As filed with the Securities and Exchange Commission on May 18, 2000.
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
(State or other jurisdiction of
incorporation or organization)
95-4642135
(I.R.S. Employer Identification No.)
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
(415) 904-1100
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
VANESSA L. WASHINGTON, ESQ.
GOLDEN STATE BANCORP INC.
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
(415) 904-1100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
CHRISTIE S. FLANAGAN, ESQ.
GOLDEN STATE BANCORP INC.
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: AT SUCH TIME OR TIMES AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT AS THE SELLING STOCKHOLDER SHALL DETERMINE.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, 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, please check the
following box and list the Securities Act registration statement number of
the 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. |_|
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 COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(1) FEE
==============================================================================================================
<S> <C> <C> <C> <C>
Common stock, $1.00 par value 3,906,323 $16.16 $63,126,179.68 $16,665.31
==============================================================================================================
(1) Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of
the high and low prices reported on May 11, 2000 as reported on
the consolidated tape for New York Stock Exchange listed
companies.
</TABLE>
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 18, 2000
PROSPECTUS
GOLDEN STATE BANCORP INC.
3,906,323 Shares
Common Stock
-------
This prospectus is part of a registration statement that covers
3,906,323 shares of our common stock. These shares may be offered and sold
from time to time by the stockholder named in the prospectus (the "selling
stockholder"). We will not receive any of the proceeds from the sale of the
common stock. We will bear the costs relating to the registration of the
common stock, which we estimate to be $92,000.
Our common stock is traded on the New York Stock Exchange and the
Pacific Exchange under the symbol GSB. The average of the high and low
prices of the common stock as reported on the consolidated tape for New
York Stock Exchange listed companies on May 11, 2000 was $16.16 per
share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
ON PAGE 5.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
--------------------------
The shares of common stock offered hereby are not savings
accounts, deposits or other obligations of any savings bank or non-bank
subsidiary of ours and are not insured by the Savings Association Insurance
Fund or the Bank Insurance Fund of the Federal Deposit Insurance
Corporation or any other government agency.
The date of this prospectus is ____ __, 2000.
TABLE OF CONTENTS
THE COMPANY................................................................3
RISK FACTORS...............................................................4
USE OF PROCEEDS...........................................................11
DESCRIPTION OF COMMON STOCK...............................................12
SELLING STOCKHOLDER ......................................................12
PLAN OF DISTRIBUTION......................................................12
LEGAL MATTERS.............................................................15
EXPERTS...................................................................15
WHERE YOU CAN FIND MORE INFORMATION.......................................15
You should rely only on the information contained or incorporated
by reference in this prospectus and in any accompanying prospectus
supplement. No one has been authorized to provide you with different
information.
The shares of common stock are not being offered in any
jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front of the documents.
THE COMPANY
Golden State Bancorp Inc. is a holding company whose only
significant asset is all of the common stock of Golden State Holdings Inc.,
formerly First Nationwide Holdings Inc., which owns all of the common stock
of California Federal Bank, a federal savings bank.
Golden State Bancorp, through California Federal Bank and its
subsidiaries, provides diversified financial services to consumers and
small businesses in California and Nevada. Golden State Bancorp's principal
businesses consist of:
o operating retail branches that provide deposit products
such as demand, transaction and savings accounts, and
investment products such as mutual funds, annuities and
insurance;
o engaging in mortgage banking activities, including
originating and purchasing 1-4 unit residential loans for
sale to various investors in the secondary market or for
retention in its own portfolio, and servicing loans for
itself and others; and
o to a lesser extent, originating and/or purchasing
commercial real estate, commercial and consumer loans for
investment.
These operating activities are financed principally with customer
deposits, secured short-term and long-term borrowings, including Federal
Home Loan Bank advances, collections on loans, asset sales and retained
earnings.
California Federal Bank is chartered as a federal stock savings
bank under the Home Owners' Loan Act of 1933. It is regulated by the Office
of Thrift Supervision and the Federal Deposit Insurance Corporation, which
insures the deposit accounts of California Federal Bank up to applicable
limits through the Savings Association Insurance Fund. California Federal
Bank is also a member of the Federal Home Loan Bank System. California
Federal Bank has three principal subsidiaries:
o First Nationwide Mortgage Corporation, its mortgage
banking subsidiary;
o Auto One Acceptance Corporation, which primarily engages
in indirect sub-prime and prime auto financing
activities; and
o Cal Fed Investments, which offers securities and
insurance products to both existing and prospective
customers of California Federal Bank.
