stock of the Company by reason of any stock split, stock dividend, combination
or reclassification of shares, recapitalization, merger, or other corporate
transaction, including but not limited to the payment of a dividend or the
making of a distribution to shareholders of the Company in property or in cash
in an amount in excess of the Company's normal dividend or distribution policy
in effect at the time, the Committee shall, where applicable, equitably adjust
the number of shares of stock reserved under the Plan and the exercise or
purchase price and the number or class of shares covered by outstanding Awards
denominated in stock or units of stock to preserve the benefit of such Awards
for the Company and the Participant.
Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger or consolidation of
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<PAGE>
the Company with one or more other corporations in which the Company is not the
surviving corporation, or of the transfer of substantially all of the assets or
shares of the Company to another corporation (any such transaction being
referred to herein as a "Terminating Event"), the Plan and any Award granted
hereunder shall terminate unless provision is made in writing in connection with
such Terminating Event for the continuance of the Plan and for the assumption of
Awards theretofore granted hereunder, or the substitution for such Awards of new
awards issued by the successor corporation, or a parent or subsidiary thereof,
with such appropriate adjustments as may be determined or approved by the
Committee or its successor, in which event the Plan and the Awards theretofore
granted or substituted therefor, shall continue in the manner and under the
terms so provided. Upon the occurrence of a Terminating Event in which provision
is not made for the continuance of the Plan and for the assumption of Awards
theretofore granted or the substitution for such Awards of new awards issued by
the successor corporation, each Participant to whom an Award has been granted
under the Plan shall be entitled to receive payment, as applicable, or to
exercise, in whole or in part, such Participant's rights under any Award granted
without regard to any restrictions on exercise that would otherwise apply, and
any restrictions on outstanding Stock Awards shall lapse, in each case effective
as of the effective date of the Terminating Event. In the event a Participant
shall not, prior to the effective date of a Terminating Event fully exercise a
stock appreciation right granted under the Plan, such stock appreciation right
to the extent not previously exercised, shall be deemed exercised by the
Participant as of the effective date of the Terminating Event. In the event a
Participant shall not, prior to the effective date of a Terminating Event fully
exercise an option granted under the Plan, such option, to the extent not
previously exercised, shall be deemed surrendered by the Participant as of the
effective date of the Terminating Event and such Participant shall receive in
exchange therefor a cash payment equal to the difference, if a positive amount,
between the Fair Market Value as of the effective date of the Terminating Event
of the shares of stock then subject to the option minus the aggregate option
price therefor. To the extent that a Participant, pursuant to this Section 17
has a right to exercise, surrender or receive payment under any Award, or
restrictions on any Stock Award lapse, solely on account of a Terminating Event,
such exercise, surrender, payment or lapse shall be contingent upon the
consummation of such Terminating Event.
Upon a "change in control" of the Company, as defined in rules or
regulations promulgated by the Committee from time to time or in Award
Agreements executed pursuant to this Plan, Participants shall, unless the
Committee otherwise determines at the time of grant, have the right,
notwithstanding any
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<PAGE>
restrictions that would otherwise apply, to exercise any stock option or stock
appreciation right, any restrictions on outstanding Stock Awards granted under
the Plan shall lapse, and Participants who have been granted Cash Awards under
the Plan shall immediately be entitled to receive full payment of such Awards.
In addition, Participants shall have the right to elect to receive a cash
payment equal to the Fair Market Value of any stock otherwise distributable in
connection with an Award under the Plan. To the extent a Participant has the
right to exercise or receive payment under an Award, or restrictions on a Stock
Award lapse, solely on account of a change in control, such right to exercise on
surrender or the lapse of such restrictions shall be contingent upon the
consummation of such change in control.
18. Employment and Stockholder Status. Neither the adoption of the
Plan nor the granting of any Award shall confer upon any Participant any right
to continue as an employee or director of the Company, nor shall it interfere in
any way with the right of the Company to terminate the employment of any of its
employees at any time. No Award shall create any rights in a Participant as a
stockholder of the Company until shares of Common Stock are registered in the
name of the Participant.
19. Governing Law. The Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by the Code, the
securities laws of the United States or other federal law, shall be governed by
the law of the State of California and construed accordingly.
