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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000
REGISTRATION NO. 333-[_______]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GOLDEN WEST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2080059
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
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1901 HARRISON STREET
OAKLAND, CALIFORNIA 94612
(510) 446-3420
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
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WILLIAM C. NUNAN
1901 HARRISON STREET
OAKLAND, CALIFORNIA 94612
(510) 446-3420
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
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Copies to:
MARK R. LEVIE, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
OLD FEDERAL RESERVE BANK BUILDING
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any 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, please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================== ====================== ====================== ======================= ======================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE (1)
-------------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Preferred Stock (2) .................
-------------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Debt Securities (3) .................
-------------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Common Stock (4) ....................
====================================== ====================== ====================== ======================= ======================
Total $1,000,000,000 $184,800
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 429, the amount of securities registered hereunder includes
$300,000,000 carried forward from the Registrant's Registration Statement on
Form S-3 (File No. 33-61293) for which a filing fee in the amount of $103,449
was previously paid.
(2) Subject to note (5) below, there are registered hereunder an indeterminate
number of shares of Preferred Stock as may be sold, from time to time, by the
Registrant, or as may be issued in exchange for Debt Securities.
(3) Subject to note (5) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from time to
time by the Registrant. If any Debt Securities are being issued at an original
issue discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to exceed
$1,000,000,000 less the dollar amount of any securities previously issued
hereunder.
(4) Subject to note (5) below, there are registered hereunder an indeterminate
number of shares of Common Stock, which stock may be issued in exchange for Debt
Securities. No separate consideration will be received for such Common Stock.
(5) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$1,000,000,000. Any securities registered hereunder may be sold separately or as
units with other securities registered hereunder.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JULY 12, 2000.
PROSPECTUS
GOLDEN WEST FINANCIAL CORPORATION
$1,000,000,000
DEBT SECURITIES
PREFERRED STOCK
------------------------
Golden West Financial Corporation may offer and sell, from time to
time:
- unsecured senior and subordinated debt securities, in one or
more series, consisting of notes, debentures or other evidences
of indebtedness; and
- shares of preferred stock in one or more series.
The aggregate initial offering price of all of the securities which may
be sold pursuant to this prospectus will not exceed $1,000,000,000 or, if
applicable, an equivalent amount in any other currency. We will provide the
specific terms of the securities to be sold by us in supplements to this
prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
------------------------
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
------------------------
THIS PROSPECTUS IS DATED , 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
ABOUT THIS PROSPECTUS............................................................................................3
WHERE YOU CAN FIND MORE INFORMATION..............................................................................4
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS........................................................................4
GOLDEN WEST FINANCIAL CORPORATION................................................................................5
USE OF PROCEEDS..................................................................................................6
RATIOS OF EARNINGS TO FIXED CHARGES..............................................................................6
DESCRIPTION OF DEBT SECURITIES...................................................................................6
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES............................................7
General.................................................................................................7
Absence Of Restrictive Covenants And Event Risk Provisions With Respect To Debt Securities..............8
Consolidation, Merger And Sale Of Assets................................................................8
Events of Default.......................................................................................9
Modification And Waiver.................................................................................9
Defeasance.............................................................................................10
Concerning the Trustee.................................................................................11
Governing Law..........................................................................................11
PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES..........................................................11
General................................................................................................11
Events of Default......................................................................................11
Senior Indenture Covenants.............................................................................11
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES....................................................12
Subordination..........................................................................................12
Capital Securities.....................................................................................13
Common Stock...........................................................................................14
Perpetual Preferred Stock..............................................................................14
Events of Default......................................................................................14
DESCRIPTION OF PREFERRED STOCK..................................................................................14
PLAN OF DISTRIBUTION............................................................................................15
VALIDITY OF SECURITIES..........................................................................................16
EXPERTS.........................................................................................................17
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of two registration statements that we filed
with the Securities and Exchange Commission using a "shelf" registration
process. Under this shelf process, we may, over time, sell any combination of
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $1,000,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
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In this prospectus, references to "Golden West," "the Company," "we,"
"us," and "our" mean Golden West Financial Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its 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
filings with the SEC are also available at the offices of the New York and
Pacific Stock Exchanges.
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
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities described in this prospectus.
- Our Annual Report on Form 10-K for the year ended December 31, 1999.
- Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
You may request a copy of these filings (other than an exhibit to a
filing) by telephoning or writing us at the following address:
Golden West Financial Corporation
Attn: William C. Nunan
1901 Harrison Street
Oakland, California 94612
Phone: 510-446-3420.
You should rely only on the information incorporated by reference or
provided by us in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are only
offering these securities in states where the offer is 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 those documents.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
This prospectus, and the documents incorporated by reference in this
prospectus, contain various forward-looking statements and information that are
based on management's beliefs as well as assumptions made by and information
currently available to management. When used in this document, words such as
"anticipate," "estimate," "project," and "expect" are intended to identify
forward-looking statements. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct. Such statements are subject
to certain risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
projected or expected. Among the key risk factors that may have a direct bearing
on Golden West's results of operations and financial condition are:
- competitive practices in the financial services industries;
- operational and systems risks;
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- general economic and capital market conditions, including
fluctuations in interest rates;
- economic and capital market conditions in certain geographic
areas, particularly in California; and
- the impact of current and future laws and governmental regulations
affecting the financial services industry in general and Golden
West's operations in particular.
