AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
OCTOBER 19, 1995
REGISTRATION NO. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GREAT WESTERN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1913457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9200 OAKDALE AVENUE, CHATSWORTH, CALIFORNIA 91311-6519
(Address of principal executive offices) (Zip Code)
TELEPHONE NUMBER (818) 775-3411
J. LANCE ERIKSON
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
GREAT WESTERN FINANCIAL CORPORATION
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311-6519
(818) 775-3411
(Name, address and telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.
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 of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans,
check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]_______
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- - - -------------------------------------------------------------------
Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be aggregate price aggregate registration
to be registered registered per unit* offering price* fee
- - - ---------------------------------------------------------------------
Common Stock, par value
$0.01 per share... 4,778,710 $ 24.625 $117,675,733.80 $40,578.12
- - - ---------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the
registration fee. The fee is calculated pursuant to
Rule 457(c) upon the basis of the average of the high and
low price for shares of Common Stock of the registrant
reported on the New York Stock Exchange composite tape on
October 16, 1995.
Pursuant to Rule 429, $6,612.37 of the registration fee was previously
paid in connection with Great Western Financial Corporation's Registration
Statement on Form S-3 (2-98811). The amount of shares of Common Stock
being carried forward is 778,710.
==========================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
==========================================================================
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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 October 19, 1995
- - - ---------------------------------------------------------------------------
PROSPECTUS
- - - ---------------------------------------------------------------------------
GREAT WESTERN FINANCIAL CORPORATION COMMON STOCK DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
GREAT WESTERN FINANCIAL CORPORATION
COMMON STOCK
($1 PAR VALUE)
To the Holders of Great Western Financial Corporation Common Stock:
We are pleased to send you this Prospectus describing the revised
Great Western Financial Corporation Common Stock Dividend Reinvestment
and Stock Purchase Plan as in effect beginning __________ 1, 1995. The
Plan provides you with a simple and convenient method to purchase additional
shares of Great Western Financial Corporation Common Stock.
Some of the significant features of the Plan are:
-- You may purchase additional shares of Common Stock at
a price that may reflect a discount of up to 2%.
-- You may make such purchases through the reinvestment
of quarterly dividends of up to $25,000 on your shares of
Common Stock. Dividends in excess of $25,000 may be reinvested
with permission of Great Western Financial Corporation
(the "Company").
-- You may also make such purchases through monthly
optional cash payments (minimum-$50) up to $5,000. Monthly
cash payments in excess of $5,000 may be made with permission
of the Company.
-- You will not be charged brokerage commissions for
purchases made under the Plan.
-- Holders of shares in broker or nominee name may
participate in the Plan.
-- Your recordkeeping will be simplified since you will
receive periodic statements of your account.
-- You may deposit shares held by you and registered in
your name into the Plan and thereby avoid the need for
safekeeping of certificates.
This Prospectus contains complete information in an easy-to-read,
question-and-answer format, and we urge you to read it carefully.
Your participation is entirely voluntary, and you may begin
or terminate your participation at any time. If you are already
enrolled in the Plan, your enrollment will be continued unless
you notify the Company otherwise. If you wish to join the Plan or
change your investment option, please complete and sign an
Authorization Form and return it to the Company.
We hope you will find this Plan to be of interest. We believe
it offers you an attractive way to increase your investment in
the Company's Common Stock.
Sincerely,
John F. Maher
President
------------------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF ANY SAVINGS BANK OR NON-BANK SUBSIDIARY OF THE
COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
BANK INSURANCE FUND, SAVINGS ASSOCIATION INSURANCE FUND OR ANY
OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------
____________ , 1995
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information........................................ 4
Documents Incorporated by Reference.......................... 4
Great Western Financial Corporation.......................... 5
Summary of Plan.............................................. 5
The Plan..................................................... 7
Purpose.................................................... 7
Participation Options...................................... 7
Advantages and Disadvantages............................... 7
Administration............................................. 8
Participation.............................................. 8
Purchases.................................................. 11
Optional Cash Payments and Reinvestment of Dividends....... 12
Costs...................................................... 15
Federal Income Tax Consequences to Participants............ 15
Reports to Participants.................................... 17
Dividends on Plan Shares................................... 18
Certificates for Shares.................................... 18
Other Information.......................................... 19
The Company's Common Stock................................... 22
Common Stock............................................... 22
Rights Plan................................................ 23
Price Range of Common Stock, Dividends and Dividend Policy... 24
Legal Opinions............................................... 26
Experts...................................................... 26
Underwriters................................................. 26
Glossary..................................................... 27
Schedule I--List of Important Dates in 1995, 1996 and 1997... 29
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange
Commission ("Commission"). Such reports, proxy and information
statements and other information, including the Registration
Statement of which this Prospectus is a part, filed by the
Company can be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, 75 Park Place, New
York, New York 10007, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition,
such reports, proxy and information statements and other
information are available for inspection at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104,
on which stock exchanges the Common Stock is listed.
------------------
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
------------------
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities
and Exchange Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December
31, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
3. Current Report on Form 8-K dated June 30, 1995.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, and prior to the termination of any offering hereunder,
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed
to be incorporated herein by reference 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 Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR
ORAL REQUEST, TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS IS
DELIVERED A COPY OF ANY OF THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE (NOT INCLUDING THE EXHIBITS TO SUCH DOCUMENTS, UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO THE COMPANY, MAIL STOP
N 11 75, 9200 OAKDALE AVENUE, CHATSWORTH, CALIFORNIA 91311-6519,
ATTENTION: SHAREHOLDER RELATIONS, TELEPHONE 1-800-GWF-8668.
<PAGE>
GREAT WESTERN FINANCIAL CORPORATION
The following discussion is a brief description of the
Company and is qualified in its entirety by reference to the
documents incorporated herein under "Documents Incorporated by
Reference". Readers of this Prospectus are encouraged to refer to
such incorporated documents for a more complete description of
the Company.
Great Western Financial Corporation is a savings and loan
holding company organized in 1955 under the laws of the state of
Delaware. The principal assets of the Company are the capital
stock of Great Western Bank, a Federal Savings Bank ("GWB",
"Great Western Bank" or "the Bank") and Aristar, Inc.
("Aristar"). GWB is a federally chartered stock savings bank and
conducts most of its retail banking through offices located in
California and Florida. Real estate lending operations are
conducted directly by the Bank or by direct subsidiaries through
offices throughout the nation. Aristar conducts consumer finance
operations in a number of states and provides direct installment
loans and related credit insurance services and purchases retail
installment contracts. The principal executive office of the
Company is located at 9200 Oakdale Avenue, Chatsworth, California
91311 and the telephone number is (818) 775-3411.
The operations of financial institutions are significantly
influenced by general economic conditions, by the related
monetary and fiscal policies of the federal government, and by
the regulatory policies of financial institution regulatory
authorities. Deposit flows and cost of funds are influenced by
interest rates on competing investments and general market rates
of interest. Lending and other investment activities are
affected by the demand for mortgage financing and consumer and
other types of loans, which in turn are affected by the interest
rates at which such financing may be offered and other factors
affecting the supply of housing and the availability of funds.
The Company is a legal entity separate and distinct from the
Bank. The principal source of the Company's revenues on an
unconsolidated basis has been dividends, interest and management
fees from GWB. Dividends from Aristar continue to be a source of
revenue to the Company. Various statutory and regulatory
restrictions and tax considerations limit, directly or
indirectly, the amounts that may be paid by the Bank. Should GWB
distribute dividends in excess of the amount of its available
earnings and profits (as determined for federal income tax
purposes), such excess would be subject to federal income tax.
Management believes, after taking into consideration all of the
foregoing restrictions and requirements, that the Bank and
Aristar will continue to be able to pay dividends to the Company
without adverse tax consequences. In addition, certain debt
agreements of GWB and Aristar provide for the maintenance of
minimum levels of equity.
SUMMARY OF PLAN
The following summary description of the Company's Common
Stock Dividend Reinvestment and Stock Purchase Plan (the "Plan")
is qualified by reference to the full text of the Plan which is
set forth below. Terms used in the summary have the meanings
attributed to them in the Plan. See "Glossary."
PURPOSE OF PLAN The Plan provides owners of Common
Stock with a convenient and
economical method of investing cash
dividends paid on Common Stock and
optional cash payments in
additional shares of Common Stock
which may be at a discount from the
market price and without payment of
any brokerage commission or service
charge.
PURCHASE PRICE The price to be paid for shares of Common
Stock purchased under the Plan will be a
price reflecting an initial discount of 2%
(subject to change at any time at the
discretion of the Company) from the market
price for reinvestment of cash dividends not
exceeding $25,000 and optional cash payments
not exceeding $5,000 (as determined in
accordance with the provisions of the Plan),
and a discount of 0-2% (the "Waiver
Discount") from the market price for
reinvestment of dividends exceeding $25,000
and optional cash payments exceeding $5,000.
The Plan provides that shares to be offered may be
either newly issued shares or shares purchased on
the open market. The Purchase Price under the
Plan, for newly issued shares, is the average of
the daily high and low sales prices of the Common
Stock on the New York Stock Exchange (the "NYSE")
during a Pricing Period consisting of the twelve
Trading Days preceding the Investment Date, less
any discount then applicable under the Plan,
provided that for reinvestment of dividends
exceeding $25,000 and optional cash payments
exceeding $5,000, if permitted by the Company, if
the Threshold Price (as hereafter defined) is not
satisfied for a Trading Day of the Pricing Period
(or there are no trades of Common Stock reported
on the NYSE for such Trading Day), then that
Trading Day and the trading prices for that day
will be excluded from the Pricing Period and the
determination of the Purchase Price. The Purchase
Price under the Plan for shares purchased on the
open market is the weighted average price paid for
such shares. No discount will be applicable to
shares purchased on the open market.