Cal Fed Investments is subject to the guidelines established by
the Office of Thrift Supervision for broker-dealer subsidiaries of savings
associations, and is a member of the National Association of Securities
Dealers. In addition, Cal Fed Investments is registered as a broker-dealer
with the Securities and Exchange Commission and the Securities Investor
Protection Insurance Corporation. Cal Fed Investments receives commission
revenue for acting as a broker-dealer on behalf of its customers, but does
not maintain customer accounts or take possession of customer securities.
Golden State Bancorp's revenues are derived from:
o interest earned on loans and interest received on
government and agency securities and mortgage-backed
securities;
o gains on sales of loans and other investments, fees
received in connection with loan servicing and securities
brokerage; and
o other customer service transactions.
Expenses primarily consist of interest on customer deposit
accounts, interest on short-term and long-term borrowings, compensation and
benefits, data processing, occupancy and equipment, communications, deposit
insurance assessments, advertising and marketing, professional fees and
other general administrative expenses.
As of December 31, 1999, Golden State Bancorp had total assets of
$57.0 billion, deposits of $23.0 billion and operated 349 retail branch
offices in California and Nevada. Our executive offices are located at 135
Main Street, San Francisco, California 94105 and the telephone number is
(415) 904-1100.
RISK FACTORS
CONCENTRATION OF BUSINESS IN CALIFORNIA; EFFECT ON ASSET QUALITY
California Federal Bank's loan portfolio is concentrated in
California. As a result, the financial condition of California Federal Bank
will be subject to general economic conditions in California and, in
particular, to conditions in the California real estate market. As of
December 31, 1999, California Federal Bank had 81% of its loan portfolio
secured by real estate located in California. California Federal Bank may
find it difficult to originate a sufficient volume of high-quality real
estate loans or maintain its asset quality, either of which could
negatively impact future performance. In addition, any downturn in the
economy generally, and in California in particular, could further reduce
real estate values and the volume of loans originated. Real estate values
in California could also be affected by earthquakes or other catastrophic
events.
SUB-PRIME LENDING
Through its subsidiary, Auto One Acceptance Corporation,
California Federal Bank is engaged indirectly in sub-prime and prime auto
financing activities. At December 31, 1999, California Federal Bank's
sub-prime auto loan portfolio totaled $698 million, or 2% of California
Federal Bank's total loan portfolio. On February 29, 2000, Auto One
Acceptance Corporation acquired Downey Auto Finance Corporation, which had
a prime auto loan portfolio of approximately $370 million. A loan may be
considered sub-prime primarily for one, or both, of two reasons: borrower
credit and collateral considerations. Sub-prime borrowers are likely to be
relatively weak credits who may be unable to repay their loans. A borrower
may be considered a sub-prime credit due to limited income, tarnished
credit history (for example, prior bankruptcy or history of delinquent
payments on other types of installment credit) or lack of credit history
(for example, a relatively young individual who has not yet developed a
credit history profile). Sub-prime loans may also have less valuable
collateral. Collateral considerations in the sub-prime market primarily
result from the financing, in many cases, of used vehicles. Although
depreciation also affects new automobiles, the market value of an
automobile which is several years old may be more difficult to ascertain
than for a new vehicle, since such value will depend on mileage and general
condition, which may vary substantially for different vehicles of a similar
model year. As a result of these factors, the performance of a sub-prime
portfolio may be more susceptible to performance deterioration than a prime
portfolio, since the borrowers, being more marginal credits, are likely to
be disproportionately affected by economic downturns, and since the
collateral, often consisting of older, used vehicles, may be more difficult
to value correctly.
INTEREST RATE RISK
It is expected that California Federal Bank will continue to
realize income primarily from the differential or "spread" between the
interest earned on loans, securities and other interest-earning assets, and
interest paid on deposits, borrowings and other interest-bearing
liabilities. Net interest spreads are affected by the difference between
the maturities and repricing characteristics of interest-earning assets and
interest-bearing liabilities, and at California Federal Bank have tended to
narrow in a rising interest rate environment. In addition, loan volume and
yields are affected by market interest rates on loans, and rising interest
rates generally are associated with a lower volume of loan originations. It
is expected that a substantial majority of California Federal Bank's assets
will continue to be indexed to changes in market interest rates and a
substantial majority of its liabilities will continue to be short term.