20. Effective Date. The Plan shall become effective on the date in
1993 it is adopted by the Board subject to the approval of a majority of the
shares eligible to be voted at the next annual meeting of stockholders and
subject to any required regulatory approval. All Awards granted prior to
stockholder approval are subject to such approval and, notwithstanding any other
provision of the Plan, if such approval is not obtained, all such Awards as well
as dividends paid or payable with respect to such Awards shall be forfeited.
Except as otherwise set forth in this amended and restated Plan, the changes
reflected in the amended and restated plan shall be effective July 22, 1996,
provided that the changes to Supplement A and Exhibit I shall be effective
November 1, 1996.
21. Dispute Resolution. All disputes arising as to the
interpretation or application of the Plan shall be decided by the Committee.
The Committee shall provide the Participant with a written determination within
60 days of its decision with respect to such dispute.
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<PAGE>
SUPPLEMENT A
ELIGIBLE DIRECTORS AUTOMATIC OPTION GRANT
A-1. General. The grant of a Stock Option under this Supplement A
entitles the Participant to purchase shares of Common Stock at a price fixed at
the time the Stock Option is granted. A Stock Option granted under this
Supplement A is not intended to satisfy the requirements applicable to an
"incentive stock option" as described in Section 422(b) of the Code.
A-2. Participation. As of August 23, 1994 and as of the first
business day after each annual meeting of the Company's shareholders thereafter,
each member of the Board who is then an Eligible Director shall be granted a
"Stock Option", which shall be an option to purchase 5,000 shares of Common
Stock (as adjusted pursuant to Section 17.)
A-3. Price. The determination and payment of the purchase price of a
share of Common Stock under each Stock Option granted pursuant to this
Supplement A shall be subject to the following:
(a) The purchase price shall be the greater of (i) 100% of the Fair
Market Value of a share of Common Stock as of the date on which such
Stock Option is granted, or (ii) the par value of a share of such
Common Stock on such date. For purposes of this Supplement A, in
determining the Fair Market Value of a share of Common Stock, the
phrase "unless determined otherwise by the Committee in good faith"
appearing in Section 3(h) of the Plan shall be disregarded. The
purchase price shall be subject to the adjustment described in Section
17 of the Plan relating to Extraordinary Dividends.
(b) The full purchase price of each share of Common Stock purchased
upon the exercise of any Stock Option shall be paid at the time of
such exercise and, as soon as practicable thereafter, a certificate
representing the shares so purchased shall be delivered to the person
entitled thereto.
(c) The purchase price shall be payable in cash or in shares of Common
Stock (valued at Fair Market Value as of the day of exercise), or in
any combination thereof.
A-4. Exercise. A Stock Option granted under this Supplement A as of
any date shall first be exercisable on the date of the first annual meeting of
the Company's shareholders that occurs after the date as of which the Stock
Option is granted, but only if the Participant continues to serve as a member of
the Board
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<PAGE>
from the date of grant until such annual meeting (or becomes employed by the
Company, and remains employed or a director until such annual meeting.) However,
upon approval of this 1996 amendment and restatement of the Plan by the
Company's stockholders, and notwithstanding the foregoing provisions of this
Supplement A, if the Participant's Date of Termination occurs on account of the
Participant's death, the Stock Options shall be deemed to have become
exercisable as of the date immediately prior to the date of death; provided that
the revision set forth in this sentence shall apply to Stock Options granted
under this Supplement A which were outstanding on or at any time after November
27, 1995 (regardless of whether such Stock Options were previously granted or
are granted in the future). A Stock Option granted under this Supplement A will
not be exercisable after the Expiration Date applicable to that Stock Option,
and all rights to purchase shares of Common Stock pursuant to the Stock Option
shall cease as of the Stock Option's Expiration Date.
A-5. Expiration Date. The "Expiration Date" with respect to a Stock
Option granted under this Supplement A means the earliest to occur of:
(a) the ten-year anniversary of the date on which the Stock Option is
granted;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, the thirty-six-month anniversary of such Date of Termination;
(c) if the Participant's Date of Termination occurs by reason of
death, the twelve-month anniversary of such Date of Termination; and
(d) if the Participant's Date of Termination occurs for reason other
than Retirement or death, the three-month anniversary of such Date of
Termination.
