<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 28, 1999
GOLDEN STATE BANCORP INC.
(Exact name of registrant as specified in its charter)
Delaware 333-28037 95-4642135
(State of Incorporation) (Commission File (IRS Employer
Number) Identification Number)
135 Main Street
San Francisco, CA 94105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 904-1100
<PAGE>
Item 5. Other Events.
On January 28, 1999, the management of Golden State Bancorp Inc. (the
"Company") will make a presentation at the Salomon Smith Barney Financial
Services Conference in New York, New York based on written materials to be
distributed regarding the past accomplishments of the Company, including its
indirect subsidiary, California Federal Bank, A Federal Savings Bank, and the
Company's plans and objectives. A copy of the written materials to be
distributed at the conference is attached as Exhibit 99.1 and hereby
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibit is filed as part of this report:
99.1 Analyst Presentation Materials distributed and dated January 28, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
Dated: January 28, 1998
GOLDEN STATE BANCORP INC.
By: /s/ Vanessa L. Washington
------------------------------
Name: Vanessa L. Washington
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Analyst Presentation Materials distributed and dated
January 28, 1999
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
SALOMON SMITH BARNEY
FINANCIAL SERVICES CONFERENCE
NEW YORK
JANUARY 28, 1999
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
FORWARD-LOOKING STATEMENT
A number of statements we will be making in our presentation and in the
accompanying slides will not be based on historical fact, but will be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties, such as statements of the company's plans, objectives,
expectations, estimates and intentions, that are subject to change based on
various important factors (some of which are beyond the company's control). The
following factors, among others, could cause the company's financial performance
to differ materially from the plans, objectives, expectations, estimates and
intentions expressed in any forward-looking statement made herein or by
management of the company: the strength of the U.S. economy in general and the
strength of the local economies in which the company conducts operations; the
effects of and changes in trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System; inflation, interest rate, market and monetary fluctuations; the
timely development of and acceptance of new products and services of the company
and the perceived overall value of these products and services by users,
including the features, pricing and quality compared to competitors' products
and services; the willingness of users to substitute the competitors' products
and services for the company's products and services; the success of the company
in gaining regulatory approval of its products and services when required; the
impact of changes in financial services laws and regulations (including laws
concerning taxes, banking, securities and insurance); technological changes;
acquisitions; the progress of integrating Glendale Federal Bank; changes in
consumer spending and saving habits; and the success of the company at managing
the risks involved in the foregoing.
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
OVERVIEW
Golden State Bancorp is the Holding Company for California Federal Bank - the
Nation's Second Largest Thrift Institution, California's Fourth Largest Banking
Company and the Second Largest Depository Institution Headquartered in
California.
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
OVERVIEW - PROFILE
o Assets $55 Billion
o Deposits $25 Billion
o Market Capitalization $2.7 Billion
o Retail Distribution:
o Branches 368
o ATMs 534
o Banking Households Served 1.3 Million
o Mortgage Loans Serviced 1.0 Million
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
MARKETING POSITION PLATFORM
Cal Fed is a Relationship-oriented Community Bank that Helps a Wide Range of
Consumer and Business Customers with Their Financial Needs through Convenient
and Efficient Delivery Channels, Flexible Products and Exceptional Attention to
Customer Needs.
Our Goal is to be Recognized as California's Premier Community Bank.