Although California Federal Bank's management believes that this fact
should mitigate the negative effect of a decline in yield on its assets,
there can be no assurance that California Federal Bank's interest rate risk
will be minimized or eliminated. Golden State Bancorp also maintains a
significant portfolio of mortgage- backed securities which tend to
fluctuate in value in rapidly changing interest rate environments. At
December 31, 1999, California Federal Bank had $32.1 billion in assets
indexed to changes in market rates and $37.2 billion in liabilities
maturing or repricing within one year. The lag in implementing repricing
terms on California Federal Bank's adjustable rate assets may result in a
decline in net interest income in a rising rate environment. In addition,
an increase in the general level of interest rates may adversely affect the
ability of certain borrowers to pay the interest on and principal of their
obligations. Accordingly, changes in levels of market interest rates could
materially adversely affect California Federal Bank's net interest spread,
asset quality, loan origination volume and overall results of operations.
MORTGAGE SERVICING RIGHTS
At December 31, 1999, California Federal Bank held mortgage
servicing rights on a 1-4 unit residential loan portfolio with outstanding
loan balances totaling approximately $72.9 billion, excluding loans owned
by California Federal Bank that are serviced by First Nationwide Mortgage
Corporation. California Federal Bank's mortgage servicing rights had a
carrying value of $1.3 billion at December 31, 1999. A decline in long-term
interest rates generally results in an acceleration in mortgage loan
prepayments, and higher than anticipated levels of prepayments generally
cause the accelerated amortization of mortgage servicing rights and
generally will result in reductions in the market value of the mortgage
servicing rights and in California Federal Bank's servicing fee income.
There can be no assurances that long-term interest rates will not decline
or that the rate of mortgage loan prepayments will not exceed management's
estimates, resulting in reductions in the market value of the mortgage
servicing rights and in loan servicing fee income, or that management will
be able to reinvest the cash from mortgage loan prepayments in assets
earning yields comparable to the yields on the prepaid mortgages.
COMPETITION
Golden State Bancorp faces substantial competition for loans and
deposits throughout its market areas. Golden State Bancorp competes on a
daily basis with commercial banks, other savings institutions, thrift and
loans, credit unions, finance companies, retail investment brokerage
houses, mortgage banks, money market and mutual funds and other investment
alternatives and other financial intermediaries. Golden State Bancorp faces
competition throughout its market area from local institutions, which have
a large presence in Golden State Bancorp's market areas, as well as from
out-of-state financial institutions which have offices in Golden State
Bancorp's market areas. Many of these other institutions offer services
which Golden State Bancorp does not offer, including trust services.
Furthermore, banks with a larger capital base and financial firms not
subject to the restrictions imposed by banking regulations have larger
lending limits and can therefore serve the needs of larger customers.
REGULATION
The financial institutions industry is subject to extensive
regulation, which materially affects the business of Golden State Bancorp
and California Federal Bank. Statutes and regulations to which California
Federal Bank and its parent companies are subject may be changed at any
time, and the interpretation of these regulations is also subject to
change. There can be no assurance that future changes in such regulations
or in their interpretation will not adversely affect the business of Golden
State Bancorp and California Federal Bank.
UNITARY THRIFT HOLDING COMPANY STATUS
Golden State Bancorp is a unitary thrift holding company because
it owns only one savings association, California Federal Bank. Under prior
law, any company, regardless of the nature of the business in which it was
engaged, could qualify as a unitary savings and loan holding company.
Legislation enacted in 1999 provided that any company engaged in activities
not permitted for a financial holding company under the Bank Holding
Company Act may no longer qualify as a unitary savings and loan holding
company. Existing unitary savings and loan companies engaged in
non-financial related activities, such as Golden State Bancorp, are
"grandfathered" and may continue to engage in non-financial related
activities. However, such rights are not transferable to any other company
not otherwise qualified to own or control a savings association.
PROPOSED LEGISLATION
From time to time, Congress has considered proposed legislation
that could substantially alter the regulation of Golden State Bancorp and
California Federal Bank. These proposals have included the merger of the
two FDIC deposit insurance funds, the merger of the Office of Thrift
Supervision with the Office of the Comptroller of the Currency, and the
conversion of savings associations like California Federal Bank to national
bank charters. We can not determine whether, or in what form, such
legislation may eventually be enacted and the possible impact of such
changes. Further, there can be no assurance that any legislation that is
enacted would contain adequate grandfather rights for Golden State Bancorp
and California Federal Bank.