GOLDEN WEST FINANCIAL CORPORATION
Golden West Financial Corporation, a Delaware corporation, is a savings
and loan holding company, the principal business of which is the operation of a
savings bank business through its direct or indirect wholly-owned savings bank
subsidiaries, World Savings Bank, FSB ("World FSB"), and World Savings Bank,
S.S.B. ("World SSB") and a savings and loan business through its wholly-owned
subsidiary, World Savings and Loan Association, a Federal Savings and Loan
Association ("World S&L"). World S&L is a federally chartered, capital stock
savings association, incorporated in 1912, the deposits of which are insured by
the Savings Association Insurance Fund of the Federal Deposit Insurance
Corporation. World FSB is a federally chartered savings bank and World SSB is a
Texas chartered savings bank. The deposits of World FSB and World SSB are
insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation.
World FSB, World SSB and World S&L are collectively referred to herein as the
"World Subsidiaries" and currently are our direct wholly-owned subsidiaries. At
March 31, 2000, Golden West, through our subsidiaries, operated 120 savings
branches in California, 37 in Colorado, 34 in Florida, 22 in Texas, 15 in
Arizona, 11 in New Jersey, eight in Kansas and four in Illinois.
Our principal business, conducted principally through our subsidiaries,
consists of attracting funds, primarily in the form of savings deposits from the
general public, and investing those funds in loans and securities secured by
liens on residential and other real estate. At March 31, 2000, Golden West had
total assets of $46 billion and its deposits totaled $28 billion. Our operating
results depend primarily upon the difference between (i) revenues from loans and
investments and (ii) expenses incurred in obtaining investment funds (including
interest paid on deposit accounts and on Federal Home Loan Bank advances and
other borrowings) and general operating expenses. As a financial intermediary,
we seek to control our exposure to general interest rate changes by matching, to
the extent feasible, the maturities of our sources of funds with the maturities
of our investments and by increasing the interest rate sensitivity of our loan
portfolio. We also seek to control general and administrative expenses through a
program of strict cost control and to limit loan loss exposure by concentrating
our lending activities in residential properties and emphasizing traditional
appraisal and loan underwriting practices. At March 31, 2000, our loan portfolio
was $42 billion, of which 93% consisted of adjustable rate mortgages and 7%
consisted of fixed-rate mortgages.
We and our subsidiaries are subject to extensive examination,
supervision and regulation by the Office of Thrift Supervision and the Federal
Deposit Insurance Corporation. Applicable regulations govern, among other
things, our lending and investment powers, the types of accounts we are
permitted to offer, the types of business in which we may engage, and
requirements for regulatory capital. We are also subject to regulations of the
Board of Governors of the Federal Reserve System with respect to required
reserves and certain other matters.
Golden West is a legal entity separate and distinct from our
subsidiaries. The principal source of Golden West's cash flow on an
unconsolidated basis has been dividends from its subsidiaries, interest on
investments and proceeds from the issuance of debt and equity securities.
Various statutory and regulatory restrictions and tax considerations, however,
limit directly or indirectly the amount of dividends our subsidiaries can pay.
See our Annual Report on Form 10-K for the year ended December 31, 1999 which is
incorporated herein by reference. Various statutory and regulatory restrictions
also restrict our subsidiaries from making investments in, or loans to, us.
In addition, because we are a holding company, the rights of our
creditors, including holders of the debt securities, to participate in the
assets of any subsidiary upon the latter's liquidation or reorganization will be
subject to the claims of the subsidiary's creditors, which will take priority
except to the extent that we may be a creditor with recognized claims against
the subsidiary.
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In December 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") was enacted. Among other things, FDICIA requires a
savings association which does not meet any one of its capital requirements to
submit a capital restoration plan for improving its capital to the OTS. The
holding company of a savings association must guarantee that the savings
association will meet its capital restoration plan, subject to certain
limitations. If that guarantee were deemed to be a commitment to maintain
capital under the federal Bankruptcy Code, a claim under that guarantee in a
bankruptcy proceeding involving the holding company would be entitled to a
priority over third party creditors of the holding company.
Our principal executive office is located at 1901 Harrison Street,
Oakland, California 94612, and the telephone number is (510) 446-3420.
USE OF PROCEEDS
Except as may otherwise be described in any prospectus supplement
relating to an offering of securities, the net proceeds from the sale of the
securities will be used by Golden West for general corporate purposes. The net
proceeds may be contributed to our subsidiaries in the form of equity or
subordinated debt and may be used by our subsidiaries to fund their lending
operations. Pending a determination of the use of the net proceeds, such
proceeds will be invested in short-term obligations.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth Golden West's consolidated ratios of
earnings to fixed charges for the periods shown. Earnings represent income from
continuing operations before income taxes, fixed charges and extraordinary
items. Fixed charges include interest expense and amortization of debt expense.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
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2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges:
Including interest on deposits.. 1.39 1.43 1.42 1.37 1.30 1.21 1.23
Excluding interest on deposits.. 2.09 2.39 2.32 2.03 1.79 1.53 1.58
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The debt securities will constitute either senior or subordinated debt
of Golden West. Senior debt securities will be issued under a senior debt
indenture between Golden West and an entity identified in the applicable
prospectus supplement, as trustee. Likewise, subordinated debt securities will
be issued under a subordinated debt indenture between Golden West and an entity
identified in the applicable prospectus supplement, as trustee. The senior debt
indenture and the subordinated debt indenture are sometimes collectively
referred to in this prospectus as the indentures.
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The following description is a summary of selected provisions relating
to the debt securities and the indenture. The summary is not complete. We have
filed a form of the subordinated debt indenture and a form of the senior debt
indenture as exhibits to the registration statements of which this prospectus is
a part. You should not rely on this summary, because the indentures and not this
summary define your rights as a holder of the debt securities. When debt
securities are offered in the future, a prospectus supplement will explain the
particular terms of those securities and the extent to which these general
provisions may apply.