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
PROVEN TRACK RECORD
Accomplishments:
o Sold Non-California Franchises
o Built First Class West Coast Franchise
o Built First Class Mortgage Originator/Servicer
o Controlled and Managed Operating Expenses
o Improved Credit Quality and Reserve Position
o Successful Consolidator/Integrator of Acquisitions
o Lowered Capital Costs through Opportunistic Debt Refinancing
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
FIRST CLASS WEST
COAST FRANCHISE
o 368 Branch Locations in the
Best Markets in California [GRAPHIC OF MAP]
and Nevada
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
BUILT FIRST CLASS MORTGAGE ORIGINATOR/SERVICER
o Built Mortgage Company into a Major Industry Competitor Through a
Combination of:
o Acquisitions of Attractive Servicing Portfolios
o Acquisitions of Other Thrifts
o Development of Significant Internal Origination Capabilities
o Installed Hedging Strategies to Protect Our Servicing Asset
o Today, the Mortgage Company is:
o Largest Single Site Servicing Operation: 1 Million Loans
o 8th Largest Servicing Portfolio in U.S.: $86 Billion of Unpaid
Principal Balance of Loans Serviced
o Top Twenty Mortgage Originator: $14 billion in 1998
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
INSTALLED HEDGING STRATEGIES TO PROTECT OUR SERVICING ASSET
o Explicit Hedging Instruments to Protect Servicing Assets at 42% Level
o FNMC's Loan Origination Capabilities
o Accelerated Amortization of Servicing Rights
o Successful Origination of Prepayment Penalty Mortgages
<PAGE>
GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
CURRENT MORTGAGE PRODUCTION
Q498 Annualized versus 1999 Budget
[BAR GRAPH OF Q498 ANNUALIZED VERSUS 1999 BUDGET]
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
MORTGAGE LOAN SERVICING PORTFOLIO
Top States by Loan Count (12-31-98)
New York 2.5%
Illinois 2.4%
Ohio 2.2%
Florida 10.7%
Arizona 2.1%
California 42.4%
Loan Count 956,900
Principal Balance $86,355,000,000
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
MORTGAGE PREPAYMENTS
Top Seven States by Percentage Paid in Full
-------------------------------------------
Average Total Annualized Percentage
State Loan Count Paid in Full
----- ---------- ------------
1 Utah 3,806 60%
2 Wisconsin 4,789 53%
3 Colorado 17,913 43%
4 West Virginia 1,035 40%
5 Michigan 12,104 40%
6 Washington 11,893 38%
7 Idaho 2,203 37%
Top Seven States by Loan Count
Average Total Annualized Percentage
State Loan Count Paid in Full
----- ---------- ------------
13 Illinois 23,597 34%
15 Arizona 20,136 32%
23 Ohio 21,475 29%
36 California 410,362 25%
45 Florida 103,379 22%
47 New York 24,157 19%
49 Texas 107,528 18%
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
MORTGAGE SERVICING RIGHTS PROTECTION
Total Portfolio
[BAR GRAPH OF TOTAL PORTFOLIO]
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
CONTROLLED AND MANAGED OPERATING EXPENSES
[LINE GRAPH OF EFFIENCY RATIO]
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
IMPROVED CREDIT QUALITY AND RESERVE POSITION
[LINE GRAPH OF NPA/ASSETS]
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
IMPROVED CREDIT QUALITY AND RESERVE POSITION
Reserves/NPLs
-------------
Golden State Bancorp 256.8%(1)
Washington Mutual 116.1%(2)
Golden West Financial 91.8%(2)
Charter One 133.8%(2)
Dime 113.9%(2)
Greenpoint 37.9%(2)
(1) As of December 31, 1998
(2) Source: Form 10-Q for the quarter ended September 30, 1998
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
SUCCESSFUL CONSOLIDATOR/INTEGRATOR OF ACQUISITIONS
o A Core Competency of the Company
o First to Achieve Branch Consolidations and Total Systems Integration among
Major California Mergers
o Position to Take Advantage of California Marketplace Dislocation has
Competitors Playing Catch-up
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
SUCCESSFUL CONSOLIDATOR/INTEGRATOR OF ACQUISITIONS
(Asset size in $ billions)
[LINE GRAPH]
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
SUCCESSFUL CONSOLIDATOR/INTEGRATOR OF ACQUISITIONS
GSB Merger Update:
o All Operating Systems Merged by November 16, 1998
o Y2K Preparedness on Schedule
o 56 Branches Consolidated on November 16, 1998 15 Additional Targeted for
Consolidation in 1999
o Staff Reduction - Headcount Reduced 33%
o Cost Saves of $160 Million - Expect Full Run-rate by June 30th - Ahead of
Original Projection
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
SUCCESSFUL CONSOLIDATOR/INTEGRATOR OF ACQUISITIONS
GSB Merger Update: (continued)
o Deposit Retention - Less Than 2% Run-off to Date
o Market Share Increased
o California - 6.4%: Fourth Largest Deposit Position
o Nevada - 7.7%: Third Largest Deposit Position (Includes WFC Purchase)
<PAGE>
GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
SUCCESSFUL CONSOLIDATOR/INTEGRATOR OF ACQUISITIONS
First to Achieve Cost Savings:
Estimated Time to
Recent California Mergers Complete Cost Savings
------------------------- ---------------------
Golden State Bancorp 1999 - 2nd Qtr.
