<PAGE>
As filed with the Securities and Exchange Commission on February 3, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
HIGHLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4654552
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 South Glenoaks Boulevard 91502
Burbank, California (Zip code)
(Address of principal executive offices)
-------------------
HIGHLAND FEDERAL BANK
1994 STOCK OPTION AND PERFORMANCE
SHARE AWARD PLAN
(Full title of the plan)
-------------------
STEPHEN N. RIPPE
President and Chief Executive Officer
Highland Bancorp, Inc.
601 South Glenoaks Boulevard
Burbank, California
(Name and address of agent for service)
(818) 848-4265
(Telephone number, including area code, of agent for service)
Copy to:
WILLIAM T. QUICKSILVER, ESQ.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 20,000 shares $12.00 (2) $5,310,812.50 $1,567
32,200 shares $15.00 (2)
17,500 shares $16.00 (2)
44,500 shares $16.375(2)
106,000 shares $21.25 (2)
17,500 shares $23.25 (2)
26,000 shares $35.375(3)
=======================================================================================================
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares of Common
Stock as may be issued upon exercise of options and pursuant to the grant
of certain other awards under the Highland Federal Bank 1994 Stock Option
and Performance Share Award Plan (the "Stock Option Plan") as a result of
the adjustment provisions thereof.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) based upon the price at which
options may be exercised.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based upon the maximum number of
shares of Common Stock issuable under the Stock Option Plan and the average
of the high and low prices of the Common Stock as reported on The Nasdaq
Stock Market, Inc., National Market System on January 28, 1998.
================================================================================
<PAGE>
PART II
Information Required in the Registration Statement
Highland Bancorp, Inc. (the "Registrant") hereby files this
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") to register under the Securities Act of 1933, as amended (the
"Securities Act"), 263,700 shares of the Registrant's Common Stock for issuance
pursuant to the 1994 Stock Option and Performance Share Award Plan (the "Stock
Option Plan") formerly of Highland Federal Bank, a federally chartered savings
bank (the "Bank"), which was assumed by and became the Stock Option Plan of the
Company in connection with the reorganization of the Bank into a holding company
form of organization (the "Reorganization") effective December 16, 1997, and
such indeterminate number of shares as may become available under the Stock
Option Plan as a result of the adjustment provisions thereof.
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are hereby incorporated into this Registration
Statement by reference:
(a) The Registrant's Current Report on Form 8-K as filed with the
Commission on February 3, 1998 (the "Form 8-K"), which includes as
exhibits thereto the following: (i) Annual Report on Form 10-K of the
Bank for the year ended December 31, 1996, as filed with the Office of
Thrift Supervision (the "OTS") (Exhibit 99.1); (ii) Quarterly Report
of the Bank on Form 10-Q for the quarter ended March 31, 1997, as
filed with the OTS (Exhibit 99.2); (iii) Proxy Statement, dated April
1, 1997, distributed to shareholders of the Bank in connection with
the Bank's Annual Meeting of Shareholders held on April 23, 1997, as
filed with the OTS (Exhibit 99.3); (iv) Quarterly Report of the Bank
on Form 10-Q for the quarter ended June 30, 1997, as filed with the
OTS (Exhibit 99.4); (v) Quarterly Report of the Bank on Form 10-Q for
the quarter ended September 30, 1997, as filed with the OTS (Exhibit
99.5); and (vi) Proxy Statement, dated November 18, 1997, distributed
to shareholders of the Bank in connection with a Special Meeting of
Shareholders held on December 11, 1997, as filed with the OTS and
included in the Registration Statement on Form S-4 (Registration No.
333-38911) filed by the Registrant with the Commission under the
Securities Act on October 28, 1997.
(b) The description of the Common Stock of the Registrant contained in
the Registration Statement on Form S-4 (Registration No. 333-38911)
filed by the Registrant with the Commission under the Securities Act
on October 28, 1997, which became effective on November 17, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's Bylaws provide that each person who was or is made a
party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Registrant, is or was serving at the request of
the Registrant as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans), or was a director or officer of a foreign or
domestic corporation which was a predecessor of the Registrant or of any other
enterprise at the request of such predecessor corporation, whether the basis of
such proceeding is alleged action in an official capacity as a director or
officer or in any other capacity while serving as a director or officer shall be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the Delaware General Corporation Law (the "DGCL"), as such law may hereafter
be amended, but only to the extent that such amendment permits broader
indemnification rights than were permitted to the Registrant prior to such
amendment, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be in
settlement) reasonably incurred or suffered by such person in connection
therewith. This indemnification continues as to a person who has ceased to be a
director or officer and inures to the benefit of his or her heirs, executors and
administrators. The Registrant is required to indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the Registrant. The
right to indemnification conferred in the Registrant's Bylaws is a contract
right and includes the right to be paid by the Registrant expenses incurred in
defending any such proceeding in advance of its final disposition provided the
Registrant has received an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is entitled to be indemnified under the Bylaws or
otherwise. Pursuant to its Bylaws, the Registrant may provide, by action of the
Board of Directors, indemnification to its employees and agents to the same
extent that it indemnifies directors and officers. The Registrant's Bylaws
create a right to indemnification for each indemnifiable party whether or not
the proceeding to which the indemnification relates arose in whole or in part
prior to adoption of the Bylaws (or the adoption of the comparable provisions of
the Bank's Bylaws).