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES
General. The debt securities will represent our unsecured senior or
subordinated obligations and may be issued from time to time in one or more
series. The indentures do not limit the amount of debt securities, debentures,
notes or other types of indebtedness that we or any of our subsidiaries may
issue nor do they restrict transactions between us and our affiliates or the
payment of dividends or other distributions by us to our stockholders. In
addition, other than as may be set forth herein or in any prospectus supplement,
the indentures and the debt securities will not contain any covenants or other
provisions that are intended to afford holders of the debt securities special
protection in the event of either a change of control or a highly leveraged
transaction involving Golden West.
A prospectus supplement and a supplemental indenture relating to any
series of debt securities offered by Golden West will include specific terms
relating to the offering. These terms will include some or all of the following:
- the title and classification of the debt securities;
- any terms by which the principal of the subordinated debt
securities will be exchangeable for common stock or perpetual
preferred stock (collectively "Capital Securities") and any
covenant pursuant to which the proceeds of sales of capital
securities shall be designated on our books as available for the
payment of any of the principal of the subordinated debt
securities (the "Available Funds");
- any limit on the total principal amount of the debt securities;
- the price or prices at which the debt securities will be issued;
- the dates on which the debt securities will mature;
- the interest rate or the method for determining the rate that the
debt securities will bear and the date from which any interest
will accrue;
- the interest payment dates for the debt securities;
- any mandatory or optional sinking fund or analogous provisions;
- the place where we will pay, or the method of payment of,
principal, premium and interest on the debt securities;
- any mandatory or optional redemption periods and prices;
- the denominations in which we will issue the debt securities;
- the currency or currencies in which we will pay principal,
premium and interest on the debt securities;
- the portion of the principal amount of the debt securities, if
other than the principal amount thereof, payable upon acceleration
of maturity thereof;
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- the manner in which we will determine the amounts of principal,
premium or interest payments on the debt securities if these
amounts may be determined by reference to an index or based on a
formula;
- if the Company has elected not to apply the defeasance section
of the indenture to the debt securities;
- whether the debt securities will be issued in the form of a
"global security", and if so, the depositary for that security or
securities and information with respect to book-entry procedures;
- any covenants of Golden West with respect to a series of debt
securities; and
- any other terms of the debt securities not inconsistent with the
indentures.
Unless otherwise indicated in the prospectus supplement, the debt
securities will be issued in registered form without coupons.
A prospectus supplement will also describe any special provisions for
the payment of additional amounts with respect to the subordinated debt
securities.
We may issue debt securities at a discount below their stated principal
amount. Even if we do not issue the debt securities below their stated principal
amount, for United States federal income tax purposes the debt securities may be
deemed to have been issued with a discount because of certain interest payment
characteristics. We will describe in a prospectus supplement the United States
federal income tax considerations applicable to debt securities issued at a
discount or deemed to be issued at a discount. We will also describe in a
prospectus supplement the special United States federal income tax
considerations or other restrictions or terms applicable to debt securities
offered exclusively to foreigners or denominated in a foreign currency.
We may structure one or more series of subordinated debt securities so
that they qualify as capital under federal regulations applicable to savings and
loan holding companies. We may adopt this structure whether or not those
regulations may be applicable to Golden West at the time of issuance. The
principal amount of those series of subordinated debt securities will be payable
only with Available Funds or will be exchangeable for common or perpetual
preferred stock. See "Provisions Applicable Solely to Subordinate Debt
Securities -- Capital Securities."
The debt securities will represent our general unsecured obligations.
Since we are a holding company, our ability to meet obligations under the
indentures and the debt securities will be dependent on the earnings and cash
flows of our subsidiaries and the ability of our subsidiaries to pay dividends
or to advance funds to us.
Absence Of Restrictive Covenants And Event Risk Provisions
With Respect To Debt Securities. Unless and to the extent otherwise specified in
this prospectus or in the attached prospectus supplement, the indentures do not:
- restrict the Company from incurring, assuming or becoming
liable for any type of debt or other obligations, from creating liens on its
property (including, in the case of the subordinated debt indenture, capital
stock of subsidiaries) for any purpose, from paying dividends or making
distributions on its capital stock or purchasing or redeeming its capital stock
or, in the case of the subordinated debt indenture, from disposing of capital
stock of subsidiaries;
- require the maintenance of any financial ratios or specified
levels of net worth or liquidity; or
- contain any provisions which would require that the Company
repurchase or redeem or otherwise modify the terms of any of its debt securities
upon a change in control or other events involving the Company which may
adversely affect the creditworthiness of the debt securities.
Consolidation, Merger And Sale Of Assets. We may consolidate
with, merge into, or convey or transfer our assets substantially as an entirety
to, any person that is a corporation, partnership or trust organized and
existing under the laws of the United States of America or any State thereof or
the District of Columbia without the consent
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of the holders of any of the outstanding securities under either indenture.
However, certain conditions must be met, including that any successor person
must assume our obligations on the debt securities and under the indentures and
no default shall occur and be continuing.
Events of Default. If an event of default under either indenture shall
have occurred and is continuing with respect to debt securities of any series,
the trustee or the holders of at least 25% in aggregate principal amount of the
outstanding securities of that series by notice may declare the principal amount
(or, if the outstanding securities of that series are original issue discount
securities, such portion of the principal amount as may be specified in the
terms of that series) of and all accrued but unpaid interest on all the
outstanding subordinated debt securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
debt securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the trustee, the holders of a majority in
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul that acceleration.
The indentures provide that the trustee, within 90 days after the
occurrence of a default with respect to any series of debt securities, shall
give to the holders of debt securities of that series notice of all uncured
defaults known to it. However, except in the case of default in the payment of
principal of (or premium, if any) or interest, if any, on any debt security, the
trustee shall be protected in withholding that notice if it in good faith
determines that the withholding of that notice is in the interest of the holders
of debt securities.