PLAN LIMITATIONS Dividends which may be reinvested are
subject to a limitation of $25,000 per
dividend payment date and optional cash payments
which may be invested are subject to a
minimum of $50 and a maximum of $5,000
per month. Reinvestment of dividends in
excess of $25,000 and optional cash
payments in excess of $5,000 may be made
pursuant to a written Request for Waiver
accepted by the Company. Optional cash
payments of less than $50 and that
portion of any optional cash payment
which exceeds the applicable maximum
monthly limit, unless such limit has
been waived, are subject to return to
the Participant, without interest.
Dividends in excess of $25,000, unless
such limit has been waived, will be paid
in cash.
With respect to optional cash payments
and dividends which may be reinvested by
Participants who obtain Waivers, the
Company will establish a minimum price
applicable to the purchase of Common
Stock (the "Threshold Price") two
business days prior to the Record Date.
The Waiver Discount, which may vary each
month between 0 and 2%, will be
established in the Company's sole
discretion after a review of the current
market conditions, the extent and nature
of a Participant's prior participation
in the Plan and current and projected
capital needs. For each Trading Day of
the related twelve-day Pricing Period on
which the Threshold Price is not
satisfied, one-twelfth of such
Participants' optional cash payments
will be returned without interest and
one-twelfth of such Participants'
dividends to be reinvested in additional
shares of Common Stock will be paid in
cash. Optional cash payments and the
reinvestment of dividends in additional
shares of Common Stock by other
Participants who do not need to obtain
Waivers will not be subject to the
Threshold Price or the Waiver Discount.
REQUEST FOR WAIVER In deciding whether to approve a Request
for Waiver, the Company will consider
relevant factors including, but not
limited to, whether it is then selling
authorized but unissued or treasury
shares of Common Stock under the Plan or
acquiring shares for the Plan through
open market purchases or privately
negotiated transactions, the Company's
need for additional funds, the
attractiveness of obtaining such
additional funds by the sale of Common
Stock in comparison to other sources of
funds, the Purchase Price likely to
apply to any sale of Common Stock, the
Participant submitting the request, the
extent and nature of such Participant's
prior participation in the Plan, the
number of shares of Common Stock held of
record by such Participant and the
aggregate amount of such dividends and
optional cash payments in excess of the
allowable maximum amounts for which
requests have been submitted by all
Participants. If such requests are
submitted for any Investment Date for an
aggregate amount in excess of the amount
the Company is then willing to accept,
the Company may honor such requests in
order of receipt, pro rata or by any
other method which the Company
determines to be appropriate.
The Company has no arrangements or understandings,
formal or informal, with any person relating to
the distribution of shares to be received pursuant
to the Plan. Broker-dealers, financial
intermediaries and other persons who acquire
shares of Common Stock through the Plan and resell
them shortly after acquiring them may be
considered to be underwriters within the meaning
of the Securities Act of 1933 (the "Securities
Act"). The Company expects certain of such persons
will acquire shares of Common Stock pursuant to
the Plan and resell such shares in order to obtain
the financial benefit of any discount then being
offered under the Plan. As of October 15, 1995,
there were 778,710 shares of Common Stock
authorized to be issued and registered under the
Securities Act for offering pursuant to the Plan
and 4,000,000 additional shares of Common Stock
are being authorized and registered hereunder.
Because the Company currently expects to continue
the Plan indefinitely, it expects to authorize for
issuance and register under the Securities Act
additional shares from time to time as necessary
for purposes of the Plan. See "Plan of
Distribution."
THE PLAN
The following questions and answers explain and constitute
the Great Western Financial Corporation Common Stock Dividend
Reinvestment and Stock Purchase Plan ("Plan"), as in effect
beginning __________, 1995.
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide eligible
holders of shares of Common Stock with a convenient and
economical method of investing cash dividends and optional cash
payments in additional shares of Common Stock without payment of
any brokerage commissions or service charge in connection with
purchases. Purchases of shares directly from the Company
pursuant to the Plan will provide the Company with additional
funds for general corporate purposes.
PARTICIPATION OPTIONS
2. What options are available under the Plan?
If you are an eligible holder of Common Stock and wish to
become a participant in the Plan (a "Participant"), you may have
dividends on all or a portion of your shares of Common Stock
automatically reinvested. You may not, however, have dividends in
excess of $25,000 reinvested on any dividend payment date without
the prior written approval of the Company. If you wish, you may
also make optional cash payments to purchase Common Stock,
subject to a minimum per month of $50 and a maximum per month of
$5,000. The Company may permit greater optional cash payments.
(See Question 15.) You may make optional cash payments even if
the dividends on your shares of Common Stock are not being
reinvested.
ADVANTAGES AND DISADVANTAGES
3. What are the advantages and disadvantages of the Plan?
Advantages
(A) Subject to the minimum and maximum amounts set forth in
Question 2, the Plan provides you with the opportunity to
reinvest your Common Stock dividends automatically in additional
shares of Common Stock and to make monthly optional cash payments
to purchase Common Stock, at a discount initially of two percent,
except as otherwise described herein. (See Question 13.) The
Company in its discretion may at any time eliminate or change the
discount effective immediately.
(B) You pay no brokerage commissions in connection with your
purchases under the Plan. (See Question 20.)
(C) Your dividends and any optional cash payments will be
fully invested because the Plan permits fractional shares to be
credited to your Plan account. Dividends on such fractional
shares, as well as on whole shares, will be reinvested in
additional shares and such shares will be credited to your Plan
account. (See Question 11.)
(D) You will avoid the need for safekeeping of stock
certificates for shares credited to your Plan account. (See
Questions 4 and 26.)
(E) You may submit Common Stock certificates held by you and
registered in your name for safekeeping within the Plan. (See
Question 4.)
(F) Participants who are Registered Owners may direct the
Administrator to sell or transfer all or a portion of the
Participants' shares held in the Plan. (See Questions 20, 28, 39
and 40).
(G) Periodic statements reflecting all current activity,
including purchases and latest balance, will simplify
recordkeeping for Registered Owners. (See Question 24.)
Disadvantages
(A) Participants will not know the actual number of shares
purchased until after the Pricing Period. (See Question 11.)
(B) The Purchase Price paid may exceed the price at which
shares are trading on the Investment Date when the shares are
issued. (See Question 13.)
(C) Execution of sales of shares held in the Plan may be
subject to delay. (See Question 28.)
(D) No interest will be paid on funds held by the Company
pending reinvestment or investment. (See Questions 12, 17 and
18.)
(E) Shares deposited in a Plan account may not be pledged.
(See Question 34.)
(F) That portion of optional cash payments in excess of the
applicable monthly maximum limit for which a Waiver has not been
obtained will not be returned until after the end of the Pricing
Period. (See Questions 15 and 18.)
ADMINISTRATION
4. Who administers the Plan for Participants?
Harris Trust Company of California (the "Administrator")
currently administers the Plan, keeps records, sends statements
of account to you and performs other duties related to the Plan.
Shares purchased for you through the Plan or deposited by you for
safekeeping in the Plan (collectively "Plan Shares") will be
registered and held in the name of the Administrator as agent
until a written request is received from you for the sale of or
issuance of certificates for all or part of your Plan Shares.
(See Question 26.) The Administrator also acts as dividend
disbursing and transfer agent for the Common Stock. The Company
may appoint a different administrator for the Plan at any time.
PARTICIPATION
5. Who is eligible to participate?
You are an eligible holder of Common Stock and may therefore
participate in the Plan if you qualify as either of the
following: (a) you are a shareholder whose shares of Common Stock
are registered on the stock transfer books of the Company in your
name (a "Registered Owner") or (b) you are a shareholder who has
beneficial ownership of shares of Common Stock that are
registered in a name other than your name (e.g., in the name of a
broker, bank or other nominee) (a "Beneficial Owner"). A
Registered Owner may participate in the Plan directly. If you are
a Beneficial Owner, you must either become a Registered Owner by
having such shares transferred into your own name, or make
arrangements with your broker, bank or other nominee to
participate in the Plan on your behalf. The Company reserves the
right to exclude from participation in the Plan persons who
utilize the Plan to engage in short-term trading activities which
cause aberrations in the composite trading volume of Common
Stock.
You are not eligible to participate in the Plan if you
reside in a jurisdiction in which it is unlawful for the Company
to permit your participation.
6. Is partial participation possible under the Plan?
Yes. If you elect to have dividends on your shares of
Common Stock reinvested under the Plan, such reinvestment may be
made with respect to any number of shares of Common Stock which
are registered in your name, subject to the maximum limit of
$25,000, unless waived. In addition, a broker, bank or nominee
holding Common Stock for more than one Beneficial Owner may
participate in the Plan on behalf of less than all such
Beneficial Owners. Dividends on all Plan Shares, however, will
be automatically reinvested, subject to the maximum limit of
$25,000.
7. How does an eligible holder of Common Stock participate or
change options under the Plan?
If you are a Registered Owner of Common Stock, you may join
the Plan by signing an Authorization Form and returning it to:
Harris Trust and Savings Bank
Dividend Reinvestment Department
P. O. Box A3309
311 West Monroe Street, 11th Floor
Chicago, Illinois 60690
(Telephone: 1-800-554-3406)
An Authorization Form may be obtained at any time by request to
the Administrator at the same address. Once enrolled in the Plan,
you will continue to be enrolled without further action on your
part. You may change your investment option at any time by
completing, signing and returning a new Authorization Form to the
Administrator. If your shares are registered in more than one
name (e.g., joint tenants, trustees, etc.), all Registered
Owners, including fiduciaries, must sign the Authorization Form
exactly as their names appear on the account registration.
If you are a Beneficial Owner who wishes to participate in
the Plan, you must instruct the broker, bank or nominee in whose
name your shares are registered to complete and sign the
Authorization Form and return it to the Administrator. In certain
situations where the broker, bank or nominee holds shares of a
Beneficial Owner in the name of a securities depository, a Broker
and Nominee Form ("B/N Form") may be required to participate in
the Plan. (See Question 14.)
If you are a current Participant in the Plan and wish to
continue in the Plan, you do not need to complete and return a
new Authorization Form unless you wish to change your investment
option.