A Participant shall not be permitted to exercise a Stock Option granted under
this Supplement A after the Participant's Date of Termination except to the
extent that the Stock Option is exercisable immediately prior to such Date of
Termination. For purposes of this Supplement A: (a) a Participant's "Date of
Termination" shall be the date the Participant ceases to be a member of the
Board, or, if the Participant becomes employed by the Company, the date the
Participant both ceases to be so employed and ceases to be a director; and (b) a
Participant's Date of Termination shall be deemed to be by reason of
"Retirement" if such Date of Termination occurs on or after the date on which
the Participant has attained age 65. However, upon
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<PAGE>
approval of this 1996 amendment and restatement of the Plan by the Company's
stockholders, clause (b) of the preceding sentence shall be revised to read: "a
Participant's Date of Termination shall be deemed to be by reason of
"Retirement" if such Date of Termination occurs after five (5) years of Board
Service as an Eligible Director"; provided that the revision set forth in this
sentence shall apply to Stock Options granted under this Supplement A which were
outstanding on or at any time after November 27, 1995 (regardless of whether
such Stock Options were previously granted or are granted in the future).
A-6. Agreement With Company. Each Stock Option granted under this
Supplement A shall be evidenced by an Agreement (an "Agreement") duly executed
on behalf of the Company and by the Participant to whom such option is granted
and dated as of the applicable date of grant. Each Agreement shall be
substantially in the form attached hereto as Exhibit I.
A-7. Limitation on Amendment. Notwithstanding the provisions of
Section 14 of the Plan, in no event shall the provisions of the Plan relating to
Awards under this Supplement A be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder; provided, however, that the limitation
set forth in this Section A-7 shall be applied only to the extent required under
SEC Rule 16b-3(c)(2)(ii)(B), or any successor provision thereto.
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<PAGE>
EXHIBIT I
ELIGIBLE DIRECTORS
STOCK OPTION AGREEMENT
1. Grant of Option. Glendale Federal Bank, Federal Savings Bank (the
"Company"), which term shall also include any direct or indirect subsidiary of
the Company hereby grants as of ___________ (the "Grant Date") to the person
whose name appears below (the "Participant" an option (the "Option") to purchase
5,000 shares of the common stock, par value $1.00 per share, of the Company (the
"Shares") at a purchase price of $___ per Share, which Option shall be
exercisable as set forth in and subject to the terms and conditions of this
Stock Option Agreement (the "Agreement") and the Company's Amended and Restated
1993 Stock Option and Long-Term Performance Incentive Plan (the "Plan"). The
Option granted herein is intended to be a nonqualified stock option.
Name of Participant:
____________________________________________________________________
2. Vesting. The Option shall first become exercisable on the date of
the first annual meeting of the Company's stockholders that occurs after the
Grant Date, but only if the Participant continues to serve as a member of the
Board from the Grant Date until such annual meeting (or becomes employed by the
Company and remains employed or a director until such annual meeting).
Notwithstanding the foregoing provisions of this Section 2, if the Participant's
Date of Termination occurs on account of the Participant's death, the Stock
Options shall be deemed to have become exercisable as of the date immediately
prior to the date of death.
3. Exercise of Option.
(a) Subject to the terms and conditions set forth in this Agreement,
the Option may be exercised by the Participant by giving written
notice of exercise to the Secretary of the Company, specifying the
number of Shares to be purchased and the purchase price to be paid
therefor. Such notice shall be accompanied by payment of the
required purchased price for the Shares to be purchased and such
exercise shall be effective upon receipt by the Company of the
written notice together with such payment. The purchase price may
be paid (i) in immediately available funds, (ii) by certified
check payable to the order of the Company, (iii) by tender of
stock certificates, duly endorsed,
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accompanied by appropriate stock powers separate from the
certificates presented or otherwise in proper form for transfer to
the Company, representing Shares having a Fair Market Value (as
determined in accordance with the terms of the Plan) at least
equal to the relevant purchase price, (iv) by any combination of
the foregoing, or (v) with any other form of consideration
(including payment with a cashless exercise program under which,
if so instructed by the Participant, Shares may be issued directly
to the Participant's broker or dealer upon receipt of the purchase
price in cash from the broker or dealer), if such form of
consideration shall have been approved by the Committee (as
defined in the Plan).
(b) If upon any exercise of the Option any federal, state or local tax
withholding is required under applicable law, the Participant
shall make satisfactory withholding arrangements with the Company,
which may include any method described in (a) above.