TAX SHARING AGREEMENT; AVAILABILITY OF NET OPERATING LOSS CARRYOVERS
Prior to the transactions that combined the separate businesses
operated by California Federal Bank and Glendale Federal Bank (the "Golden
State Acquisition"), California Federal Bank, First Nationwide Holdings and
Mafco Holdings Inc. were parties to a tax sharing agreement effective as of
January 1, 1994 (the "Tax Sharing Agreement"), pursuant to which:
(a) California Federal Bank paid to First Nationwide Holdings
amounts equal to the income taxes that California Federal
Bank would have been required to pay if it were to file a
return separately from the affiliated group for which
Mafco Holdings was the common parent (the "Mafco Group")
and
(b) First Nationwide Holdings paid to Mafco Holdings amounts
equal to the income taxes that First Nationwide Holdings
would be required to pay if it were to file a
consolidated return on behalf of itself and California
Federal Bank separately from the Mafco Group.
The Tax Sharing Agreement allowed California Federal Bank to take
into account, in determining its liability to First Nationwide Holdings,
any net operating loss carryovers that it would have been entitled to
utilize if it had filed separate returns for each year since the formation
of California Federal Bank. Accordingly, pursuant to the Tax Sharing
Agreement, the benefits of any net operating loss carryovers generated by
California Federal Bank since its formation are retained by California
Federal Bank and First Nationwide Holdings.
In connection with the Golden State Acquisition, for any taxable
period after September 11, 1998:
(a) Golden State Bancorp replaced Mafco Holdings under the
Tax Sharing Agreement and assumed all of the rights and
obligations of Mafco Holdings under the Tax Sharing
Agreement with respect to such taxable periods;
(b) Golden State Holdings replaced First Nationwide Holdings
under the Tax Sharing Agreement and assumed all of the
rights and obligations of First Nationwide Holdings under
the Tax Sharing Agreement with respect to such taxable
periods; and
(c) California Federal Bank continued to be bound by the Tax
Sharing Agreement.
Mafco Holdings continues to be bound for all obligations accruing for
taxable periods on or before September 11, 1998.
As a result of the deconsolidation of California Federal Bank and
Golden State Holdings from the Mafco Group due to the Golden State
Acquisition, only the amount of net operating losses of California Federal
Bank and Golden State Holdings not utilized by the Mafco Group on or before
December 31, 1998 are available to offset taxable income of the Golden
State Group, as defined below. Similarly, if for any reason California
Federal Bank and Golden State Holdings were to deconsolidate from the
consolidated group for which Golden State Bancorp is the common parent (the
"Golden State Group"), only the amount of the net operating loss carryovers
of California Federal Bank and Golden State Holdings, not utilized by the
Golden State Group up to the end of the taxable year in which the
deconsolidation took place, would be available to offset the taxable income
of California Federal Bank and Golden State Holdings subsequent to the date
of deconsolidation. It cannot be predicted to what extent the Golden State
Group will utilize the net operating loss carryovers of Golden State
Holdings and/or California Federal Bank in the future or the amount, if
any, of net operating loss carryforwards that Golden State Holdings or
California Federal Bank may have upon deconsolidation. The net operating
loss carryovers are subject to review and potential disallowance, in whole
or in part, by the Internal Revenue Service. Any disallowance of California
Federal Bank's net operating loss carryovers may increase the amounts that
California Federal Bank would be required to pay to Golden State Holdings
under the Tax Sharing Agreement and that Golden State Holdings would be
required to pay to the Golden State Group, and would therefore decrease the
earnings of California Federal Bank available for distribution.
Under federal income tax law, Golden State Holdings and California
Federal Bank are subject to several liability with respect to the
consolidated federal income tax liabilities of the Golden State Group or
the Mafco Group for any taxable period during which Golden State Holdings
or California Federal Bank is, as the case may be, a member of the Golden
State Group or the Mafco Group. Therefore, Golden State Holdings or
California Federal Bank may be required to pay the Golden State Group's or
the Mafco Group's consolidated federal tax liability notwithstanding prior
payments made under the Tax Sharing Agreement by Golden State Holdings or
California Federal Bank to Golden State Bancorp or to Mafco Holdings.