8. When may an eligible shareholder join the Plan?
An eligible holder of Common Stock may join the Plan at any
time. Reinvestment of dividends will start with the next
dividend payment date after receipt of an Authorization Form,
provided it is received by the Administrator on or before the
record date for that dividend; otherwise, reinvestment of
dividends will begin with the next following dividend payment
date. See Questions 14 and 17 for information on making an
optional cash payment and the timing of such payment.
The Board of Directors normally considers dividend action on
the fourth Tuesday of each January, April, July and October, with
record dates for such dividends in the months of February, May,
August and November. The dividend payment dates normally occur on
the last business day of February, May, August and November. The
attached Schedule I shows the expected dates for 1995, 1996 and
1997 (the actual dates will be determined by the Board).
You will remain a Participant in the Plan until you withdraw
from the Plan or the Plan is terminated. (See Question 28
regarding withdrawal from the Plan and Question 45 regarding
termination of the Plan.)
9. What does the Authorization Form provide?
The Authorization Form appoints the Administrator as your
agent for purposes of the Plan. It also directs the Administrator
to apply to the purchase of additional shares of Common Stock,
subject to the applicable maximum limit, all of the cash
dividends on (i) the number of shares of Common Stock held by you
on the applicable record date and designated by you to be
included in the Plan and (ii) all whole and fractional shares of
Common Stock which have been credited to your Plan account
through the reinvestment of dividends, purchases with optional
cash payments and through certificate deposit. The Authorization
Form also directs the Administrator, subject to the applicable
maximum limit, to purchase additional shares of Common Stock with
any optional cash payments that may be made by you and to
reinvest automatically all subsequent cash dividends on Plan
Shares, subject to the applicable maximum limit. Cash dividends
will continue to be reinvested on all Plan Shares until you
withdraw from the Plan or the Plan is terminated, subject to the
maximum limit of $25,000. No dividend payable in any manner other
than cash will be reinvested pursuant to the Plan. (See Questions
41 and 42 concerning stock dividends, stock splits and rights
offerings.)
The Authorization Form provides for the purchase of
additional shares of Common Stock through the following
investment options, subject in each case, to the applicable
maximum and minimum limits:
(A) "Full Dividend Reinvestment"
This option directs the Administrator to invest in
accordance with the Plan cash dividends on all shares of
Common Stock held by you and on all whole and fractional
Plan Shares. This option also permits you to make optional
cash payments and directs the Administrator to apply such
payments to the purchase of additional shares of Common
Stock in accordance with the Plan.
(B) "Partial Dividend Reinvestment"
This option directs the Administrator to invest in
accordance with the Plan cash dividends on that number of
whole shares of Common Stock held by you which are
designated in the appropriate space on the Authorization
Form and on all whole and fractional Plan Shares. This
option also permits you to make optional cash payments and
directs the Administrator to apply such payments to the
purchase of additional shares of Common Stock in accordance
with the Plan.
(C) "Optional Cash Payments Only"
This option permits you to make optional cash payments
and directs the Administrator to apply such payments to the
purchase of additional shares of Common Stock in accordance
with the Plan. If this option is selected, you will continue
to receive cash dividends on shares held by you, and the
Administrator will apply only optional cash payments
received for the purchase of additional Common Stock. Once
purchased pursuant to the Plan, additional shares of Common
Stock will be credited to your Plan account and will be
considered Plan Shares. As Plan Shares, the cash dividends
on such shares will be automatically reinvested in
additional shares of Common Stock, subject to the maximum
limit of $25,000. If you wish to receive payment of cash
dividends on Plan Shares, you must withdraw such shares from
the Plan by written notification to the Administrator at the
address set forth in Question 7.
IF YOU RETURN AN AUTHORIZATION FORM BUT MAKE NO SELECTION,
YOU WILL BE ENROLLED AS HAVING SELECTED FULL DIVIDEND
REINVESTMENT. In all cases, cash dividends on all Plan Shares
will be reinvested in accordance with the Plan, including cash
dividends on such shares purchased with optional cash payments.
PURCHASES
10. How are shares of Common Stock purchased under the Plan?
The Administrator will apply reinvested dividends and
optional cash payments to purchase shares of Common Stock for
Participants directly from the Company, through open market
purchases or through privately negotiated transactions.
Shares purchased directly from the Company will consist of
authorized but unissued shares or shares held in the Company's
Treasury account. In the event that shares are not purchased from
the Company, the Administrator will purchase shares for
Participants on any securities exchange where the Common Stock is
traded, in the over-the-counter market or in privately negotiated
transactions. Neither the Company nor any Participant shall have
any authority or power to direct the time or price at which
shares may be purchased on the open market, or the selection of
the broker or dealer through or from whom purchases are to be
made.
11. How many shares will be purchased for Participants?
The number of shares that will be purchased for your account
will depend on the amount of any dividends and any optional cash
payments and the applicable Purchase Price of Common Stock. (See
Question 13.) Your Plan account will be credited with the number
of shares (including any fractional share computed to four
decimal places) that results from dividing the amount of
dividends and any optional cash payment to be invested for you by
the applicable Purchase Price. The amount of dividends for
purposes of this computation will include cash dividends paid on
the shares of Common Stock held by you with respect to which you
are participating and all Plan Shares in your Plan account,
whether purchased with reinvested dividends or with your optional
cash payments or deposited by you for safekeeping, subject to the
applicable maximum limits.
The Plan will not affect the Company's dividend policy for
Common Stock nor does it constitute a guarantee of future
dividends. Such dividend policy and the amount of dividends, if
any, will continue to be determined by the Board of Directors
based primarily upon the financial condition and results of
operations of the Company.
12. When will shares of Common Stock be purchased under the Plan?
If the Company is then selling authorized but unissued or
treasury shares, dividends and optional cash payments will be
reinvested or invested, as the case may be, on the dividend
payment date during a month in which a cash dividend is paid (see
Question 8) and, in any other month, will be the last calendar
day of such month (in either case, the "Investment Date").
However, if either the dividend payment date or such last day
falls on a date when the NYSE is closed, the Investment Date will
be the first day on which the NYSE is open following such date.
If shares are acquired for the Plan through open-market or
privately negotiated transactions, for the purpose of making
purchases, all dividends and all optional cash payments will be
applied to the purchase of Common Stock pursuant to the Plan as
soon as practicable on or after the applicable Investment Date.
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE COMPANY
PENDING REINVESTMENT, INVESTMENT OR RETURN.
13. At what price will shares of Common Stock be purchased under
the plan?
Shares purchased directly from the Company under the Plan
with reinvested dividends and optional cash payments will be
acquired at a price to you, computed to four decimal places,
obtained by averaging the daily high and low sales prices of
Common Stock on the NYSE for the twelve Trading Days (as defined
below) immediately preceding the relevant Investment Date and
subtracting from such average the appropriate discount then
applicable under the Plan provided that for reinvestment of
dividends exceeding $25,000 and optional cash payments exceeding
$5,000, if permitted by the Company, if the Threshold Price is
not satisfied for a Trading Day of the Pricing Period, then that
Trading Day and the trading prices for that day will be excluded
from the Pricing Period and the determination of the Purchase
Price. A day will also be excluded from the Pricing Period and
the determination of Purchase Price if there are no trades of
common stock on the NYSE for such day. (See Question 15) A
"Trading Day" means a day on which trades of the Common Stock are
reported on the NYSE and the period encompassing the twelve
Trading Days immediately preceding a relevant Investment Date is
the relevant "Pricing Period".
Shares purchased under the Plan through open-market
purchases or privately-negotiated transactions with either
reinvested dividends or optional cash payments will be acquired
as soon as practicable on or after the applicable Investment Date
at a price to you, computed to four decimal places, of the
weighted average price paid for such shares by the Administrator.
No discount will be applicable to shares purchased in the open
market or in privately negotiated transactions. (See Question 15
for a discussion of the Threshold Price limit applicable to
optional cash purchases and to reinvestment of dividends and the
Waiver Discount applicable to optional cash purchases for
Participants who have obtained a Waiver.)
OPTIONAL CASH PAYMENTS AND REINVESTMENT OF DIVIDENDS
14. How do optional cash payments work?
Each month, the Company will apply any optional cash payment
in good funds timely received from you to the purchase of Common
Stock for your account on the relevant Investment Date or, if
shares are acquired through open-market or privately negotiated
transactions, as soon as practicable on or after the Investment
Date. (See Question 17 and Schedule I regarding the key dates for
optional cash payments and the timely receipt of such payments.)
All Registered Owners of Common Stock, including brokers,
banks and nominees with respect to shares registered in their
name on behalf of a Beneficial Owner (discussed below), who have
submitted a signed Authorization Form are eligible to make
optional cash payments at any time. A broker, bank or nominee, as
holder on behalf of a Beneficial Owner, may utilize an
Authorization Form for optional cash payments unless it holds the
shares in the name of a securities depository. In the event a
broker, bank or nominee holds shares of a Beneficial Owner in the
name of a securities depository, optional cash payments must be
accompanied by a Broker and Nominee form ("B/N Form").
The B/N Form provides the sole means whereby a broker, bank
or other nominee holding shares on behalf of a Beneficial Owner
in the name of a securities depository may invest optional cash
payments on behalf of such Beneficial Owner. In such case, the
broker, bank or other nominee must use a B/N Form for
transmitting optional cash payments on behalf of the Beneficial
Owner. A B/N Form must be delivered to the Administrator at the
address specified in Question 7 each time that such broker, bank
or other nominee transmits optional cash payments on behalf of a
Beneficial Owner. B/N Forms will be furnished by the
Administrator upon request.
Optional cash payments may not be withdrawn except as
provided in the Plan. (See Question 18.)
15. What are the limitations on reinvestment of dividends and
optional cash payments and how are waivers obtained?
Minimum/Maximum Limits. For any dividend payment date, the
amount of dividends that may be reinvested in additional shares
of Common Stock is limited to $25,000. For any Investment Date,
your optional cash payments are subject to a minimum of $50 and a
maximum of $5,000. See Questions 12 and 17 regarding the
determination of Investment Dates for optional cash payments.