4. Expiration Date. The "Expiration Date" of the Option shall be the
earliest to occur of:
(a) the ten-year anniversary of the Grant Date;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, the thirty-six-month anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of
death, the twelve-month anniversary of such Date of Termination;
and
(d) if the Participant's Date of Termination occurs for a reason other
than Retirement or death, the three-month anniversary of such Date
of Termination.
For purposes of this Agreement:
(A) A Participant's "Date of Termination" shall be the date the
Participant ceases to be a member of the Board, or, if the
Participant becomes employed by the Company, the date the
Participant both ceases to be so employed and ceases to be a
director.
(B) A Participant's Date of Termination shall be deemed to be by
reason of "Retirement" if such Date of Termination occurs after
five (5) years of Board Service as an Eligible Director.
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5. Delivery of Shares. The Company shall, upon payment of the full
purchase price for the number of Shares to be purchased, promptly deliver a
certificate or certificates evidencing such Shares to the Participant; provided,
that if any law or regulation requires the Company to take any action with
respect to such issuance of Shares, then the date of such issuance and of
delivery of such certificate or certificates shall be extended for the period
necessary to complete such action. No Shares shall be issued and delivered upon
exercise of the Option unless and until, in the opinion of counsel for the
Company, any applicable registration, qualification or other securities law
requirements, any applicable listing requirements of any national securities
exchange on which stock of the same class is then listed, and any other
requirements of law or of any regulatory authority having jurisdiction over such
issuance and delivery, shall have been complied with. The Company shall use
commercially reasonable efforts to take all required action to achieve such
compliance as promptly as practicable.
6. Nontransferability of Option. Except as provided in the following
sentence, the Option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) nor shall any such rights be subject to execution,
attachment or similar process. In the event of the death of a Participant, if
the Option had become exercisable prior to the date of death, the Option may be
exercised within a period of up to twelve months after the date of death by the
person to whom the Option shall be transferred by will or the laws of descent
and distribution, provided, that the Option may not in any event be exercised
after the Expiration Date. The Option shall be exercisable, during the lifetime
of the Participant, only by the Participant. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the Option or of any such
rights contrary to the provisions hereof, or upon the levy of any attachment or
similar process upon the Option or such rights, the Option and such rights
shall, at the election of the Company, become null and void. Neither the
Participant nor his executors, administrators, heirs or legatees shall be or
have any rights or privileges of a stockholder with respect to any Shares
issuable upon exercise of the Option granted hereunder unless and until
certificates representing such Shares shall have been duly issued and delivered.
7. No Special Rights. Nothing contained in this Agreement shall
confer upon the Participant any right to continued service as a director of the
Company or interfere in any way with the right of the Company or its
stockholders to remove Participant from the Board in accordance with applicable
law and the Bylaws
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<PAGE>
of the Company. In the event the Participant shall become employed by the
Company, nothing contained in this Agreement shall confer upon the Participant
any right to continued employment or interfere in any way with the right of the
Company to terminate the employment of the Participant at any time.
8. Adjustments Upon Changes in Stock. The number and type of Shares
covered by the Option, and the exercise price and permitted time of exercise
thereof, are subject to adjustment in accordance with the provisions of
paragraph 17 of the Plan or any successor provision thereof in the event of any
change in the outstanding Common Stock of the Company or the occurrence of any
Terminating Event or the payment of any Extraordinary Dividend as referred to
therein. Any such adjustments shall be final, binding and conclusive upon the
Participant and any other party purporting to have any interest in or right with
respect to the Option. In no event shall the purchase price for a Share be
adjusted below the par value thereof, nor shall any fractions of a Share be
issued upon exercise of the Option.