Golden State Bancorp and Mafco Holdings have agreed, however, under the Tax
Sharing Agreement, to indemnify Golden State Holdings and California
Federal Bank for any such federal income tax liability (and certain state
and local tax liabilities) of Golden State Bancorp or any of its
subsidiaries and Mafco Holdings and any of its subsidiaries (other than
Golden State Holdings and California Federal Bank) that Golden State
Holdings or California Federal Bank is actually required to pay.
TAXATION OF CALIFORNIA FEDERAL BANK
As a result of the Small Business Job Protection Act of 1996,
which provided for the repeal of the Section 593 reserve method of
accounting for bad debts by thrift institutions which are treated as large
banks, California Federal Bank will generally be required to take into
income the balance of its post-1987 bad debt reserves over a six year
period beginning in 1996 subject to a two year deferral if certain
residential loan tests are satisfied. As of December 31, 1999, California
Federal Bank had remaining post-1987 bad debt reserves totaling $80 million
that are subject to recapture into income, all of which has been provided
for in deferred tax liabilities. Consequently, California Federal Bank may
be required to make payments to Golden State Holdings under the Tax Sharing
Agreement if California Federal Bank has insufficient expenses and losses
to offset such income.
In addition, the Small Business Job Protection Act of 1996 further
provided that base year bad debt reserves are not recaptured into income
unless certain events occur. The base year reserves are generally the
balance of tax bad debt reserves as of December 31, 1987, reduced
proportionately for reductions in California Federal Bank's loan portfolio
since that date. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes," a deferred tax
liability has not been recognized for the base year reserves of California
Federal Bank. At December 31, 1999, the amount of the base year reserves
were approximately $305 million. The amount of unrecognized deferred tax
liability at December 31, 1999 was approximately $107 million.
TAX EFFECTS OF DIVIDEND PAYMENTS BY CALIFORNIA FEDERAL BANK
Dividend distributions made to Golden State Holdings, as the sole
owner of California Federal Bank's common stock and its preferred stock, in
excess of the greater of California Federal Bank's current or accumulated
earnings and profits, as well as certain distributions in dissolution or in
redemption of stock, may cause California Federal Bank to recognize a
portion of its base year reserves as income. Accordingly, California
Federal Bank may be required to make payments to Golden State Holdings
under the Tax Sharing Agreement. Likewise, Golden State Holdings may be
required to make payments to Golden State Bancorp under the Tax Sharing
Agreement if Golden State Holdings has insufficient expenses and losses to
offset such income.
RESTRICTIONS ON ABILITY OF SUBSIDIARIES TO PAY DIVIDENDS
We are a holding company with no significant business operations
of our own. Our only significant asset is the common stock of California
Federal Bank that we indirectly own. Our only sources of cash to pay
dividends and make debt payments are dividends and other distributions from
California Federal Bank and in turn from Golden State Holdings.
The federal thrift laws and regulations of the Office of Thrift
Supervision limit California Federal Bank's ability to pay dividends.
California Federal Bank generally may not declare dividends or make any
other capital distribution if, after the payment of such dividend or other
distribution, it would fall within any of the three undercapitalized
categories under the prompt corrective action standards of the Federal
Deposit Insurance Corporation Improvement Act of 1991. Other limitations
apply to California Federal Bank's ability to pay dividends, the magnitude
of which depends upon current earnings and the extent to which California
Federal Bank meets its regulatory capital requirements. In addition, the
Home Owners' Loan Act requires every savings association subsidiary of a
savings and loan holding company to give the Office of Thrift Supervision
at least 30 days' advance notice of any proposed dividends to be made on
its stock or else such dividend will be invalid. Further, the Office of
Thrift Supervision may prohibit any capital distribution that it determines
would constitute an unsafe or unsound practice. The Office of Thrift
Supervision may also impose restrictions on the ability of Golden State
Bancorp to pay dividends or repurchase stock.
The terms of the debt instruments under which certain of our
subsidiaries have issued debt also impose restrictions that may inhibit the
ability of those subsidiaries to declare dividends.
CONTROL BY MACANDREWS & FORBES
As of April 30, 2000, Golden State Bancorp was 37.2% indirectly
owned through MacAndrews & Forbes Holdings Inc. by Ronald O. Perelman and
14.4% indirectly owned by Hunter's Glen, a limited partnership controlled
by Gerald J. Ford, the Chairman of the Board, Chief Executive Officer and a
director of Golden State Bancorp, in each case, after giving effect to the
sale of shares of common stock covered by this prospectus. In addition, the
board of directors of Golden State is composed of 15 directors, with ten
directors initially designated by MacAndrews & Forbes. As a result,
MacAndrews & Forbes may be able to direct and control the policies of
Golden State Bancorp and its subsidiaries, including mergers, sales of
assets and similar transactions.