The Bank currently has an indemnification agreement (the
"Indemnification Agreement" or the "Indemnification Agreements") with each of
its directors and certain officers, which provides that the Bank will indemnify
the indemnified party (the "Indemnitee") against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement (where the settlement is
approved in advance by the Bank) actually and reasonably incurred in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative to which the Indemnitee is a
party or is threatened to be made a party by reason of the fact that the
Indemnitee is or was a director, officer, employee or agent of the Bank or any
subsidiary or by reason of the fact that the Indemnitee is or was serving at the
request of the Bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Indemnitee is only entitled to such indemnification if a majority of
disinterested directors of the Bank determines that the Indemnitee was acting in
good faith and in a manner the Indemnitee reasonably believed to be in the best
interests of the Bank and, in the case of any criminal proceeding, with no
reasonable cause to believe that his or her conduct was unlawful. The
Indemnification Agreements require the Bank to indemnify the Indemnitee to the
fullest extent permitted by applicable law.
II-2
<PAGE>
Notwithstanding anything to the contrary contained therein, the
Indemnification Agreements provide that the Bank will not be required to
indemnify an Indemnitee: (i) where the Indemnitee has been adjudged liable to
the Bank for breach of duty to the Bank and its shareholders, unless the court
in which the action is pending determines that the Indemnitee is fairly and
reasonably entitled to indemnification; (ii) for any acts or omissions or
transactions from which a director may not be relieved of liability under the
federal Charter of the Bank; (iii) with respect to a proceeding initiated by the
Indemnitee, and not by way of defense, unless brought to establish or enforce a
right to indemnification under the Indemnification Agreement or under applicable
law; (iv) with respect to a proceeding initiated by the Indemnitee to enforce or
interpret the Indemnification Agreement if a court of competent jurisdiction
determines that the material assertions made by the Indemnitee in such
proceeding were not made in good faith or were frivolous; (v) for expenses or
liabilities which have been paid to Indemnitee by an insurance carrier under a
policy of officers' and directors' liability insurance maintained by the Bank;
or (vi) for disgorgement of profits arising from the purchase or sale by
Indemnitee of securities in violation of Section 16(b) of the Exchange Act. In
connection with the Reorganization, the Registrant intends to enter into a
similar indemnification agreement with each of its directors and executive
officers.
The rights of indemnification provided in the Registrant's Bylaws are
not exclusive of any other rights which may be available under Delaware law, any
insurance or other agreement, by vote of shareholders or disinterested directors
or otherwise. In addition, the Registrant's Bylaws authorize the Registrant to
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, whether or not the Registrant would have
the power to provide indemnification to such person under Delaware law.
Under Delaware law, the Registrant's officers and directors have a
fiduciary duty of good faith, fairness and loyalty in handling the Registrant's
affairs. The Registrant's Certificate of Incorporation relieves the
Registrant's directors from monetary damages to the Registrant and its
shareholders for a breach of the director's fiduciary duty as a director. This
charter provision does not relieve the Registrant's directors from monetary
damages to the Registrant or its shareholders: (i) for a breach of the duty of
loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct
or knowing violation of law, (iv) for willful or negligent violations of certain
provisions of the DGCL imposing certain requirements with respect to stock
repurchases, redemptions and dividends, or (v) for any transactions from which
the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
24.1 Power of Attorney (See page II-6)
99.1 Highland Federal Bank 1994 Stock Option and Performance Share
Award Plan (1)
99.2 Form of Incentive Stock Option Agreement (1)
99.3 Form of Performance Share Award and Restricted Stock Agreement (1)
99.4 Form of Amendment to Stock Option Agreement
</TABLE>
________________________
(1) Filed with the Commission on October 28, 1997 as an Exhibit to the
Registrant's Registration Statement on Form S-4 (Registration No. 333-
38911) and incorporated herein by reference.
II-3
<PAGE>
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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 offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
(d) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus relating to the Stock Option Plan (the
"Prospectus"), to each person to whom the Prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the Prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Burbank, State of California, on this 3rd day of
February, 1998.