We will be required to file with the trustee annually a written
statement as to the fulfillment of our obligations under the indentures. The
indentures provide that, subject to the duty of the trustee during default to
act with the required standard of care, the trustee will be under no obligation
to exercise any of its rights or powers under the indentures at the request or
direction of any of the holders, unless those holders offer the trustee
reasonable indemnity. Subject to applicable law and certain provisions of the
indentures, including the indemnity requirement, the holders of a majority in
principal amount of the outstanding securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee, with respect to the debt securities of that series.
Modification And Waiver. We may enter into modifications and amendments
with the trustee under either indenture with the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding securities
of each series affected by that modification or amendment. However, no such
modification or amendment may, without the consent of the holder of each
outstanding security affected thereby:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security;
- reduce the principal amount of any debt security or the rate of
interest thereon or any premium payable upon the redemption thereof, or, in the
case of the subordinated debt indenture, impair the right, if any, to the
delivery of capital securities;
- change any obligation of the Company to pay additional amounts;
- reduce the amount of the principal of an original issue discount
security payable upon acceleration of the maturity thereof;
- change the coin or currency in which any debt security or any premium
or interest thereon is payable;
- impair the right to institute suit for the enforcement of any payment
on or with respect to any debt security;
- reduce the percentage in principal amount of outstanding securities
of any series, the consent of whose holders is required for modification or
amendment of the applicable indenture or for waiver of compliance with certain
provisions of such indenture or for waiver of certain defaults;
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- reduce the requirements contained in the indenture for quorum or
voting;
- change any obligation of the Company to maintain an office or agency
in the places and for the purposes required by such indenture;
- modify the terms of the subordinated debt indenture relating to
subordination in a manner adverse to the holders of subordinated debt securities
issued under the subordinated debt indenture;
- adversely affect the right of repayment, if any, of the debt
securities at the option of the holders thereof; or
- modify any of the above provisions.
The holders of not less than a majority in aggregate principal amount
of the outstanding securities of each series may, on behalf of all holders of
debt securities of that series, waive any past default and its consequences
under the applicable indenture with respect to debt securities of that series,
except a default in:
- the payment of principal of (or premium, if any) or any interest on
any debt security of that series; and
- respect of a covenant or provision of the applicable indenture which
cannot be modified or amended without the consent of the holder of each
outstanding security of such series affected.
Each indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding securities have given any request,
demand, authorization, direction, notice, consent or waiver thereunder or
whether a quorum is present at a meeting of holders of debt securities:
- the principal amount of an original issue discount security that
shall be deemed to be outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the maturity thereof; and
- the principal amount of a debt security denominated in a foreign
currency or a composite currency shall be the U.S. dollar equivalent, determined
as of the date of original issuance of that debt security by the Company in good
faith, of the principal amount of such debt security (or, in the case of an
original issue discount security, the U.S. dollar equivalent, determined as of
the date of original issuance of such debt security, of the amount determined as
provided in the preceding bullet point); and
- except as specified in the applicable indenture, debt securities
owned by the Company or any other obligor upon the debt securities or any
affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be outstanding.
Defeasance. Each indenture provides, unless we elect otherwise pursuant
to Section 301 of the applicable indenture with respect to the debt securities
of any series thereunder, that we may elect to defease and be discharged from
any and all obligations with respect to those debt securities. To effect that
defeasance, the indentures require that we deposit with the trustee, in trust
for that purpose, money sufficient to pay the principal of and any premium and
interest on those debt securities, and any mandatory sinking fund or analogous
payments, on the applicable scheduled due dates and any amounts that may be
payable at the option of a holder on the applicable due date. We may also
deposit with the trustee U.S. government obligations that provide for payments
sufficient to make the defeasance payments described above. We may defease the
debt securities only if, among other things, we deliver to the trustee an
opinion of counsel to the effect that the holders of those debt securities will
not recognize income, gain or loss for federal income tax purposes as a result
of that defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
that defeasance had not occurred. That opinion must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable federal income
tax law occurring after the date of the applicable indenture. The prospectus
supplement may further describe the provisions, if any, permitting defeasance
with respect to the debt securities of a particular series.
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<PAGE> 11
Concerning the Trustee. The trustee under either indenture may from
time to time make loans to us and our subsidiaries and perform other services
for us and our subsidiaries in the normal course of its business. Either trustee
may be deemed to have a conflicting interest and may be required to resign as
trustee if at the time of a default under the applicable indenture the trustee
is a creditor of ours.
Governing Law. The indentures and the debt securities will be governed
by, and construed in accordance with, the laws of the State of California.
PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES
General. We may issue senior debt securities under the senior debt
indenture. As to the right of payment of principal (and any premium) and
interest, each series of senior debt securities will rank equally with each
other series issued under the senior debt indenture and will rank senior to all
subordinated debt securities that may be issued. Except as may be described in
this prospectus or the accompanying prospectus supplement, the indentures do not
contain any covenants specifically designed to protect holders of the debt
securities against a reduction in the creditworthiness of the Company in the
event of a highly leveraged transaction or to prohibit other transactions which
may adversely affect holders of the senior debt securities.
Events of Default. The senior indenture defines an event of default
with respect to any series of debt securities thereunder as being any of the
following:
- default in the payment of any interest on any senior debt
security when due and payable, and continuance for a period of 30 days;
or
- default in the payment of the principal of or any premium on
any senior debt security at maturity; or
- default in the deposit of any sinking fund payment, when and
as due by the terms of any series of senior debt securities; or
- default in the performance, or breach, of any covenant or
warranty of the Company in the senior debt indenture (other than any
covenant or warranty otherwise dealt with in this section), and
continuance of that default or breach for a period of 60 days after the
trustee or holders of not less than 25% in principal amount of the
outstanding senior debt securities have given written notice to the
Company; or
- if any event of default with respect to any indebtedness of
the Company or the World Subsidiaries for money borrowed, whether now
existing or hereafter created, shall occur and result in indebtedness
in a principal amount in excess of $10,000,000 becoming or being
declared due and payable prior to the date on which it would otherwise
become due and payable, and that acceleration shall not be rescinded or
annulled within a period of 30 days after the trustee or holders of not
less than 25% in principal amount of the outstanding senior debt
securities have given written notice to the Company; or
- certain events of bankruptcy, insolvency or reorganization
involving the Company.