Optional cash payments of less than $50 and that portion of any
optional cash payment which exceeds the allowable monthly maximum
amount will be returned to you without interest, except as noted
below. Dividends in excess of $25,000, unless the limit is
waived, will be paid in cash.
Request for Waiver. Reinvestment of dividends in excess of
$25,000 and optional cash payments in excess of $5,000 may be
made pursuant to a Request for Waiver accepted by the Company. If
you wish to reinvest dividends in excess of $25,000 for any
dividend payment date or to submit an optional cash payment in
excess of $5,000 for any Investment Date, you must obtain the
prior written approval of the Company and a copy of such written
approval must accompany any such optional cash payment. Requests
for such approval should be directed to the Company at (818)
775-3772. It is solely within the Company's discretion as to
whether any such approval for the reinvestment of dividends or
optional cash payments in excess of the allowable maximum amounts
will be granted. In deciding whether to approve such a request,
the Company will consider relevant factors including, but not
limited to, whether it is then selling authorized but unissued or
treasury shares of Common Stock under the Plan or acquiring
shares for the Plan through open market purchases or privately
negotiated transactions, the Company's need for additional funds,
the attractiveness of obtaining such additional funds by the sale
of Common Stock by comparison to other sources of funds, the
Purchase Price likely to apply to any sale of Common Stock, the
Participant submitting the request, the extent and nature of such
Participant's prior participation in the Plan, the number of
shares of Common Stock held of record by such Participant and the
aggregate amount of such dividends and optional cash payments in
excess of the allowable maximum amounts for which requests have
been submitted by all Participants. If such requests are
submitted for any Investment Date for an aggregate amount in
excess of the amount the Company is then willing to accept, the
Company may honor such requests in order of receipt, pro rata or
by any other method which the Company determines to be
appropriate.
Threshold Price. Notwithstanding anything contained herein
to the contrary, the Company will establish for each Pricing
Period a minimum price applicable to the purchase of Common Stock
with optional cash payments exceeding $5,000 and to reinvestment
of dividends exceeding $25,000. (the "Threshold Price"). The
Threshold Price, if any, will be established by the Company two
business days prior to the Record Date. The Threshold Price will
be established at the Company's sole discretion after a review of
current market conditions and other relevant factors. You may
obtain the Threshold Price by telephoning the Company at (818)
775-8110. The Threshold Price will be a stated dollar amount that
the average of the high and low sale prices on the NYSE for a
Trading Day of the Pricing Period must equal or exceed. In the
event that the Threshold Price is not satisfied for a Trading Day
of the Pricing Period, then that Trading Day and the trading
prices for that day will be excluded from the Pricing Period and
the determination of the Purchase Price. A day will also be
excluded from the Pricing Period and the determination of the
Purchase Price if there are no trades of Common Stock reported on
the NYSE for such day. Thus, for example, if the Threshold Price
is not satisfied for three of the twelve Trading Days, then the
Purchase Price will be based upon the remaining nine Trading Days
for which the Threshold Price was satisfied.
Waiver Discount and Threshold Price Limit. Each month two
business days prior to the Record Date, the Company will
establish the Threshold Price, if any, applicable to Participants
who obtain Waivers. The Waiver Discount, which may vary each
month between 0% and 2%, will be established in the Company's
sole discretion after a review of current market conditions, the
level of participation and current projected capital needs.
Each Trading Day of a Pricing Period for which the Threshold
Price is not satisfied or each day for which there are no trades
of Common Stock reported on the NYSE will cause the return of a
portion of the optional cash payment of Participants who have
obtained Waivers and one-twelfth of such Participants' dividends
will be paid in cash. The returned amount will equal one-twelfth
of the total amount of the optional cash payment and dividends to
be reinvested for each Trading Day that the Threshold Price is
not satisfied or for each day no such sales are reported. Thus,
for example, if the Threshold Price is not satisfied or no such
sales are reported for three Trading Days, 3/12 (i.e., 25%) of
the optional cash payments will be returned without interest to
such Participants and 3/12 (25%) of dividends to be reinvested
for such Participants will be paid in cash.
16. What if a Participant has more than one account?
For the purpose of the limitations discussed in Question 15,
the Company may aggregate all reinvested dividends and optional
cash payments for Participants with more than one account using
the same Social Security or Taxpayer Identification Number.
Persons who are unable to supply a Social Security or Taxpayer
Identification Number will not be permitted to participate in the
Plan.
Also for the purpose of such limitations, all Plan accounts
which the Company believes to be under common control or
management or to have common ultimate beneficial ownership may be
aggregated. Unless the Company has determined that reinvestment
of dividends and investment of optional cash payments for each
such account would be consistent with the purposes of the Plan,
the Company will have the right to aggregate all such accounts
and to return, without interest, within 30 days of receipt, any
amounts in excess of the investment limitations applicable to a
single account received in respect of all such accounts and to
pay in cash dividends in excess of $25,000 payable on Common
Stock held in all such accounts. (See Question 15.)
17. What are the important dates to remember for optional cash
payments?
Optional cash payments are invested each month. For optional
cash payments made in a monthly period when dividends are paid,
the Record Date and Investment Date are the same as those for
dividend reinvestments; for optional cash payments made in a
monthly period when dividends are not paid, the record date will
be two business days immediately preceding the first day of the
Pricing Period and the Investment Date will be the last calendar
day of the month, except that if either the dividend payment date
or such last day falls on a date when the NYSE is closed, the
first day on which the NYSE is open following such date shall be
the Investment Date. (See Questions 8 and 12.)
See the attached Schedule I for the important dates expected
to be applicable for Plan participation in 1995, 1996 and 1997.
THE COMPANY MUST BE IN RECEIPT OF GOOD FUNDS ON OR BEFORE
THE BUSINESS DAY IMMEDIATELY PRECEDING THE FIRST DAY OF THE
RELATED PRICING PERIOD IN ORDER FOR SUCH FUNDS TO BE INVESTED ON
THE NEXT INVESTMENT DATE. NO INTEREST WILL BE PAID BY THE COMPANY
ON OPTIONAL CASH PAYMENTS OR DIVIDENDS HELD PENDING INVESTMENT.
THEREFORE, ALTHOUGH OPTIONAL CASH PAYMENTS MAY BE MADE AT ANY
TIME, IT IS SUGGESTED YOU TRANSMIT SUCH PAYMENTS SHORTLY BEFORE A
PRICING PERIOD. Payments may be made by check or money order made
payable to "Harris Trust and Savings Bank." Other forms of
payment may be made, but only if approved in writing in advance
by the Company.
In order for optional cash payments to be invested on the
Investment Date, in addition to the receipt of good funds, the
Company must be in receipt of an Authorization Form or a B/N
Form, as appropriate. (See Questions 7 and 14.)
18. Under what circumstances will optional cash payments be
returned?
Since optional cash payments must be received by the Company
by the close of business on the business day immediately
preceding the first day of a Pricing Period, any payments
received after such day but before the related Investment Date
will be promptly returned to you without interest.
Optional cash payments of less than $50 and that portion of
any optional cash payment which exceeds the allowable maximum
amount will be returned promptly without interest. (See Question
15 regarding minimum/maximum monthly purchase limits and the
return of payments if those limits are not satisfied). In
addition, a portion of each optional cash payment received from a
Participant who has obtained a Waiver will be returned for each
Trading Day of the applicable Pricing Period that does not meet
the Threshold Price or for which there are no trades in Common
Stock reported on the NYSE. See Question 15 regarding Threshold
Price and the return of such payments if the Threshold Price is
not satisfied.
19. Under what circumstances will dividends not be reinvested?
Dividends will not be reinvested on shares of Common Stock
held by you which are not designated for reinvestment in the
appropriate spaces on the Authorization Form. Dividends will not
be reinvested in excess of $25,000, unless a Waiver is obtained.
In addition if a Waiver is obtained, a portion of dividends will
not be reinvested for each Trading Day of the applicable Pricing
Period that does not exceed the Threshold Price or for which
there are no trades in Common Stock on the NYSE. (See Questions
9 and 15.)
COSTS
20. Are there any expenses to Participants in connection with
purchases or sales under the Plan?
There are no brokerage commissions charged to you upon the
purchase of shares. See Question 21 regarding certain tax
consequences. If, however, you request the Administrator to sell
your Plan Shares, any brokerage commission and any applicable
taxes incurred will be deducted from the proceeds of that sale
paid to you.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
21. What are the Federal income tax consequences of participation
in the Plan?
Dividend Reinvestment. A Participant in the Plan will be
treated for Federal income tax purposes as having received, on
the Investment Date, a dividend in an amount equal to the fair
market value on such Investment Date of the shares acquired with
reinvested dividends. The fair market value of the shares
acquired will be equal to 100 percent of the average of the high
and low sales prices of Common Stock as reported on the New York
Stock Exchange composite tape on the Investment Date. The fair
market value on the Investment Date may differ from the Purchase
Price. The tax basis of shares acquired with reinvested dividends
will equal the fair market value on the Investment Date of such
shares.
Optional Cash Payments. A Participant in the Plan will be
treated for Federal income tax purposes as having received, on
the Investment Date, a dividend equal to the excess, if any, of
the fair market value on such Investment Date of the shares
acquired with an optional cash payment over the amount of the
optional cash payment. The fair market value of shares acquired
with an optional cash payment under the Plan will be equal to 100
percent of the average of the high and low sales prices of Common
Stock as reported on the New York Stock Exchange composite tape
on the Investment Date. The fair market value on the Investment
Date may differ from the Purchase Price. The tax basis of shares
acquired with an optional cash payment will equal the amount of
the optional cash payment plus the excess, if any, of the fair
market value of the shares purchased over the amount of the
optional cash payment.
Additional Information. A Participant's holding period for
shares acquired pursuant to the Plan will begin on the day
following the Investment Date.
A Participant's dividend income will include any brokerage
commissions which are not paid by the Participant but which are
incurred by the Company in connection with open-market or
privately negotiated purchases of Common Stock on behalf of the
Participant. A Participant's basis in the shares so purchased
will be increased by the amount of any brokerage commissions
included in the dividend income of the Participant.