HIGHLAND BANCORP, INC.
By /s/ Stephen N. Rippe
----------------------------
Stephen N. Rippe
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Stephen N. Rippe and Anthony L.
Frey his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen N. Rippe President, Chief February 3, 1998
- ------------------------- Executive Officer and Director
Stephen N. Rippe (Principal Executive Officer)
/s/ Anthony L. Frey Executive Vice President, Chief February 3, 1998
- ------------------------- Financial Officer and Secretary
Anthony L. Frey (Principal Financial and Accounting Officer)
/s/ Woodrow W. DeWitt Director February 3, 1998
- -------------------------
Woodrow W. DeWitt
/s/ Richard O. Oxford Director February 3, 1998
- -------------------------
Richard O. Oxford
/s/ Shirley E. Simmons Director February 3, 1998
- -------------------------
Shirley E. Simmons
/s/ George Piercy Director February 3, 1998
- -------------------------
George Piercy
/s/ Richard J. Cross Director February 3, 1998
- -------------------------
Richard J. Cross
/s/ William G. Dyess Director February 3, 1998
- -------------------------
William G. Dyess
/s/ Ben Karmelich Director February 3, 1998
- -------------------------
Ben Karmelich
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<C> <S>
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
24.1 Power of Attorney (See page II-6)
99.1 Highland Federal Bank 1994 Stock Option and Performance Share
Award Plan (1)
99.2 Form of Incentive Stock Option Agreement (1)
99.3 Form of Performance Share Award and Restricted Stock Agreement (1)
99.4 Form of Amendment to Stock Option Agreement
</TABLE>
________________________
(1) Filed with the Commission on October 28, 1997 as an Exhibit to the
Registrant's Registration Statement on Form S-4 (Registration No. 333-
38911) and incorporated herein by reference.
II-7
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MANATT PHELPS PHILLIPS]
February 3, 1998
The Board of Directors
Highland Bancorp, Inc.
601 South Glenoaks Boulevard
Burbank, California 91502
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by Highland Bancorp, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 263,700 shares of
the Company's common stock, $0.01 par value per share (the "Company Common
Stock"), that may be issued in the aggregate upon the exercise of options or the
grant of certain other awards under the 1994 Stock Option and Performance Share
Award Plan (the "Stock Option Plan") formerly of Highland Federal Bank, a
federally chartered savings bank (the "Bank"), which was assumed by and became
the Stock Option Plan of the Company in connection with the reorganization of
the Bank into a holding company form of organization on December 16, 1997.
In rendering this opinion, we have examined such documents and records
as we deemed relevant, including, but not limited to, the following:
1. Certificate of Incorporation of the Company;
2. Bylaws of the Company;
3. The Stock Option Plan;
4. The forms of (i) Stock Option Agreement and (ii) Performance Share
Award and Restricted Stock Agreement to be used in connection with
awards to be made under the Stock Option Plan;
5. The form of Amendment to Stock Option Agreement to be entered into
by the Company with each holder of an outstanding option, providing
for the
<PAGE>
MANATT, PHELPS & PHILLIPS, LLP
Highland Bancorp, Inc.
February 3, 1998
Page 2
agreement of the holder to accept Company Common Stock in
lieu of Bank Common Stock upon the exercise of such option
(together with the forms of agreement referred to in item 4 above,
the "Agreements");
6. Records of proceedings of the Company's Board of Directors
pertaining to the adoption and amendment of the Stock Option Plan,
its assumption by the Company and the filing of the Registration
Statement; and
7. The Registration Statement.
With respect to the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced copies. We also have obtained from the officers of the
Company certificates as to such factual matters as we consider necessary for the
purpose of this opinion, and insofar as this opinion is based on such matters of
fact, we have relied on such certificates.
Based upon the foregoing and such further review of fact and law as we
have deemed necessary or appropriate under the circumstances, and assuming,
without further inquiry, that (i) all options granted under the Stock Option
Plan to date have been, and all options and other awards to be granted under the
Stock Option Plan will be, duly and validly granted in accordance with the terms
of the Stock Option Plan, (ii) the consideration for the shares of Company
Common Stock to be issued pursuant to the exercise of options or other awards
granted under the Stock Option Plan will be received prior to the issuance
thereof, (iii) the shares of Company Common Stock to be issued pursuant to the
exercise of options and the grant of other awards will be issued in accordance
with the terms of the Stock Option Plan and the applicable Agreements, (iv) the
Registration Statement will become effective under the Securities Act prior to
the issuance of any shares of Company Common Stock under the Stock Option Plan
and no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or be pending before the Commission, (v) prospectuses will be updated
and delivered to participants in the Stock Option Plan, as required by the
Securities Act and the rules and regulations promulgated by the Commission
thereunder, and (vi) the grant of options and other awards under the Stock
Option Plan and the issuance of shares of Company Common Stock upon the exercise
of options and the grant of other awards under the Stock Option Plan will comply
with the securities laws of each state or jurisdiction applicable thereto (other
than the Securities Act), upon which assumptions the following opinion is
expressly conditioned, it is the opinion of the undersigned that the 263,700
shares of Company Common Stock issuable by the Company upon the exercise of
options and the grant of other awards pursuant to the Stock Option Plan, will
be, when issued and delivered against payment
<PAGE>
MANATT, PHELPS & PHILLIPS, LLP
Highland Bancorp, Inc.