Senior Indenture Covenants. Subject to certain exceptions, so long as
any of the senior debt securities are outstanding, we will not, nor will we
permit any of the World Subsidiaries to, sell or otherwise dispose of any shares
of, securities convertible into, or options, warrants or rights to subscribe for
or purchase shares of, voting stock of those subsidiaries, nor will we permit
those subsidiaries to issue any shares of, or securities convertible into, or
options, warrants or rights to subscribe for or purchase shares of, voting stock
of those subsidiaries (other than sales of directors' qualifying shares) unless
we will own, directly or indirectly, at least 80% of the issued and outstanding
voting stock of each of the World Subsidiaries after giving effect to that
transaction. Furthermore, we will not permit those subsidiaries to:
(1) merge or consolidate with or into any corporation (other than
Golden West), unless at least 80% of the surviving corporation's issued and
outstanding voting stock is owned, directly or indirectly, by us; or
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<PAGE> 12
(2) lease, sell or transfer all or substantially all of its properties
and assets to any corporation or other person (other than Golden West), unless
at least 80% of the issued and outstanding voting stock of that corporation or
other person is owned, directly or indirectly, by us. However, this covenant
shall not prohibit us or the World Subsidiaries from selling or transferring
assets pursuant to any securitization transaction.
Furthermore, for so long as any of the senior debt securities are
outstanding, we will not, nor will we permit the World Subsidiaries to, incur
debt secured by any shares of voting stock of the World Subsidiaries (or
securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of that voting stock) without making effective provision for
securing the senior debt securities of all series equally and ratably with that
secured debt. However, this covenant will not apply to the extent that we
continue to own at least 80% of the issued and outstanding voting stock of each
of the World Subsidiaries (treating that encumbrance as a transfer of those
shares to the secured party).
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
Subordination. The payment of principal, premium, if any, and interest
in respect of the subordinated debt securities is expressly subordinated, to the
extent set forth in the subordinated debt indenture, to all Senior Indebtedness
(as defined below) which may at any time and from time to time be outstanding.
As used in the subordinated debt indenture, "Senior Indebtedness" means
all Debt of Golden West, except Subordinated Indebtedness and Junior
Subordinated Indebtedness. "Debt" of any person means the principal of and
premium, if any, and interest on the following:
- all indebtedness of that person (including indebtedness of others
guaranteed by that person), whether outstanding on the date of the indenture or
thereafter created, incurred or assumed, which is (A) for money borrowed,
whether or not evidenced by bonds, debentures, notes or other written
instruments or (B) evidenced by a note or similar instrument given in connection
with the acquisition of any businesses, properties or assets of any kind;
- obligations of, or any obligations guaranteed by, that person as
lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles and leases of property or
assets made as part of any sale and lease-back transaction to which that person
is a party;
- obligations of that person under letters of credit;
- any indebtedness of that person under, or other obligations of that
person to make payment pursuant to, the terms of commodity contracts, interest
rate and currency swap agreements, cap, floor and collar agreements, currency
spot and forward contracts, and other similar agreements or arrangements
designed to protect against fluctuations in currency exchange or interest rates;
and
- amendments, renewals, extensions, modifications and refundings of any
such indebtedness or obligation.
"Subordinated Indebtedness" is defined in the subordinated debt
indenture as all Debt of the Company, other than Junior Subordinated
Indebtedness, which is subordinate and junior in right with respect to general
assets of the Company to Senior Indebtedness and includes (A) the subordinated
debt securities, (B) any Debt on a parity with any of the subordinated debt
securities offered hereby and (C) subordinated debt of the Company issued prior
to January 5, 1993 (the "Prior Subordinated Indebtedness"). "Junior Subordinated
Indebtedness" is defined in the subordinated debt indenture as all Debt of the
Company which is subordinate and junior in right with respect to general assets
of the Company to all other Debt of the Company (including, without limitation,
Senior Indebtedness and Subordinated Indebtedness). The definition of senior
indebtedness with respect to Prior Subordinated Indebtedness of Golden West
includes only indebtedness of or guaranteed by Golden West for borrowed money or
evidenced by a note or similar instrument given in connection with the
acquisition of any businesses, properties or assets of any kind and obligations
of Golden West as lessee (as described in the first bullet point above), other
than obligations ranking on a parity with or junior to such Prior Subordinated
Indebtedness. Thus, "Senior Indebtedness"
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<PAGE> 13
as defined in the subordinated debt indenture, encompasses a broader range of
instruments and obligations than senior indebtedness as defined with respect to
such Prior Subordinated Indebtedness. As a result of this difference, the
holders of subordinated debt securities offered hereby could be subordinated to
greater amounts of senior indebtedness of the Company than holders of our Prior
Subordinated Indebtedness and, under the circumstances described in the
following paragraph, holders of subordinated debt securities offered hereby may
receive less, ratably, than holders of our Prior Subordinated Indebtedness. As
of March 31, 2000, Golden West, on an unconsolidated basis, had outstanding
$715,000,000 aggregate principal amount of Subordinated Indebtedness, all of
which constitutes Prior Subordinated Indebtedness. The subordinated debt
indenture does not limit the amount of our Senior Indebtedness.