A Participant will not realize any taxable income upon
receipt of certificates for whole shares credited to the
Participant's account, either upon the Participant's withdrawal
of certain of those shares or upon withdrawal from participation
in, or termination of, the Plan. Gain or loss will be recognized,
however, when the Participant sells or exchanges shares
previously received. A Participant must recognize gain or loss
upon receipt of a cash payment for a fractional share equivalent
credited to the Participant's account upon withdrawal from
participation in, or termination of, the Plan. In either event,
the amount of gain or loss will be the difference between the
amount that the Participant received for the shares or fractional
share equivalent and the tax basis therefor.
In the case of corporate shareholders, dividends may be
eligible for the dividends-received deduction.
The following examples may be helpful to illustrate the
Federal income tax consequences of both the reinvestment of
dividends and purchases with optional cash payments. The examples
assume the fair market value on the Investment Date of the shares
of Common Stock to be greater than the Purchase Price. The
examples also assume the shares of Common Stock are shares
purchased directly from the Company under the Plan and that the
applicable discount is two percent.
<TABLE>
<S> <C> <C>
EXAMPLE 1--DIVIDEND REINVESTMENT
Cash dividends reinvested........................... $ 100.00
Assumed price per share during the Pricing Period*.. $20.00
Less: 2% discount per share......................... ( .40)
-------
Purchase Price per share............................ $19.60
Number of shares purchased ($100.00/$19.60)......... 5.102
Assumed fair market value per share on the Investment
Date*............................................... $21.00
Total taxable dividend resulting from transaction
($21.00 X 5.102)..................................... $ 107.14
========
EXAMPLE 2--OPTIONAL CASH PAYMENT
Optional cash payment............................... $ 100.00
Assumed price per share during the Pricing Period*.. $20.00
Less: 2% discount per share......................... ( .40)
-------
Purchase Price per share............................ $19.60
Number of shares purchased ($100.00/$19.60)......... 5.102
Assumed fair market value per share on the Investment
Date*............................................... $21.00
Fair market value of shares received ($21.00 X 5.102) $ 107.14
Less: Optional cash payment.......................... (100.00)
--------
Total taxable dividend resulting from transaction.... $ 7.14
========
- - - ---------
Footnotes
* These amounts are assumed for illustrative purposes only,
and will vary with the market price of the Common Stock.
</TABLE>
The foregoing summary is based upon an interpretation of
current Federal income tax law including published rulings of the
Internal Revenue Service. The Company intends to follow the
published rulings and report taxable dividends to shareholders
resulting from discounts on optional cash payments as outlined in
Examples 1 and 2 above. However, Participants should be aware
that the Internal Revenue Service has taken a position in a
recent private letter ruling that a shareholder who does not
reinvest dividends in a dividend reinvestment plan may not
realize taxable dividend income as a result of a discount on an
optional cash payment. Participants should consult their own tax
advisors to determine particular tax consequences, including
state, local and foreign tax consequences, which may result from
participation in the Plan and any subsequent disposal of shares
acquired pursuant to the Plan.
22. How are income tax withholding provisions applied to
Participants in the Plan?
If you, as a Participant in the Plan, fail to provide and
certify your Federal Taxpayer Identification Number or Social
Security number to the Administrator, you may be subject to a
withholding tax on dividend income, proceeds from the sale of a
fractional share equivalent and proceeds from the sale of shares
held in the Plan. If withholding is required on dividend income,
the Administrator will reinvest dividends net of the amount of
tax withheld.
23. How are income tax withholding provisions applied to foreign
shareholders?
The amount of dividends to be reinvested for foreign
Participants whose dividends are subject to withholding is
reduced by the tax withheld.
Optional cash payments received from foreign Participants
must be in United States dollars and are invested the same way as
such payments from other Participants. Any fees deducted by a
bank will result in a smaller net investment.
REPORTS TO PARTICIPANTS
24. What reports will be sent to Participants in the Plan?
As soon as practical after each purchase of Common Stock
under the Plan for your account, a statement of account will be
mailed to you, normally within ten business days following the
Investment Date. These statements are your continuing record of
current activity and the cost of purchases for your account and
should be retained for tax purposes. In addition, you will
receive copies of communications sent to all holders of Common
Stock, including the Great Western Financial Corporation Annual
Report and the Company's Notice of Annual Meeting of Stockholders
and Proxy Statement. You will receive information needed for
reporting your dividend income for Federal income tax purposes.
The number of shares credited to your Plan account will be shown
on each periodic statement of your account. A prepaid fee of
$10.00 for each year for which information is requested, up to a
maximum of $50.00, must accompany any request for cost basis or
sales information concerning your Plan Shares. In order to avoid
having to pay the fee, you should retain the statements of
account sent to you by the Administrator.
ALL CORRESPONDENCE AND NOTICES TO YOU WILL BE SENT TO YOU AT
YOUR LAST ADDRESS OF RECORD WITH THE ADMINISTRATOR UNDER THE
PLAN. YOU SHOULD NOTIFY THE ADMINISTRATOR PROMPTLY IN WRITING OF
ANY CHANGE OF ADDRESS. (SEE QUESTION 7 FOR THE ADMINISTRATOR'S
ADDRESS.)
DIVIDENDS ON PLAN SHARES
25. Will Participants be credited with dividends on shares held
in their accounts under the Plan?
Yes. Dividends on all shares of Common Stock, including
fractional shares, credited to your Plan account, whether such
shares were purchased with reinvested dividends or with optional
cash payments or deposited by you for safekeeping, will be
automatically reinvested in additional shares of Common Stock,
subject to the applicable maximum limit, until such shares are
withdrawn from your Plan account.
CERTIFICATES FOR SHARES
26. Will certificates be issued for shares purchased?
No. Certificates will not be issued to you for shares
credited to your Plan account unless you request the
Administrator in writing to do so, you withdraw from the Plan or
the Plan is terminated. Shares purchased through the Plan will be
credited to your Plan account, but they will not be registered in
your name. Plan Shares will be registered in the name of the
Administrator as agent and credited to your Plan account.
At any time, you may request in writing that the
Administrator send you a certificate for all or part of the whole
number of shares credited to your Plan account. This request
should be mailed to the Administrator at the address set forth in
Question 7. Any remaining whole and fractional Plan Shares will
continue to be credited to your Plan account. Certificates for
fractional shares will not be issued under any circumstances.
Certificates for shares will normally be issued within ten
business days of receipt by the Administrator of a written
request.
27. In whose name will certificates be registered when issued to
Participants?
A Plan account is maintained in the name in which a
Participant's underlying shares were registered at the time the
Participant enrolled in the Plan. Consequently, a certificate for
shares will be similarly registered when issued to a Participant.
Accordingly, if a Participant is a Beneficial Owner (See Question
5), the certificate will be issued to the banker, broker or
nominee in whose name the account is maintained.
28. How does a Participant withdraw from the Plan or sell Plan
Shares?
In order to withdraw from the Plan, you must submit either a
properly completed form (one is included on the reverse side of
your Plan statement) or a written notice of withdrawal to the
Administrator at the office specified in Question 7. The notice
must specify that all or a specified part of the whole number of
shares in your Plan account is to be issued to you. If a
certificate for less than all of the whole number of shares is to
be issued, the remaining whole shares credited to the account
will be sold and a cash payment for them will be made to you.
Fractional shares will not be issued, but will be sold. (See
Question 29.)
You may submit a notice of withdrawal from the Plan at any
time. Your notice should be addressed to the Administrator at the
office specified in Question 7. Withdrawal will generally be
effective on the first business day after receipt of the notice
by the Administrator at the office specified in Question 7.
However, if such day falls within the period beginning with the
ex-dividend date (which is two business days prior to the
dividend Record Date and ending on the Record Date, the
withdrawal will be effective within two days after the Record
Date. Any dividends paid after withdrawal from the Plan becomes
effective will be mailed to you or to your broker, banker or
nominee, as the case may be, and any optional cash payment
previously sent but not invested as of the effective date will be
returned without interest.
You may request that all of the shares credited to your Plan
account be sold. Sales will be made for your account by an
independent broker or institution designated by the
Administrator, normally within seven business days after receipt
by the Administrator of your notice. The period between the time
of receipt of notice and the time that proceeds will be sent to
you generally should not exceed 15 business days. Brokerage
commissions and any applicable taxes on any sale of shares in
your Plan account will be deducted from the proceeds of that sale
paid to you.
29. What happens to any fractional Plan Share when you direct the
Administrator to sell, or otherwise withdraw, all shares from
your Plan account?
Any fractional Plan Share in your Plan account will be
aggregated with other fractional shares and sold by the
Administrator, and a cash payment will be made for the sale price
of such fractional Plan Share less any applicable taxes and
brokerage commissions. The net proceeds for any fractional Plan
Share, together with any certificates for whole Plan Shares, will
be mailed to you.
OTHER INFORMATION
30. Can Participants deposit their registered shares with the
Plan?
You may deposit any Common Stock certificates in your
possession and registered in your name with the Administrator for
safekeeping. Shares deposited for safekeeping will be transferred
into the name of the Administrator as agent for Participants in
the Plan and credited to your account under the Plan. Thereafter,
the shares will be treated in the same manner as shares purchased
through the Plan. This service eliminates the need for
safekeeping by you to protect against loss, theft or destruction
of stock certificates with respect to your Plan Shares.
31. What are the advantages of utilizing the depositary service
of the Plan?
The Plan's depositary service for the safekeeping of stock
certificates offers two significant advantages to you. First,
the risk associated with loss of your stock certificates is
eliminated. If a stock certificate is lost, stolen, or destroyed
no transfer or sale of the shares may take place until a
replacement certificate is obtained. This procedure is not
always simple and usually results in costs and paperwork both to
you and to the Company. Second, because shares deposited with
the Plan for safekeeping are treated in the same manner as shares
purchased through the Plan, they may be sold through the Plan in
a convenient and efficient manner.
32. How may Common Stock certificates be deposited with the Plan?
If you wish to deposit Common Stock certificates in the
Plan, you must complete and return to the Administrator the
properly completed reverse side of your Plan statement of account
together with Common Stock certificates registered in your name.