Washington Mutual/Ahmanson 1999 - 4th Qtr.
BofA/Nations Bank 2001
Wells Fargo/Norwest 2001
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
LOWERED CAPITAL COSTS THROUGH OPPORTUNISTIC
DEBT REFINANCING
New Issues Sold Amount ($ in Mils)
- --------------- ------------------
Golden State Holdings Notes $2,000
======
Issues Refinanced
- -----------------
First Nationwide (Parent) Holdings Notes 455
First Nationwide Holdings Notes 915
California Federal Bank Preferred Stocks 473
---
$1,843
======
Annual Pre Tax Interest/Dividend on Issues Refinanced $ 208
Annual Pre Tax Interest on New Issues 141
------
Annual Pre Tax Savings $ 67
======
Annual After Tax Savings $ 61
======
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
FOUR YEARS AGO WE WERE:
o The 6th Largest Thrift in the U.S. at $14.7 Billion in Assets, 49
California Locations with $2.3 Billion of Deposits
o A Loose Conglomerate Operating in 8 States from Coast to Coast
o Providing Very Traditional Thrift Products
o A Modest Mortgage Banking Operation
o Operating With an Efficiency Ratio of 68.7%
o A Bank With Non-performing Assets in Excess of 2%
o A Privately Held Company
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
TODAY WE ARE:
o The 2nd Largest Thrift in the U.S. With Over $54 Billion in Assets
o The 2nd Largest Financial Services Company Headquartered in CA
o A Tightly Focused West Coast Franchise Building a More "Bank-like"
Organization
o A Community Bank Offering a Much Broader Array of Consumer and Business
Banking Products
o One of the Country's Top Ten Mortgage Servicers
o Operating With an Efficiency Ratio of 50.3%
o Operating With Non-performing Assets at 58 Basis Points
o A Public Company Totally Focused on Building Shareholder Value
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
AN ATTRACTIVE INVESTMENT OPPORTUNITY
o Cash Earnings Power of Merged Entity:
o Consensus for GSB 1999 Earnings:
o GAAP - $1.85
o Cash - $2.34
o A P/E Ratio That Compares Favorably to Peers *
P/E Ratio: GSB WM GDW COFI DME GPT
- ---------- --- -- --- ---- --- ---
GAAP 10.0 11.3 11.6 12.4 11.8 14.4
Cash 7.5 10.8 11.6 12.4 11.8 10.0
* As of January 15, 1999
Source: First Call Consensus Estimates
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
STRATEGIC OBJECTIVES
Key Strategies:
o Continue Transition to a More "Bank-like" Organization
o Expand Business Lines, Marketing Programs and Delivery Channels
o Build Sustained and More Diverse Core Earnings Stream
o Effectively Manage Capital
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
OPPORTUNITIES
o Dislocation of California Marketplace
o Our Vastly Expanded Market Coverage
o Senior Management Team Additions
o Market Position Open as California's Community Bank
o Strong California and Nevada Economies
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
STRATEGIC OBJECTIVES
Our Business Model Through 2001:
o Increase Profitable Customer Relationships from 2.38 to 3.0 per Household
by 2001
o Transition the Non-single Family Loan Portfolio to Comprise 30% or More of
Total Loans and MBS Portfolio by 2001
o Increase DDA and Total Transaction Accounts to 25% and 50%, Respectively,
of Deposits by 2001
o Continue to Improve Efficiency Ratio and Achieve 45% or Lower by 2001
o Maintain Loan Servicing Platform at 900,000 to 1.1 Million Loans
o Maintain Ratio of Non-performing Assets to Total Assets Below Industry