9. Effect of Change in Control. Upon the occurrence of a Change in
Control with respect to the Company, the Option shall immediately become
exercisable in full notwithstanding the provisions of paragraph 2 hereof and
shall continue to be so exercisable for the remaining term of the Option. For
the purposes hereof, a "Change in Control" shall be deemed to have occurred if:
(i) any "Person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act and the regulations of the SEC thereunder, each as in effect on the
effective date of the Plan, and including any such persons that may be deemed to
be acting in concert with respect to the Company or the acquisition, ownership
or voting of Company securities) becomes, directly or indirectly, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act and the
regulations of the SEC thereunder, each as in effect on the effective date of
the Plan), of outstanding securities of the Company representing 20% or more of
the combined voting power of the Company's outstanding securities; (ii) at any
time during the three-year period after the date hereof, the composition of the
board of directors of the Company is changed such that persons who were
directors of the Company at the beginning of such three-year period, or persons
nominated or elected by a majority of such persons, do not continue to comprise
a majority of the members of such board of directors of the Company; (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with, or a reorganization transaction involving the Company and, any other
entity, other than a merger, consolidation or reorganization which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into
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<PAGE>
voting securities of the surviving entity) at least 50% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of more than
50% of its consolidated assets; or (v) any other event, transaction or series of
events or transactions occurs as a result of which any person may be deemed to
"acquire control" of the Company (as such terms are defined in the regulations
of the Office of Thrift Supervision set forth at 12 C.F.R. Part 574 as in effect
on the effective date of the Plan).
10. Other Employee Benefits. In the event Participant becomes
employed by the Company, the amount of any compensation received by a
Participant as a result of the exercise of this Option shall not constitute
"earnings" with respect to which any other employee benefits of the Participant
are determined, including, without limitation, benefits under any qualified or
nonqualified savings, pension or life insurance plan, except to such extent, if
any, as may specifically be provided in any particular plan or agreement
relating to any such benefits.
11. Notice. Any notice required to be given under the terms of this
Option shall be properly addressed if addressed to the Secretary of the Company
at the principal executive office of the Company or to the Participant at the
address indicated below, or at such other address as either party to this
Agreement may hereafter designate in writing to the other.
GLENDALE FEDERAL BANK,
FEDERAL SAVINGS BANK
By:
------------------------------------
[Name]
[Title]
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<PAGE>
The Option set forth above
is hereby accepted and the
terms and provisions thereof
agreed to by the undersigned.
- ---------------------
(Participant's Name)
Address:
-------------
----------
20
<PAGE>
RESOLUTION OF THE BOARD OF DIRECTORS OF GOLDEN STATE BANCORP, INC.
ON DECEMBER 15, 1997 AMENDING
THE AMENDED AND RESTATED STOCK OPTION AND
LONG-TERM PERFORMANCE INCENTIVE PLAN
RESOLVED, that the third sentence of Section 16 of the Amended and Restated
Stock Option and Long-Term Performance Incentive Plan is hereby amended to read
as follows:
"Notwithstanding the foregoing provisions of this Section 16, the Committee
may permit Awards under the Plan to be transferred by a Participant for no
consideration to or for the benefit of the Participant's Immediate Family
(including, without limitation, to a trust for the benefit of one or more
members of the Participant's Immediate Family or to a partnership or
limited liability corporation organized for the benefit of one or more
members of a Participant's Immediate Family) subject to such limits as the
Committee may establish, and the transferee shall remain subject to all the
terms and conditions applicable to such Award prior to such transfer."
<PAGE>
EXHIBIT 5.1
April 3, 1998
Golden State Bancorp Inc.
414 North Central Avenue
Glendale, CA 91203
Re: Common Stock $1.00 Par Value
Dear Ladies and Gentlemen:
I am the Secretary of, and have acted as corporate counsel to, Golden State
Bancorp Inc. (the "Company") in connection with the proposed issuance of shares
of the Company's common stock, $1.00 par value per share (the "Common Stock"),
pursuant to the exercise of transferrable options issued by the Company to
participants in the Golden State Bancorp Inc. Amended and Restated Stock Option
and Long-Term Performance Incentive Plan (the "Plan") and transferred by those
participants. I have also participated in the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement for the Common Stock. In this connection, I have
examined such corporate and other records, instruments, certificates and
documents as I considered necessary to enable me to express this opinion.
Based on the foregoing, it is my opinion that the Common Stock to be issued
is duly authorized for issuance and, upon issuance pursuant to the exercise of
options granted under the Plan by the transferees thereof, will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
Shares" in the Registration Statement.
I am admitted to practice law in the State of California and I express no
opinions as to matters under or involving any laws other than the laws of the
State of California, the federal laws of the United States of America, and the
General Corporation Law of the State of Delaware.
Very truly yours,
/s/ James R. Eller, Jr.
-----------------------
James R. Eller, Jr.
Corporate Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Glendale Federal Bank, FSB:
We consent to the incorporation by reference in this Registration Statement
on Form S-3 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, and to the reference to our firm under
the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Los Angeles, California
April 2, 1998
