Filed pursuant to Rule 424(b)(3)
Registration No. 333-37322
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 24, 2000
GOLDEN STATE BANCORP INC.
2,550,000 Shares
Common Stock
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The shares of common stock being offered hereby are being offered
by the selling stockholder named in the accopanying prospectus. See
"Selling Stockholder." We will not receive any proceeds from the sale of
the common stock offered hereby. Our common stock is traded on the New York
Stock Exchange and the Pacific Exchange under the symbol GSB.
The selling stockholder has sold 2,550,000 shares of our common
stock to Credit Suisse First Boston Corporation at a price of $18.8125 per
share. Credit Suisse First Boston Corporation may offer the common stock on
any national securities exchange, in transactions in the over-the-counter
market or through negotiated transactions at market prices or at negotiated
prices.
It is expected that delivery of the shares of common stock will be
made on or about August 25, 2000.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or
determined if this prospectus supplement or the prospectus to which it
relates is truthful or complete. Any representation to the contrary is a
criminal offense.
CREDIT SUISSE FIRST BOSTON
The date of this prospectus supplement is August 22, 2000.
PROSPECTUS
GOLDEN STATE BANCORP INC.
3,906,323 Shares
Common Stock
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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 $92,000.00.
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.
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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 May 24, 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 our telephone number at
that address 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