Average
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
INCREASE PROFITABLE CUSTOMER RELATIONSHIPS
o Deliver a Consistent Needs-based Sales Training Program
o Manage Incentive Behaviors to Focus on Profitable Household Cross-sell
o Enhanced Service Quality Programs Implemented to Improve Customer
Experiences for Retention
o Branches Reconfigured to be More Like Retail Stores
o Data Mining/Direct Marketing Programs Implemented to Cross-sell Existing
1.3 Million Households
o All Delivery Channels Used to Fulfill Sales
o Develop Cross-sell Programs between FNMC and Cal Fed
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
TRANSITION NON-SINGLE FAMILY LOAN PORTFOLIO
Build Consumer and Business Banking Business:
o Convert Consumer Lending into a Primary Product Offered by Branches and
Direct Banking
o Leverage Branch Locations for Consumer and Small Business Growth
o Become a More Significant Competitor in Small Business and Middle Market
Banking
o Grow Existing SBA Portfolio
o Establish 4 to 6 Middle Market Units in Key Geographic Locations
<PAGE>
GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
TRANSITION NON-SINGLE FAMILY LOAN PORTFOLIO
12-31-98 2001 Goal
-------- ---------
1% 7%
2% 7%
6% 6%
10% 10%
81% 70%
[ ] Residential
[ ] Multi-Family
[ ] Commercial Real Estate
[ ] Consumer
[ ] Business
<PAGE>
GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
INCREASE DDA AND TRANSACTION ACCOUNTS
($ in millions)
<TABLE>
<CAPTION>
Transaction Accounts GSB(1) WM(1) GDW(2) COFI(2) DME(2) GPT(2)
- -------------------- --- -- --- ---- --- ---
<S> <C> <C> <C> <C> <C> <C>
Checking $4,867 $13,461 $ 87 $1,433 $1,715 $475
Savings & MM $6,627 28,286 7,834 2,877 4,542 3,838
Total Transaction $11,494 $41,747 $7,921 $4,310 $6,257 $4,313
Checking/Deposits 19.8% 15.7% 0.3% 13.2% 12.7% 4.4%
Transaction Accounts/Deposits 46.7% 48.8% 31.1% 39.7% 46.2% 39.7%
</TABLE>
(Most Recently Available Data)
(1) Source: Earnings Release for the quarter ended December 31, 1998
(2) Source: Form 10-Q for the quarter ended September 30, 1998
<PAGE>
GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
INCREASE DDA AND TRANSACTION ACCOUNTS
o Focus on Households
o Transaction Accounts are the Primary Deposit Relationship
o Growing Small and Middle Market Business
o Change Incentive Programs to Increase Transaction Accounts
12-31-98 2001 Goal
-------- ---------
DDA 19% DDA 25%
CDS 54% CDS 50%
SAVINGS & MM 27% SAVINGS & MM 25%
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GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
EFFECTIVELY MANAGE CAPITAL
o Build Tangible Book Value
o Retention of Earnings
o Protection of Goodwill Litigation Recovery
o Utilization of Tax Benefits
o Other Initiatives, when Attractive
o Acquisitions that Grow Business Lines or Franchise
o Stock Buyback Plan to be Implemented when Attractive
<PAGE>
GOLDEN STATE BANCORP INC. [CAL FED LOGO]
CALIFORNIA FEDERAL BANK
CONCLUSION
Why Own Golden State Bancorp Stock?:
o A Major Financial Institution with a Significant Presence in California and
Nevada
o A Successful Consolidator and Integrator with a Proven Track Record Against
a Stated Strategy
o A Strategy and the Resources to Build a More "Bank-like" Organization with
a Goal to Grow Earnings and Capital
o Compelling Investment in Relation to Other Financial Institutions...