The certificates should not be signed.
33. What happens to cash dividends paid on shares of Common Stock
deposited with the Plan?
Cash dividends paid on shares deposited with the Plan will
be reinvested automatically in additional shares of Common Stock
up to the maximum limit. Dividends in excess of the maximum
limit will be paid in cash.
34. May shares in a Plan account be pledged?
No. Plan Shares may not be pledged and any such purported
pledge will be void. If you wish to pledge Plan Shares, you must
first withdraw such Plan Shares from your Plan account.
35. May a Participant draw checks or drafts on his or her Plan
account?
You will have no right to draw checks or drafts against your
Plan account or to give instructions to the Administrator with
respect to any shares of Common Stock or cash held therein except
as expressly provided herein.
36. May a Participant transfer all or a part of the Participant's
Plan Shares to another person?
Yes. If you wish to transfer ownership of all or part of
your Plan Shares through gift, private sale or otherwise, you may
effect transfer by mailing to the Administrator at the address in
Question 7 a properly executed stock assignment, along with a
letter stating your specific instructions regarding the transfer
and both an Authorization Form and a Form W-9 (Certification of
Taxpayer Identification Number) completed by the transferee.
Requests for transfer of Plan Shares are subject to the same
requirements as the transfer of Common Stock certificates,
including the requirement of a medallion signature guarantee on
the stock assignment. The Administrator will provide you with the
appropriate forms upon request. Any Plan Shares so transferred by
you will be withdrawn from your account and your account
statement will show the number of shares withdrawn. See Questions
37 and 38.
37. When Plan Shares are transferred to another person who wishes
to become a Participant in the Plan, will the Administrator issue
a stock certificate to the transferee?
No. The Administrator will retain such shares. An account in
the Plan will be opened in the name of the person to whom such
shares are transferred, although a signed Authorization Form will
be required before the transfer can be effected.
38. How will a transferee be advised of the transfer?
After the transfer has been made, a transferee of Plan
Shares from a Participant will receive a statement showing the
number of shares transferred to and held in the transferee's Plan
account.
39. What happens when Participants sell or transfer all of the
underlying Common Stock held by them?
If you dispose of all underlying shares of Common Stock held
by you, the dividends on any Plan Shares will continue to be
reinvested until you notify the Administrator that you wish to
withdraw or transfer all shares of Common Stock credited to your
Plan account. See Question 28.
40. What happens when Participants sell or transfer some but not
all of the underlying Common Stock held by them?
If you are reinvesting dividends on all your shares of
Common Stock and you dispose of a portion of the underlying
shares of Common Stock held by you, the Administrator will
continue to reinvest the dividends on the remainder of the shares
retained by you. If you are reinvesting dividends on only a
portion of your shares of Common Stock and you dispose of some of
your shares, the Administrator will continue to reinvest the
dividends on your remaining shares up to the number of shares you
have designated for participation in the Plan.
41. What happens if the Company declares a stock dividend or a
stock split?
Shares of Common Stock distributed by the Company pursuant
to a stock dividend or a stock split with respect to Plan Shares
will be added to your account.
Shares distributed pursuant to a stock dividend or a stock
split with respect to the underlying shares of Common Stock held
by you will be mailed to you or to your broker, banker or
nominee, as the case may be.
42. If the Company has a rights offering related to the Common
Stock, how will a Participant's entitlement be computed?
Your entitlement in a rights offering related to the Common
Stock will be based upon your total holdings of Common Stock
including whole Plan Shares. Rights certificates will be issued
for the number of whole shares only, however, and rights based on
a fraction of a share credited to your Plan account will be sold
for your account and the net proceeds will be invested as an
optional cash payment on the next Investment Date.
43. How will a Participant's shares held by the Administrator be
voted at shareholders' meetings?
For each meeting of shareholders, you will receive proxy
materials that will enable you to vote, in the aggregate, both
the underlying shares of Common Stock held by you and the whole
Plan Shares credited to your Plan account. If you elect, you may
vote your shares, including all whole Plan Shares, in person at
the shareholders' meeting.
44. What are the responsibilities of the Company and the
Administrator under the Plan?
The Company and the Administrator will not be liable for any
act done in good faith or for any good faith omission to act,
including, without limitation, any failure to terminate a
Participant's account upon such Participant's death prior to
receipt of notice in writing of such death, or any claim with
respect to the timing or the price of any purchase or sale. This
provision has no effect on a shareholder's right to bring a cause
of action under the federal securities laws.
You should recognize that the Company cannot assure you of a
profit or protect you against a loss on shares purchased or sold
under the Plan.
45. May the Plan be changed or discontinued?
The Company reserves the right, at its sole discretion, to
suspend or terminate and to amend and modify the Plan, in all
cases effective immediately and at any time, including during the
period between a record date and the related Investment Date and
during any Pricing Period. You will be notified of any such
suspension, termination, amendment or modification. Upon
termination of the Plan, except in the circumstances described
below, uninvested optional cash payments will be returned, a
certificate for whole Plan Shares credited to your Plan account
will be issued and a cash payment will be made for any fractional
Plan Share credited to your Plan account.
In the event the Company terminates the Plan for the purpose
of establishing another dividend reinvestment plan applicable to
the Common Stock, you will be enrolled automatically in such
other plan, the Company will continue to apply cash dividends in
accordance with your Authorization Form under the new plan and
shares credited to your Plan account will be credited
automatically to such other plan, unless notice is received to
the contrary.
The Company reserves the right to terminate any
shareholder's participation in the Plan at any time and to
establish additional requirements with respect to participation
in the Plan by brokers, banks and others acting in a
representative capacity on behalf of owners of Common Stock.
46. How may shareholders obtain answers to other questions
regarding the Plan?
Any additional questions should be addressed to the
Administrator at the address listed in the response to Question
7.
47. Who will be responsible for interpreting the Plan?
The Company may adopt rules and regulations to facilitate
the administration of the Plan. Any question of interpretation
under the Plan will be determined by the Company and any such
determination will be final.
The Plan, all related forms and your account will be
governed by and construed in accordance with the laws of the
State of California and cannot be modified orally.
THE COMPANY'S COMMON STOCK
COMMON STOCK
The Company's Certificate of Incorporation authorizes
210,000,000 shares of capital stock consisting of 200,000,000
shares of Common Stock, $1 par value, and 10,000,000 shares of
Preferred Stock, $1 par value.
The holders of the outstanding shares of Common Stock have
full voting rights, one vote for each share held of record.
Subject to the rights of holders of Preferred Stock, holders of
the Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available
therefor. Upon liquidation, dissolution, or winding up of the
Company (but subject to the rights of holders of Preferred Stock
if such stock is issued), the assets legally available for
distribution to holders of Common Stock shall be distributed
ratably among such holders. Holders of the Common Stock have no
preemptive or other subscription or conversion rights, except as
described under the "Rights Plan" below, and no liability for
further calls upon shares. The Common Stock is not subject to
assessment.
Shares of Preferred Stock may be issued from time to time in
one or more series for proper purposes under terms and conditions
approved by the Board of Directors of the Company without further
stockholder action, unless otherwise required by the rules of the
New York, Pacific or London Stock Exchanges. Two series of
Preferred Stock have been issued: 517,500 shares of the
Company's 8.75% Cumulative Convertible Preferred Stock, $.01 par
value (the "8.75% Preferred Stock"), and 660,000 shares of its
8.30% Cumulative Preferred Stock, $.01 par value (the "8.30%
Preferred Stock"). Both series of Preferred Stock have a
liquidation value of $250 per share. The 8.75% Preferred Stock
will be redeemable for cash at the option of the Company, in
whole or in part, commencing May 1, 1996 at prices declining from
$260.94 per share on or after May 1, 1996 to $250 per share at
May 1, 2001, plus accrued and unpaid dividends. The 8.30%
Preferred Stock will be redeemable for cash at the option of the
Company, in whole or in part, on or after November 1, 1997 at
par, plus accrued and unpaid dividends.
Dividends on both series of Preferred Stock are cumulative
from the date of issue and are payable quarterly before any
dividends may be paid on Common Stock. Each share of the 8.75%
Preferred Stock is convertible at the option of the holder into
shares of Common Stock at a conversion price of $20.40 per share,
subject to adjustment in certain events.
As additional shares of Preferred Stock are issued, the
Board of Directors of the Company is authorized to fix and
determine the terms of each series, including the number of
shares of such series, the title of such series, voting and other
powers, preferences, dividends, rights on liquidation, conversion
rights and terms, redemption rights and terms (including sinking
fund provisions) and maturity dates. If and when such additional
shares are issued, holders of such shares may have certain
preferences, powers and rights (including voting rights) senior
to the rights of the holders of the Company's Common Stock.
The Transfer Agent and Registrar for the Common and
Preferred Stock is Harris Trust Company of California, Los
Angeles, California.
RIGHTS PLAN
On June 24, 1986, the Board of Directors of GWFC adopted a
Rights Plan pursuant to which the Company distributed one right
("Right") for each outstanding share of Common Stock held as of
the close of business on July 14, 1986. As a result of the five-
for-two stock dividend paid on May 28, 1987 to holders of record
of the Common Stock on May 14, 1987, effective May 28, 1987, each
Right was proportionally adjusted so that each share of Common
Stock is accompanied by two-fifths of a Right instead of one full
Right. Only full Rights will be exercisable if the Rights become
exercisable. In addition, the Rights Plan was amended by
amendments dated as of February 19, 1988 and June 27, 1995.
Each full Right, if it becomes exercisable, initially
entitles the holder to purchase from the Company a unit of one
one-hundredth of a share of the Company's Series A Junior
Participating Preferred Stock, par value $1.00 per share, at a
purchase price of $175 per unit, subject to adjustment. The
Rights attach to shares of Common Stock issued after July 14,
1986, including the shares offered hereby, and will expire on
July 14, 1996 unless redeemed earlier. The Rights may not be
exercised, and will not detach or trade separately from the
Common Stock except as described below.