USE OF PROCEEDS
All net proceeds from the sale of the shares of common stock
covered by this prospectus will go to the selling stockholder. We will not
receive any proceeds from the sale of the common stock by the selling
stockholder.
DESCRIPTION OF THE COMMON STOCK
Shares of our common stock are entitled to share equally in the
assets available for distribution upon liquidation, subject to any prior
rights of the holders of any series of preferred stock then outstanding.
Holders of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of assets of Golden State Bancorp
legally available for payment, subject to the superior rights of the
holders of any series of preferred stock that may be issued. Because Golden
State Bancorp is a holding company, the right of Golden State Bancorp to
participate in any distribution of the assets of California Federal Bank
and subsidiaries through Golden State Holdings is subject to the prior
claims of creditors of Golden State Holdings and California Federal Bank
and such other subsidiaries. There are various legal limitations on the
extent to which California Federal Bank may extend credit, pay dividends or
otherwise supply funds to, or engage in transactions with, Golden State
Bancorp. Each share of our common stock is entitled to one vote, except as
to the cumulation of votes in the election of directors. There are no
preemptive or other rights to subscribe for any shares.
SELLING STOCKHOLDER
All of the shares of common stock registered for sale under this
prospectus will be owned immediately after registration by GSB Investments
Corp., 35 East 62nd Street, New York, New York 10021 (the "selling
stockholder"). As of April 30, 2000, the selling stockholder owned an
aggregate of 45,499,525 shares or 37.2% of the common stock of Golden State
Bancorp. The selling stockholder is an indirect wholly-owned subsidiary of
MacAndrews & Forbes.
PLAN OF DISTRIBUTION
Golden State Bancorp is registering the shares of common stock
covered by this prospectus for the selling stockholder. As used in this
prospectus, "selling stockholder" includes the donees, transferees or
others who may later hold the selling stockholder's interests. Pursuant to
a registration rights agreement, dated as of September 11, 1998, Golden
State Bancorp agreed to register the common stock owned by the selling
stockholder and to enter into an agreement to indemnify the selling
stockholder against certain liabilities related to the selling of the
common stock, including liabilities arising under the Securities Act of
1933 (the "1933 Act"). Under the registration rights agreement, Golden
State Bancorp also agreed to pay the costs and fees of registering the
shares of common stock; however, the selling stockholder will pay any
brokerage commissions, discounts or other expenses relating to the sale of
the shares of common stock.
The selling stockholder may sell the common stock being offered
hereby in one or more of the following ways at various times:
o to underwriters for resale to the public or to
institutional investors;
o directly to institutional investors; or
o through agents to the public or to institutional
investors.
The selling stockholder will act independently of Golden State
Bancorp in making decisions with respect to the timing, manner and size of
each sale. The selling stockholder may sell the common stock on the New
York Stock Exchange or otherwise, at market prices prevailing at the time
of sale, at prices related to the prevailing market prices, or at
negotiated prices. If underwriters are used in the sale, the common stock
will be acquired by the underwriters for their own account and may be
resold at various times in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. A distribution
of the common stock by the selling stockholder may also be effected through
the issuance by the selling stockholder or others of derivative securities,
including without limitation, warrants, exchangeable securities, forward
delivery contracts and the writing of options.
In addition, the selling stockholder may sell some or all of the
shares of common stock covered by this prospectus through:
o a block trade in which a broker-dealer will attempt to
sell as agent, but may position or resell a portion of
the block, as principal, in order to facilitate the
transaction;
o purchases by a broker-dealer, as principal, and resale by
the broker-dealer for its account;
o ordinary brokerage transactions and transactions in which
a broker solicits purchasers; or
o privately negotiated transactions.
When selling the common stock, the selling stockholder may enter
into hedging transactions. For example, the selling stockholder may:
o enter into transactions involving short sales of the
common stock by broker-dealers;
o sell common stock short itself and redeliver such shares
to close out its short positions;
o enter into option or other types of transactions that
require the selling stockholder to deliver common stock
to a broker-dealer, who will then resell or transfer the
common stock under this prospectus; or
o loan or pledge the common stock to a broker-dealer, who
may sell the loaned shares or, in the event of default,
sell the pledged shares.