In the event of any receivership, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, whether or not pursuant to
bankruptcy laws, sale of all or substantially all of the assets (except pursuant
to Section 801 of the Indenture), dissolution, liquidation or any other
marshalling of the assets and liabilities of the Company, no amount shall be
paid by the Company in respect of the principal, premium, if any, or interest on
the subordinated debt securities offered hereby unless and until all Senior
Indebtedness shall have been paid in full together with all interest thereon and
all other amounts payable in respect thereof.
The subordinated debt indenture also states that, in the event of any
default in the payment of any Senior Indebtedness and during the continuance of
any such default, no amount shall be paid by the Company in respect of the
principal, premium, if any, or interest on the subordinated debt securities.
The prospectus supplement respecting any series of subordinated debt
securities will set forth any subordination provisions applicable to that series
in addition to or different from those described above.
By reason of such subordination, in the event of our insolvency,
holders of Senior Indebtedness and holders of other obligations of ours that are
not subordinated to Senior Indebtedness may receive more, ratably, than holders
of the subordinated debt securities.
Capital Securities. The Company may issue a series of subordinated debt
securities that are structured such that they are payable at maturity only by
exchange for, or from designated proceeds from the sale of, common stock or
perpetual preferred stock of the Company (the "Capital Securities"). Unless
otherwise provided in the prospectus supplement, whenever subordinated debt
securities are exchangeable for Capital Securities, the Company will be
obligated to deliver Capital Securities with a Market Value (as defined below)
equal to the excess, if any, of (i) the outstanding principal amount of those
subordinated debt securities over (ii) the principal amount of those
subordinated debt securities to be repaid in cash out of Available Funds. In
addition, the Company will unconditionally undertake to sell the Capital
Securities in a sale (the "Secondary Offering") on behalf of any holders who
elect to receive cash for the Capital Securities. The Company will bear all
expenses of the Secondary Offering, including underwriting discounts and
commissions. If the Company fails to effect the Secondary Offering, it will
deliver to the holders of subordinated debt securities Capital Securities, and
not cash, upon exchange of the subordinated debt securities. The "Market Value"
of any Capital Securities means their sale price in the Secondary Offering. If
the Company does not effect the Secondary Offering, the Market Value of those
Capital Securities shall be the average of their fair value when exchanged as
determined by three independent nationally recognized investment banking firms
selected by the Company.
Common Stock. Subject to any prior rights of the preferred stock, if
any, of the Company then outstanding, holders of the Company's common stock are
entitled to receive those dividends as are declared by the Board of Directors
out of funds legally available therefor. Subject to the rights of the holders of
the preferred stock, if any, in the event of liquidation of the Company, the
holders of the common stock are entitled to receive pro rata any assets
distributable to stockholders in respect of shares held by them. Subject to the
rights, if any, of the holders of shares of preferred stock, if any, all voting
rights are vested in the holders of shares of common stock, each share being
entitled to one vote. Stockholder action (including the election of directors)
may be taken without a meeting by the written consent of the holders of not less
than a majority (or such other percentage as may be required by law or the
Company's Certificate of Incorporation) of the stock entitled to vote. Holders
of common stock do not have any right to subscribe to any additional securities
which may be issued by the Company.
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<PAGE> 14
At March 31, 2000, the Company had 200,000,000 authorized shares of
common stock, $0.10 par value, of which 155,340,333 shares were outstanding.
Perpetual Preferred Stock. The Company may select any
perpetual preferred stock as Capital Securities to be exchanged for subordinated
debt securities or to be sold and the proceeds of that sale designated on the
books of the Company as Available Funds. "Perpetual preferred stock" is any
preferred stock that is not mandatorily, or at the option of the holder,
redeemable or repayable, otherwise than in shares of common stock or perpetual
preferred stock of another class or series or with the proceeds of the sale of
common stock or perpetual preferred stock. Any shares of perpetual preferred
stock to be so issued will have such designations, preferences, dividend and
other rights, qualifications, limitations and restrictions as may be determined
by the Company and approved by the Board of Directors.
At March 31, 2000, the Company had 20,000,000 authorized shares of
preferred stock, $1.00 par value, of which no shares were outstanding.
Events of Default. The subordinated debt indenture defines an
event of default with respect to any series of subordinated debt securities
thereunder only as certain events of bankruptcy, insolvency or reorganization
involving the Company.
The subordinated debt indenture does not provide for any right of
acceleration of the payment of principal of the subordinated debt securities of
any series upon a default in the payment of principal of (or premium, if any) or
interest, if any, on the subordinated debt securities of that series, or in the
performance of any covenant or agreement in the subordinated debt indenture or
in the terms of the subordinated debt securities of that series. In the event of
any default in the payment of the principal of (or premium, if any) or interest,
if any, on the subordinated debt securities of that series (including a default
in payment at the stated maturity of the subordinated debt securities of that
series), the subordinated debt indenture requires that the Company, upon demand
of the trustee, pay to the trustee for the benefit of the holders of the
subordinated debt securities of that series, the whole amount then due and
payable on the subordinated debt securities of that series for principal (and
premium, if any) and interest, if any. The subordinated debt indenture provides
that if the Company fails to pay that amount forthwith upon demand, the trustee
may, among other things, institute a judicial proceeding for the collection
thereof. The limitation on the right of acceleration described above reflects a
modification from prior subordinated debt securities issued by the Company. Any
additional events of default with respect to any series of subordinated debt
securities, including any related right of acceleration, will be specified in
the prospectus supplement relating to that series.