February 3, 1998
Page 3
therefor in accordance with the Stock Option Plan, the applicable Agreements and
the Registration Statement, duly authorized, validly issued, fully paid and
non-assessable.
This opinion is limited to the current laws of the State of Delaware
and the Securities Act and the rules and regulations promulgated by the
Commission thereunder, to present judicial interpretations thereof and to facts
as they presently exist. In rendering this opinion, we have no obligation to
revise or supplement it should the current laws of the State of Delaware or the
Securities Act or such rules and regulations be changed by legislative action,
judicial decision or otherwise.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related document, nor is it to be filed
with or furnished to any government agency or other person, without the prior
written consent of the undersigned in each instance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
The Board of Directors
Highland Bancorp, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Highland Bancorp, Inc. of our report dated January 28,
1997 appearing in the Annual Report on Form 10-K of Highland Federal Bank for
the year ended December 31, 1996.
/s/ Grant Thornton LLP
Los Angeles, California
February 2, 1998
<PAGE>
EXHIBIT 99.4
HIGHLAND BANCORP, INC.
AMENDMENT TO STOCK OPTION AGREEMENT
This Amendment to Stock Option Agreement (the "Amendment") is dated as of
the __ day of January, 1998, by and among Highland Bancorp, Inc., a Delaware
corporation (the "Company"), Highland Federal Bank, a federally chartered
savings bank (the "Bank"), and ________________ (the "Optionee").
WHEREAS, the Optionee holds an incentive [non-qualified] stock option (the
"Bank Option") issued by the Bank to acquire _______ shares of the common stock
of the Bank, $1.00 par value per share (the "Bank Common Stock"), at the
exercise price of $_____ per share, upon the terms and conditions set forth in a
written option agreement (the "Stock Option Agreement"), a copy of which is
attached hereto and incorporated herein by reference, subject to the provisions
of the Bank's 1994 Stock Option and Performance Share Award Plan (the "Plan").
WHEREAS, the Company, the Bank and Highland Federal Interim Savings Bank,
an interim federal savings bank organized for the sole purpose of effecting the
reorganization of the Bank into a holding company form of organization (the
"Reorganization"), have entered into that certain Plan of Reorganization and
Agreement of Merger dated December 11, 1997, pursuant to which the
Reorganization was completed December 16, 1997.
WHEREAS, in connection with the Reorganization, the Company has agreed to
assume the Bank Option held by the Optionee subject to, among other things, the
amendment of the Stock Option Agreement to provide for the issuance of shares of
the common stock of the Company, $0.01 par value per share (the "Company Common
Stock"), in lieu of Bank Common Stock upon exercise of the option.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises of the parties and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assumption/Substitution of Option. The Company hereby issues to the
Optionee as an assumption of and in substitution for the Bank Option granted to
the Optionee pursuant to the Plan an option (the "Company Option") to purchase,
upon and subject to the same terms and conditions set forth in the Stock Option
Agreement, all or any part of a number of shares of Company Common Stock equal
to the number of shares of Bank Common Stock subject to the Bank Option, minus
any number of shares of Bank Common Stock acquired as a result of the exercise
of the Bank Option prior to completion of the Reorganization. The exercise
price per share of the Company Option shall be the same exercise price per share
as the Bank Option being assumed. The effective date of the issuance of the
Company Option shall be the date of completion of the Reorganization.
1
<PAGE>
2. Cancellation of Bank Option. Effective as of the completion of the
Reorganization, the terms and conditions of this Amendment are wholly
substituted for and replace the terms and conditions of the Stock Option
Agreement, except to the extent that the Stock Option Agreement is incorporated
by reference herein. To the extent that the terms and conditions of this
Amendment are inconsistent with any provision of the Stock Option Agreement, the
terms and conditions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
HIGHLAND BANCORP, INC.
By:____________________________________________
HIGHLAND FEDERAL BANK
By:____________________________________________
_______________________________________________
Optionee
2