The selling stockholder may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers
engaged by the selling stockholder may allow other broker-dealers to
participate in resales. The selling stockholder and any broker-dealers
involved in the sale or resale of the common stock may qualify as
"underwriters" within the meaning of the Section 2(a)(11) of the 1933 Act.
In addition, the broker-dealers' commissions, discounts or concession may
qualify as underwriters' compensation under the 1933 Act. If the selling
stockholder qualifies as an "underwriter," it will be subject to the
prospectus delivery requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling its common stock under this prospectus, the
selling stockholder may:
o agree to indemnify any broker-dealer or agent against
certain liabilities related to the selling of the common
stock, including liabilities arising under the 1933 Act;
o transfer its common stock in other ways not involving
market makers or established trading markets, including
directly by gift, distribution, or other transfer;
o sell its common stock under Rule 144 of the 1933 Act
rather than under this prospectus, if the transaction
meets the requirements of Rule 144; or
o sell its common stock by any other legally available means.
LEGAL MATTERS
For purposes of this offering, Vanessa L. Washington, Esq., Senior
Vice President and Secretary of Golden State Bancorp, is giving an opinion
on the validity of the shares of common stock.
EXPERTS
The consolidated financial statements of Golden State Bancorp Inc.
as of December 31, 1999 and 1998, and for each of the years in the three-year
period ended December 31, 1999, have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent auditors, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports
and other information with the Securities and Exchange Commission (the
"SEC"). You may read and copy any document that we file at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available to you free
of charge at the SEC's web site at http://www.sec.gov.
Stock Market. The common stock is traded on the New York Stock
Exchange and the Pacific Exchange. Material filed by Golden State Bancorp
can be inspected at the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
Information Incorporated by Reference. The SEC allows us to
"incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be
part of this prospectus, and information that we file later with the SEC
will automatically update and supersede previously filed information,
including information contained in this document.
We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering has been
completed:
1. Golden State Bancorp's Annual Report on Form 10-K for the
year ended December 31, 1999.
2. Golden State Bancorp's Proxy Statement dated April 7,
2000.
3. Golden State Bancorp's Quarterly Report on Form 10-Q for
the period ended March 31, 2000.
You may request free copies of these filings by writing or
telephoning us at the following address:
135 Main Street
San Francisco, California 94105
Attention: Shareholder Relations
Telephone: (415) 904-0188
Facsimile: (415) 904-1499
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of the shares of common
stock will be borne by the registrant. Such expenses are estimated to be as
follows:
Registration Fee - Securities and Exchange Commission $16,665.31
Accountant's Fees $25,000.00
Legal Fees $50,000.00
Miscellaneous $ 334.69
----------
Total $92,000.00
Item 15. Indemnification of Directors and Officers.
Article FOURTEENTH of the Golden State Bancorp Certificate of
Incorporation and Article XII of the Golden State Bancorp Bylaws provide
for indemnification of the officers and directors of Golden State Bancorp
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. List of Exhibits.
The Exhibits to this registration statement are listed in the
Index to Exhibits on page II-7.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
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 this 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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% 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 this registration statement or any
material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by Golden State Bancorp
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this
registration statement.
2. That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
4. For purposes of determining any liability under the 1933
Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bonafide offering thereof.
5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as
expressed in the 1933 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) 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of
California on May 18, 2000.
GOLDEN STATE BANCORP INC.
By /s/ Carl B. Webb
----------------
Name: Carl B. Webb
Title: President and Chief
Operating Officer
Each person whose signature appears below hereby constitutes and
appoints each of Christie S. Flanagan, Renee Nichols Tucei and Vanessa L.
Washington or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and
supplements thereto (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and
Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys- in-fact and agents,
each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald J. Ford Chairman of the Board, Chief May 18, 2000
- -------------------------- Executive Officer and Director
Gerald J. Ford (principal executive officer)
/s/ Richard H. Terzian Executive Vice President May 18, 2000
- -------------------------- and Chief Financial Officer
Richard H. Terzian (principal financial officer)
/s/ Renee Nichols Tucei Executive Vice President and May 18, 2000
- -------------------------- Controller
Renee Nichols Tucei (principal accounting officer)
/s/ Paul M. Bass, Jr. Director May 18, 2000
- -------------------------
Paul M. Bass, Jr.