DESCRIPTION OF PREFERRED STOCK
Under our Certificate of Incorporation, the Board of Directors of the
Company may issue up to 20 million shares of preferred stock in one or more
series and with rights, preferences, privileges and restrictions, including
dividend rights, voting rights, conversion rights, terms of redemption and
liquidation preferences, that may be fixed or designated by the Board of
Directors from time to time pursuant to a certificate of designation without any
further vote or action by the Company's stockholders. The issuance of preferred
stock may have the effect of delaying, deferring or preventing a change in
control of the Company. Preferred stock, upon issuance against full payment of
the purchase price therefor, will be fully paid and nonassessable. We will
describe the specific terms of a particular series of preferred stock in a
prospectus supplement relating to that series. The description of preferred
stock set forth below and the description of the terms of a particular series of
preferred stock set forth in the related prospectus supplement do not purport to
be complete and are qualified in their entirety by reference to the certificate
of designation relating to that series. The related prospectus supplement will
contain a description of certain United States Federal income tax consequences
relating to the purchase and ownership of the series of preferred stock
described in that prospectus supplement.
The rights, preferences, privileges and restrictions of the preferred
stock of each series will be fixed by the certificate of designation relating to
such series. A prospectus supplement relating to each series will specify the
terms of the preferred stock as follows:
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<PAGE> 15
- the maximum number of shares to constitute the series and
the distinctive designation thereof;
- the annual dividend rate, if any, on shares of the series,
whether that rate is fixed or variable or both, the date or dates from
which dividends will begin to accrue or accumulate, the conditions for
payment of dividends, and whether dividends will be cumulative;
- the price at and the terms and conditions on which the
shares of the series may be redeemed, including the time during which
shares of the series may be redeemed and any accumulated dividends
thereon that the holders of shares of the series shall be entitled to
receive upon the redemption thereof;
- the liquidation preference, if any, and any accumulated
dividends thereon, that the holders of shares of the series shall be
entitled to receive upon the liquidation, dissolution or winding up of
the affairs of the Company;
- whether or not the shares of the series will be subject to
operation of a retirement or sinking fund, and, if so, the extent and
manner in which any such fund shall be applied to the purchase or
redemption of the shares of the series, and the terms and provisions
relating to the operation of such fund;
- the terms and conditions, if any, on which the shares of the
series shall be convertible into or exchangeable for shares of any
other class or classes of capital stock of the Company or a third party
or any series of any other class or classes, or of any other series of
the same class, including the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same;
- the voting rights, if any, on the shares of the series; and
- any or all other preferences and relative, participating,
optional or other special rights or qualifications, limitations or
restrictions thereof.
PLAN OF DISTRIBUTION
We may sell any of the securities offered hereby in any one or more of
the following ways from time to time:
- through agents;
- to or through underwriters;
- through dealers; and
- directly by us.
We may distribute the securities from time to time in one or more
transactions at a fixed 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.
We may designate agents from time to time who will solicit offers to
purchase securities from time to time. We will identify any such agent, and any
commissions payable by the Company to such agent, in the applicable prospectus
supplement. Unless otherwise indicated in that prospectus supplement, any such
agent will be acting on a reasonable best efforts basis for the period of its
appointment. Any such agent may be deemed to be an underwriter, as that term is
defined in the Securities Act of 1933, of the securities so offered and sold.
If securities are sold by means of an underwritten offering, we will
execute an underwriting agreement with an underwriter or underwriters at the
time an agreement for that sale is reached, and we will set forth the names of
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<PAGE> 16
the specific managing underwriter or underwriters, as well as any other
underwriters, the respective amounts underwritten and the terms of the
transaction, including commissions, discounts and any other compensation of the
underwriters and dealers, if any, in the applicable prospectus supplement. If
underwriters are utilized in the sale of any securities, the underwriters will
acquire the securities for their own account and they may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined by
the underwriters at the time of sale. Either underwriting syndicates represented
by managing underwriters or one or more underwriters directly may offer
securities to you. If any underwriter or underwriters are utilized in the sale
of securities, unless otherwise indicated in the applicable prospectus
supplement, the underwriting agreement will provide that the obligations of the
underwriters are subject to certain conditions precedent and that the
underwriters with respect to a sale of that securities will be obligated to
purchase all of those securities if any are purchased.
We may grant to the underwriters options to purchase additional
securities, to cover over-allotments, if any, at the initial public offering
price (with additional underwriting commissions or discounts), as may be set
forth in the prospectus supplement relating thereto. If we grant any
over-allotment option, the terms of such over-allotment option will be set forth
in the prospectus supplement for such securities.
If a dealer is utilized in the sale of the securities in respect of
which this prospectus is delivered, the Company will sell such securities to the
dealer as principal. The dealer may then resell such securities to the public at
varying prices to be determined by such dealer at the time of resale. Any such
dealer may be deemed to be an underwriter, as such term is defined in the
Securities Act of 1933, of the securities so offered and sold. We will set forth
the name of the dealer and the terms of the transaction in the related
prospectus supplement.
We may solicit offers to purchase securities directly from
institutional investors and we may sell securities directly to institutional
investors or others. Those parties may be deemed to be underwriters within the
meaning of the Securities Act of 1933 with respect to any resale of those
securities. We will describe the terms of any such sales in the related
prospectus supplement.
If so indicated in the applicable prospectus supplement, we may
authorize agents and underwriters to solicit offers by certain institutions to
purchase securities from us at the public offering price set forth in the
applicable prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on the date or dates stated in the applicable
prospectus supplement. Such delayed delivery contracts will be subject to only
those conditions set forth in the applicable prospectus supplement. A commission
indicated in the applicable prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities pursuant to delayed delivery
contracts accepted by the Company.
Agents, underwriters and dealers may be entitled under relevant
agreements with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which such agents, underwriters and
dealers may be required to make in respect thereof.
Each series of securities will be a new issue and will have no
established trading market. We may elect to list any series of securities on an
exchange but, unless otherwise specified in the applicable prospectus
supplement, we will not be obligated to do so. We cannot assure you as to the
liquidity of the trading market for any of the securities.