The Rights will detach from the Common Stock and may be
exercised only if a person or group becomes the beneficial owner
of 15% or more of the Common Stock (a "Stock Acquisition"). If a
Stock Acquisition occurs (except pursuant to an offer for all
outstanding shares of the Common Stock which the Company's
independent directors determine is fair to and otherwise in the
best interests of the Company and its stockholders), the Rights
"flip-in" and, each Right not owned by such person will entitle
the holder to purchase, at the Right's then-current exercise
price, Common Stock or, if the number of shares of authorized
Common Stock is insufficient to permit the full exercise of the
Rights, cash, property or other securities of the Company having
a formula value equal to twice the Right's exercise price. In
addition, if at any time following a Stock Acquisition, (i) the
Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation
(other than a merger which follows an offer at the same price and
for the same consideration as the offer approved by the Board of
Directors of the Company as described in the immediately
preceding sentence), or (ii) 50% or more of the Company's assets
or earnings power is sold or transferred, the Rights "flip-over"
and each unexercised Right will entitle its holder to purchase,
at the Right's then-current exercise price, common shares of the
other person having a formula value equal to twice the Right's
exercise price. The Rights may be redeemed by the Company at any
time prior to ten days following the date of a Stock Acquisition
(which period may be extended by the Company's Board of Directors
at any time while the Rights are still redeemable). Upon the
occurrence of a "flip-in" or "flip-over" event, if the Rights are
not redeemed, the Rights would result in substantial dilution to
any person who has acquired 15% or more of the outstanding Common
Stock or who attempts to merge or consolidate with the Company.
As a result, the Rights may deter potential attempts to acquire
control of the Company without the approval of the Company's
Board of Directors.
On June 27, 1995, the Board of Directors of the Company also
declared a dividend distribution of one Right (each a "New
Right") for each outstanding share of Common Stock to
stockholders of record at the close of business on the earlier of
the date on which the current Rights Plan expires or the date on
which the existing Rights are redeemed in accordance with the
provisions of the current Rights Plan. Each New Right is
identical to the existing Rights, except that the New Rights will
initially entitle the holder to purchase from the Company a unit
of one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share, at a purchase price
of $80.00 per unit, subject to adjustment, and the New Rights
will expire on July 14, 2006.
PRICE RANGE OF COMMON STOCK, DIVIDENDS AND DIVIDEND POLICY
The Common Stock is listed on the NYSE and the Pacific Stock
Exchanges. The following table sets forth the range of high and
low closing sales prices of the Common Stock on the New York
Stock Exchange Composite Tape (the "Composite Tape") for the
periods indicated.
<TABLE>
<S> <C> <C>
HIGH LOW
---- ----
1993
First Quarter................................... 19 1/4 16
Second Quarter.................................. 18 7/8 15 5/8
Third Quarter................................... 19 3/4 16 1/8
Fourth Quarter.................................. 20 3/8 17 5/8
1994
First Quarter................................... 20 1/2 16 1/8
Second Quarter.................................. 19 3/8 15 3/8
Third Quarter................................... 20 7/8 18 3/8
Fourth Quarter.................................. 19 15 3/4
1995
First Quarter................................... 18 7/8 16
Second Quarter.................................. 22 1/2 18 7/8
Third Quarter................................... 23 5/8 20 1/4
Fourth Quarter
</TABLE>
On _________, 1995, the reported last sale price of the
Common Stock on the Composite Tape was $ per share.
For the periods indicated, the Board of Directors of the
Company (the "Board") has declared a dividend each quarter on the
Common Stock of $.23 per share. While the Board does not
currently intend to change such dividend rate, it reserves the
right to do so at any time and from time to time.
The Board intends to declare and pay dividends on the Common
Stock based on the financial condition and results of operations
of the Company, although it has no obligation under Delaware law
to do so. Dividends on the Common Stock will be payable when, as
and if declared by the Board out of legally available funds of
the Company (as defined under Delaware law). In making its
dividend decisions, the Board will rely on the financial
statements of the Company. In determining its dividend policy,
the Board will consider, among other things, the long-term
earnings and cash flow capabilities of the Company, as well as
the dividend policies of publicly traded financial institutions.
Distributions on the Common Stock would be precluded by a
failure to pay dividends on the 8.30% Preferred Stock and the
8.75% Preferred Stock and any other series of preferred stock
which may hereafter be issued.
Under Delaware law, a corporation may declare and pay
dividends on its capital stock either (1) out of its surplus or
(2) in case there is no surplus, out of its net profits for the
year in which the dividend is declared and/or the preceding
fiscal year. "Surplus" is the amount by which the total assets of
the corporation exceed total liabilities and capital. Capital
for the Company is the sum of (a) the aggregate par value of the
outstanding shares of Common Stock (equal to $1 per share), (b)
the aggregate stated capital of the outstanding shares of the
Company's 8.75% Cumulative Convertible Preferred Stock ($250 per
share) and (c) the aggregate stated capital of the outstanding
shares of the Company's 8.30% Cumulative Preferred Stock ($250
per share). If the capital of a corporation is diminished by
depreciation in the value of its properties, or by losses, or
otherwise, to an amount less than the aggregate amount of capital
represented by the outstanding stock of all classes having a
preference upon the distribution of assets, dividends may not be
paid out of net profits (that is, pursuant to clause (2) above)
until the deficiency in capital shall have been repaired. For
purposes of determining surplus, the assets and liabilities of a
corporation are to be valued on the basis of market value.
The Company's ability to pay dividends will also be
dependent upon various statutory, regulatory and contractual
restrictions on the ability of the Bank and Aristar to pay
dividends to the Company. See "Great Western Financial
Corporation".
LEGAL OPINIONS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Stephen F. Adams, Associate
General Counsel and Assistant Secretary of the Company. Mr.
Adams, in his capacity as Associate General Counsel and Assistant
Secretary, is paid a salary by the Company and participates in
the various employee benefit plans offered to officers of the
Company generally.
EXPERTS
The consolidated financial statements of the Company, as of
December 31, 1994 and 1993 and for each of the three years in the
period ended December 31, 1994, incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, have been so incorporated in
reliance on the reports of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
PLAN OF DISTRIBUTION
In connection with the administration of the Plan, the
Company may be requested to approve reinvestment of dividends and
optional cash payments in excess of the allowable maximum amounts
on behalf of Participants, including those engaged in the
securities business. In deciding whether to approve such a
request, the Company will consider relevant factors including,
but not limited to, whether it is then selling authorized but
unissued or treasury shares of Common Stock under the Plan, or
acquiring shares for the Plan through open market purchases or
privately negotiated transactions, the Company's need for
additional funds, the attractiveness of obtaining such additional
funds by the sale of Common Stock in comparison to other sources
of funds, the Purchase Price likely to apply to any sale of
Common Stock, the Participant submitting the request, the extent
and nature of such Participant's prior participation in the Plan,
the number of shares of Common Stock held of record by the
Participant submitting the request and the aggregate amount of
such reinvested dividends and optional cash payments in excess of
the allowable maximum amounts for which requests have been
submitted. The Company may sell shares to owners of shares
(including brokers or dealers) who, in connection with any
resales of such shares in market transactions (including coverage
of short positions) on any national securities exchange on which
shares of Common Stock trade or in privately negotiated
transactions may be participating in a distribution of securities
that would require compliance with Rule 10b-6 and may be
considered to be underwriters within the meaning of the
Securities Act. The Company will not extend to any such person
any rights or privileges other than those to which it would be
entitled as a Participant, nor will the Company enter into any
agreement with any such person regarding such person's purchase
of such shares or any resale or distribution thereof. The Company
may, however, approve requests for reinvestment of dividends and
optional cash payments by such persons in excess of allowable
maximum limitations. If such requests are submitted for any
Investment Date for an aggregate amount in excess of the amount
the Company is then willing to accept, the Company may honor such
requests in order of receipt, pro rata or by any other method
which the Company determines to be appropriate.
<PAGE>
GLOSSARY
"Administrator" means an administrator that administers the Plan,
keeps records, sends statements of account to each Participant
and performs other duties related to the Plan. Harris Trust
Company of California currently serves as Administrator of the
Plan.
"Beneficial Owners" means stockholders who beneficially own
shares of Common Stock that are registered in a name other than
their own (for example, in the name of a broker, bank or other
nominee).
"Board" means the Board of Directors of the Company.
"B/N Form" means a Broker and Nominee form.
"business day" means any day other than a Saturday, Sunday or
legal holiday on which the NYSE is closed or a day on which the
Administrator is authorized or obligated by law to close.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means Great Western Financial Corporation Common
Stock.
"Company" means Great Western Financial Corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Investment Date" means, with respect to Common Stock acquired
directly from the Company, the last calendar day of each month in
a month for which no dividends are paid or the dividend payment
date declared by the Board of Directors for a month in which
dividends are paid. If such last calendar day or the dividend
payment date falls on a date when the NYSE is closed, the
Investment Date will be the first date on which the NYSE is open
following such date.
"NYSE" means the New York Stock Exchange.
"Participant" means an eligible holder of Common Stock who
participates in the Plan and submits a properly completed
Authorization Form.
"Plan" means the Great Western Financial Corporation Common Stock
Dividend Reinvestment and Stock Purchase Plan.
"Plan Shares" means all whole and fractional shares of Common
Stock credited to a Participant's Plan account.
"Pricing Period" means the period encompassing the twelve Trading
Days immediately preceding the relevant Investment Date.
"Purchase Price" means with respect to Common Stock purchased
directly from the Company, the average of the daily high and low
sale prices, computed to four decimal places, of the Common Stock
on the NYSE for the twelve Trading Days immediately preceding the
relevant Investment Date, minus the appropriate discount, and,
with respect to open market purchases and privately negotiated
transactions, the weighted average purchase price, computed to
four decimal places, paid for such Common Stock by the
Administrator, subject to the applicable Threshold Price, if any.
"Record Date" for dividend months will be established by the
Board of Directors. The "Record Date" for non-dividend months
will be two (2) business days immediately preceding the first day
of the Pricing Period. (See Schedule I).