/s/ George W. Bramblett, Jr. Director May 18, 2000
- ----------------------------
George W. Bramblett, Jr.
/s/ Brian P. Dempsey Director May 18, 2000
- ----------------------------
Brian P. Dempsey
* Director May 18, 2000
- ----------------------------
Howard Gittis
/s/ John F. King Director May 18, 2000
- ----------------------------
John F. King
/s/ John F. Kooken Director May 18, 2000
- ----------------------------
John F. Kooken
/s/ Gabrielle K. McDonald Director May 18, 2000
- ----------------------------
Gabrielle K. McDonald
/s/ John A. Moran Director May 18, 2000
- ----------------------------
John A. Moran
* Director May 18, 2000
- ----------------------------
Ronald O. Perelman
/s/ B.M. Rankin, Jr. Director May 18, 2000
- ----------------------------
B.M. Rankin, Jr.
/s/ Thomas S. Sayles Director May 18, 2000
- ---------------------------
Thomas S. Sayles
/s/ Robert Setrakian Director May 18, 2000
- ----------------------------
Robert Setrakian
/s/ Cora M. Tellez Director May 18, 2000
- ----------------------------
Cora M. Tellez
/s/ Carl B. Webb Director, President and May 18, 2000
- ----------------------------- Chief Operating Officer
Carl B. Webb
*By: /s/ Vanessa L. Washington Attorney-in-Fact May 18, 2000
- -------------------------------
Vanessa L. Washington
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- -------- -----------------------
5.1 Opinion of Vanessa L. Washington, Esq., Senior Vice
President and Secretary of Golden State Bancorp.
23.1 Consent of KPMG LLP.
23.2 Consent of Vanessa L. Washington, Esq., Senior Vice
President and Secretary of Golden State Bancorp (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page of the
Registration Statement).
24.2 Power of Attorney for Ronald O. Perelman.
24.3 Power of Attorney for Howard Gittis.
EXHIBIT 5.1
[Golden State Bancorp Inc. Letterhead]
May 18, 2000
Board of Directors
Golden State Bancorp Inc.
135 Main Street
San Francisco, California 94105
Dear Ladies and Gentlemen:
I am Senior Vice President and Secretary of Golden State Bancorp
Inc., a Delaware corporation (the "Company"), and as such have acted as
counsel in connection with the Company's filing with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") in connection with the registration of
3,906,323 shares (the "Shares") of the Company's common stock, $1.00 par
value per share, relating to sales, if any, of the Shares by the selling
stockholder named therein.
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended.
In this connection, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of such other
documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein. I have also
participated in the preparation and filing of the Registration Statement
with the Commission. In my examination, I have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies.
I am admitted to the bar in the State of California and I express
no opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware and federal laws of the United
States of America.
Based on the above, upon and subject to the foregoing, I am
of the opinion that the Shares are legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to
the use of my name under the heading "Legal Matters" in the Registration
Statement. In giving this consent, I do not thereby admit that I am within
the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is expressed as of the date hereof unless otherwise expressly
stated and I disclaim any undertaking to advise you of any subsequent
changes in the facts stated or assumed herein or of any subsequent changes
in applicable law.
Very truly yours,
/s/ Vanessa L. Washington
------------------------------------
Vanessa L. Washington
Senior Vice President and Secretary
Exhibit 23.1
The Board of Directors
Golden State Bancorp. Inc.:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
San Francisco, California
May 17, 2000
Exhibit 24.2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Christie S. Flanagan and Vanessa L.
Washington or either of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the Golden State Bancorp Inc. (the "Corporation") Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), including, without limiting the
generality of the foregoing, to sign the Registration Statement in the name
and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and
supplements relating thereto (including post-effective amendments) under the
Securities Act and to sign any instrument, contract, document or other writing
in connection with the Registration Statement and any amendments and
supplements thereto (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and
Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
18th day of May, 2000.
/s/ Ronald O. Perelman
--------------------------
Ronald O. Perelman
Exhibit 24.3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of Christie S. Flanagan and Vanessa L. Washington or
either of them, each acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Golden State
Bancorp Inc. (the "Corporation") Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, to sign any amendments and supplements relating thereto
(including post-effective amendments) under the Securities Act and to sign
any instrument, contract, document or other writing of or in connection
with the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
18th day of May, 2000.
/s/ Howard Gittis
--------------------------
Howard Gittis