Agents, underwriters and dealers may be customers of, engage in
transactions with, or perform services for, us and our subsidiaries in the
ordinary course of business.
VALIDITY OF SECURITIES
Orrick, Herrington & Sutcliffe LLP, San Francisco, California, will
pass upon the validity of the securities for us and counsel named in the
applicable prospectus supplement will pass upon the validity of the securities
for any agents, dealers or underwriters.
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EXPERTS
The financial statements incorporated in this prospectus by reference
from Golden West's Annual Report on Form 10-K for the year ended December 31,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and has
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered are estimated as follows:
<TABLE>
<S> <C>
Registration Fee ................ $184,800*
Legal fees and expenses ......... 200,000
Accounting fees and expenses..... 150,000
Printing expenses ............... 40,000
Trustee's fees and expenses..... 250,000
Miscellaneous expenses .......... 25,200
--------
Total ....................... $850,000
</TABLE>
* Does not include $103,449 previously paid in connection with the registration
of securities under a prior Registration Statement on Form S-3 (SEC File No.
33-61293)
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the Delaware Corporation Law, the
bylaws of the Company provide for indemnification of directors and officers in
certain cases. A director or officer of the Company (i) must be indemnified by
the Company for all expenses of litigation or other legal proceedings when he or
she is successful on the merits or otherwise in such litigation or proceedings,
(ii) must be indemnified by the Company for the expenses, judgments, fines and
amounts paid in settlement of litigation or proceedings (other than a derivative
action), even if he or she is not successful, if such director acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of the Company (and, in the case of a criminal proceeding, had
no reasonable cause to believe his or her conduct was not lawful), and (iii)
must be indemnified by the Company for expenses of a derivative action, even if
he or she is not successful, if such director acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company, provided that no indemnification may be made in the
case of a derivative action if the person is judged liable to the Company,
unless a court determines that, despite such adjudication but in view of the
circumstances, he or she is entitled to indemnification of such expenses.
The bylaws of the Company further provide that the Company may purchase
insurance on behalf of its directors and officers whether or not it would have
the power to indemnify them against such liability.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
1.1 -- Form of Underwriting Agreement for Senior and Subordinated Debt
Securities.
1.2 -- Form of Underwriting Agreement - Standard Provisions for Senior and
Subordinated Debt Securities.
4.1 -- Certificate of Incorporation (incorporated by reference to Exhibit
3(a) to the Company's Annual Report on Form 10-K (File No. 1-4269)
for the year ended December 31, 1990)
4.2 -- Bylaws (incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K (File No. 1-4269) for the year ended
December 31, 1997)
4.3 -- Form of Indenture (subordinated debt securities).
4.4 -- Form of Indenture (senior debt securities).
4.5 -- Form of Senior/Subordinated Floating Rate Note.
4.6 -- Form of Senior/Subordinated Fixed Rate Note.
5.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP.
12.1 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Orrick, Herrington & Sutcliffe LLP (included in
Exhibit 5.1).
</TABLE>
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<PAGE> 19
<TABLE>
<S> <C>
24.1 -- Powers of Attorney.
25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
Debt Trustee (to be filed prior to any issuance of Debt Securities).
25.2 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
Debt Trustee under the Subordinated Debt Indenture (to be filed prior to any issuance of
Debt Securities).
</TABLE>
---------------
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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement,
or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(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.
(4) 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 bona
fide offering thereof.
II-2
<PAGE> 20
(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 provisions set forth in the response
to Item 15 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 against the
registrant 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.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under Subsection (a) of Section 310 of the
Trust Indenture Act of 1939 in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act
of 1939.
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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakland, State of California, on the 12th day of
July, 2000.
GOLDEN WEST FINANCIAL CORPORATION
By: /s/ William C. Nunan
-------------------------------------
Name: William C. Nunan
Title: Group Senior Vice President
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director, Chief Executive Officer July 12, 2000
------------------------------
Herbert M. Sandler
* Director, Chief Executive Officer July 12, 2000
------------------------------
Marion O. Sandler
* President and Chief Financial Officer July 12, 2000
------------------------------
Russell W. Kettell
* Director July 12, 2000
------------------------------
Antonia Hernandez
* Director July 12, 2000
------------------------------
Louis J. Galen
</TABLE>
II-3
<PAGE> 21
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director July 12, 2000
------------------------------
Patricia A. King
* Director July 12, 2000
------------------------------
Maryellen B. Cattani
* Director July 12, 2000
------------------------------
Bernard A. Osher
* Director July 12, 2000
------------------------------
Kenneth T. Rosen
* Director July 12, 2000
------------------------------
Leslie Tang Schilling
</TABLE>
By: /s/ William C. Nunan
--------------------------------------
William C. Nunan
* Attorney-in-Fact
II-4
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
1.1 -- Form of Underwriting Agreement for Senior and Subordinated Debt
Securities.
1.2 -- Form of Underwriting Agreement - Standard Provisions for Senior and
Subordinated Debt Securities.
4.1 -- Certificate of Incorporation (incorporated by reference to Exhibit
3(a) to the Company's Annual Report on Form 10-K (File No. 1-4269)
for the year ended December 31, 1990)
4.2 -- Bylaws (incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K (File No. 1-4269) for the year ended
December 31, 1997)
4.3 -- Form of Indenture (subordinated debt securities).
4.4 -- Form of Indenture (senior debt securities).
4.5 -- Form of Senior/Subordinated Floating Rate Note.
4.6 -- Form of Senior/Subordinated Fixed Rate Note.
5.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP.
12.1 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Orrick, Herrington & Sutcliffe LLP (included in
Exhibit 5.1).
</TABLE>