"Registered Owners" means stockholders whose shares of Common
Stock are registered on the stock transfer book of the Company in
their own names.
"Request for Waiver" means a written request from a Participant
to exceed the $25,000 dividend limitation or the $5,000 monthly
optional cash payments limitation.
"Securities Act" means the Securities Act of 1933, as amended.
"Threshold Price" means the minimum price, if any, established by
the Company that the average high and low prices of the Common
Stock must equal or exceed for optional cash deposits or for
reinvested dividends by Participants who have obtained Waivers.
In addition, the Threshold Price is used in determining the
Purchase Price.
"Trading Day" means a day on which trades in Common Stock are
reported on the NYSE.
"Waiver" means a waiver granted by the Company to a Participant
pursuant to a Request for Waiver.
"Waiver Discount" means the discount from the market price
applicable to a Participant who has obtained a Waiver. Such
discount will vary between 0 and 2% of the Purchase Price and may
vary each month.
<PAGE>
SCHEDULE I
LIST OF IMPORTANT DATES IN 1995, 1996 AND 1997
<TABLE>
<S> <C> <C> <C> <C> <C>
(C) (D) (E) (F) (G)
THRESHOLD PRICE,IF OPTIONAL CASH
ANY, WILL BE SET PAYMENTS MUST PRICING PERIOD
CYCLE BY: RECORD DATE: BE RECEIVED BY: START DATE: INVESTMENT DATE
B December 7, 1995 December 11, 1995 December 12, 1995 December 13, 1995 January 2, 1996
B January 9, 1996 January 11, 1996 January 12, 1996 January 15, 1996 January 31, 1996
A February 6, 1996 February 8, 1996 February 9, 1996 February 12, 1996 February 29, 1996
B March 8, 1996 March 12, 1996 March 13, 1996 March 14, 1996 April 1, 1996
B April 8, 1996 April 10, 1996 April 11, 1996 April 12, 1996 April 30, 1996
A May 8, 1996 May 10, 1996 May 13, 1996 May 14, 1996 May 31, 1996
B June 7, 1996 June 11, 1996 June 12, 1996 June 13, 1996 July 1, 1996
B July 9, 1996 July 11, 1996 July 12, 1996 July 15, 1996 July 31, 1996
A August 8, 1996 August 12, 1996 August 13, 1996 August 14, 1996 August 30,1996
B September 6, 1996 September 10, 1996September 11, 1996September 12, 1996September 30, 1996
B October 9, 1996 October 11, 1996 October 14, 1996 October 15, 1996 October 31, 1996
A November 6, 1996 November 18, 1996 November 11, 1996 November 12, 1996 November 29, 1996
B December 6, 1996 December 10, 1996 December 11, 1996 December 12, 1996 December 31, 1996
B January 9, 1997 January 13, 1997 January 14, 1997 January 15, 1997 January 31, 1997
A February 5, 1997 February 7, 1997 February 10, 1997 February 11, 1997 February 28, 1997
B March 6, 1997 March 10, 1997 March 11, 1997 March 12, 1997 March 31, 1997
B April 8, 1997 April 10, 1997 April 11, 1997 April 14, 1997 April 30, 1997
A May 8, 1997 May 12, 1997 May 13, 1997 May 14, 1997 May 30, 1997
B June 6, 1997 June 10, 1997 June 11, 1997 June 12, 1997 June 30, 1997
B July 9, 1997 July 11, 1997 July 14, 1997 July 15, 1997 July 31, 1997
A August 8, 1997 August 11, 1997 August 12, 1997 August 13, 1997 August 29, 1997
B September 8, 1997 September 10, 1997September 11, 1997September 12, 1997September 30, 1997
B October 9, 1997 October 13, 1997 October 14, 1997 October 15, 1997 October 31, 1997
A November 6, 1997 November 10, 1997 November 11, 1997 November 12, 1997 December 1, 1997
- - - ----------
A. Investment of optional cash payments and reinvestment of
cash dividends.
B. Investment of optional cash payments only.
C. The Threshold Price (if any) will be established two
business days prior to the Record Date.
D. The Record Date for dividend months (those indicated by the
letter "A" in the cycle column) is estimated. The actual
Record Date will be established by the Board of Directors.
The Record Date for non-dividend months (those indicated by
the letter "B" in the cycle column) will be two business
days immediately preceding the first day of the Pricing
Period.
E. Optional cash payments are due by the last business day
prior to commencement of the Pricing Period.
F. The Pricing Period will be the twelve consecutive Trading
Days ending on the Trading Day immediately preceding the
Investment Date.
G. The Investment Date will be the dividend payment date during
a month in which a cash dividend is paid and in any other
month, will be the last calendar day of such month, however,
if the dividend payment date or such last calendar day falls
on a date when the New York Stock Exchange is closed, the
Investment Date will be the first day on which the New York
Stock Exchange is open following such date.
</TABLE>
<TABLE>
<S> <C> <C> <C>
U.S. EQUITY MARKETS CLOSED
---------------------------------
1995 1996 1997
New Years Day 1/2 1/1 1/1
Presidents Day 2/20 2/19 2/17
Good Friday 4/14 4/5 3/28
Memorial Day 5/29 5/27 5/26
Independence Day 7/4 7/4 7/4
Labor Day 9/4 9/2 9/1
Thanksgiving 11/23 11/28 11/27
Christmas Day 12/25 12/25 12/25
</TABLE>
<PAGE>
GREAT WESTERN
FINANCIAL CORPORATION
Common Stock
Dividend Reinvestment and
Stock Purchase Plan
Prospectus
________ ____, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Commission Registration Fee............................ $40,578.12
Stock Exchange Listing Fees............................ 44,300.00
Costs of Printing and Engraving........................ 40,000.00
Accounting fees and expenses........................... 10,000.00
Miscellaneous Expenses................................. 9,578.00
----------
Total................................................ $144,456.12
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article TWELFTH of the Restated Certificate of Incorporation
of the Company eliminates, to the fullest extent permitted by
Delaware law, director liability for monetary damages for
breaches of the director' fiduciary duty of care.
The Company's Bylaws as well as certain employment
agreements and other indemnity agreements also provide that the
Company shall indemnify directors and officers under certain
circumstances for liabilities and expenses incurred by reason of
their actions as agents of the Company. In addition, the Company
maintains an insurance policy that indemnifies directors and
officers against certain liabilities.
ITEM 16. EXHIBITS
4.1 Dividend Reinvestment and Stock Purchase Plan (included in the Prospectus)
5 Opinion of S. F. Adams re Legality of Shares
23(1) Consent of Price Waterhouse LLP
23(2) Consent of S. F. Adams is included in his opinion filed as Exhibit 5
25 Power of Attorney
ITEM 17. UNDERTAKINGS
a. Undertaking Pursuant to Rule 415.
The Company 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 and of the estimated maximum 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 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) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Corporation 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.
b. Undertaking Regarding Documents Subsequently Filed under the
Exchange Act.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company'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. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to Item 15 above
or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
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 Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chatsworth,
California, on October 19, 1995.
GREAT WESTERN FINANCIAL CORPORATION
By /s/ CARL F. GEUTHER
--------------------------------
Carl F. Geuther
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints J. Lance Erikson, Carl F. Geuther and Stephen F. Adams
his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and
resubstitutions, for him or her and in his or her name, place and
stead, in any and all capacities to sign any or all amendments to
this Registration Statement and any other registration statement
filed pursuant to Section 462(b) which is deemed to be a part of
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on October 19,
1995.
SIGNATURE TITLE
--------- -----
__/s/ JAMES F. MONTGOMERY__ Chairman, Chief Executive
James F. Montgomery and Director
(Principal Executive Officer)
__/s/ JOHN F. MAHER__ President, Chief Operating Officer
John F. Maher and Director
__/s/ CARL F. GEUTHER__ Executive Vice President and
Carl F. Geuther Chief Financial Officer
(Principal Financial Officer)
__/s/ BARRY R. BARKLEY__ Senior Vice President and
Barry R. Barkley Controller (Chief
Accounting Officer)
Director
- - - - ---------------------------------
David Alexander
__/s/ H. FREDERICK CHRISTIE__ Director
H. Frederick Christie
__/s/ STEPHEN E. FRANK__ Director
Stephen E. Frank
__/s/ JOHN V. GIOVENCO__ Director
John V. Giovenco
Director
- - - - ----------------------------------
Firmin A. Gryp
__/s/ ENRIQUE HERNANDEZ, JR.__ Director
Enrique Hernandez, Jr.
__/s/ CHARLES D. MILLER__ Director
Charles D. Miller
Director
- - - - ----------------------------------
Alberta E. Siegel
__/s/ WILLIS B. WOOD, JR.__ Director
Willis B. Wood, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- - - ------------- -----------
5 Opinion of S. F. Adams re Legality of Shares
23(1) Consent of Price Waterhouse LLP
<PAGE>
[Letterhead of Great Western Financial Corporation]
October 19, 1995
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
Dear Ladies/Gentlemen:
I have examined the Registration Statement on Form S-3
filed by Great Western Financial Corporation (the "Company") with
the Securities and Exchange Commission in connection with the
registration of 4,778,710 shares of its Common Stock. I am
familiar with the proceedings taken and proposed to be taken by
the Company in connection with the authorization, registration,
issuance and sale of the Common Stock.
Subject to the proposed additional proceedings with
respect to the Common Stock being taken and completed as now are
contemplated prior to the issuance and sale of the Common Stock,
upon the issuance and sale thereof in the manner referred to in
the Registration Statement and the Prospectus, the Common Stock
will be legally and validly issued, fully paid and nonassessable.
I consent to the inclusion of this opinion in the
Registration Statement and Prospectus.
Sincerely,
__/s/ STEPHEN F. ADAMS__
Stephen F. Adams
Exhibit 5
<PAGE>
EX-23.1
<PAGE>
EXHIBIT 23(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated January 18, 1995, appearing on page
74 of Great Western Financial Corporation's Annual Report on Form
10-K for the year ended December 31, 1994. We also consent to
the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Los Angeles, California
October 19, 1995
