As filed with the Securities and Exchange Commission on February 16, 1994
Registration No. 33-50731
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
.....................
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
.....................
H. F. AHMANSON & COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
.....................
DELAWARE 95-0479700
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(818) 960-6311
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
.....................
GEORGE G. GREGORY, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
H. F. AHMANSON & COMPANY
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(818) 960-6311
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
.....................
WITH COPIES TO:
BRUCE D. MEYER, ESQ.
GIBSON, DUNN & CRUTCHER
2029 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 552-8500
......................
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/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount maximum maximum
class of to be offering aggregate Amount of
securities Registered price offering registration
to be registered per unit* price* fee**
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 10,000,000 $17.875 $178,750,00 $55,859.38
<FN>
* Estimated solely for the purpose of calculating the registration fee.
The fee is calculated 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 21, 1993.
** Previously paid.
</TABLE>
<PAGE>
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>
[Subject to Completion, dated February 16, 1994]
PROSPECTUS
H. F. AHMANSON & COMPANY
DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
The Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") of H. F. Ahmanson & Company ("Ahmanson") provides owners of
shares of Common Stock, $.01 par value, of Ahmanson (the "Common Stock")
with an attractive and convenient method of investing cash dividends and
optional cash deposits in additional shares of Common Stock at a
discount from the Market Price (as defined in Question 13 below) and
without payment of any brokerage commission or service charge. The
price to be paid for such additional shares will be a price equal to a
3% discount from the Market Price for the reinvestment of cash dividends
and a price equal to a 3% discount from the Market Price for the
investment of optional cash deposits that do not exceed $5,000 per
month. Each of the discounts is subject to change (but will not vary
from the range of 0% to 5%) from time to time at Ahmanson's discretion
after a review of current market conditions, the level of participation
in the Plan and current and projected capital needs.
To enroll in the Plan, simply complete the enclosed Enrollment
Card and return it in the envelope provided. Enrollment in the Plan is
entirely voluntary and participants in the Plan may terminate their
participation at any time. Stockholders who are not participants in the
Plan and who do not want to become participants need do nothing and will
continue to receive their cash dividends, if and when declared, as
usual. A broker, bank or other nominee may reinvest dividends and make
optional cash deposits on behalf of beneficial owners.
The price to be paid for shares of Common Stock purchased
under the Plan in excess of $5,000 pursuant to the optional cash deposit
feature of the Plan will be a price reflecting a discount of 0% to 5%
(the "Waiver Discount") from the Market Price. Optional cash deposits
that exceed $5,000 may be made only pursuant to an accepted written
Request for Waiver. It is expected that a portion of the shares of
Common Stock available for issuance under the Plan will be issued
pursuant to such waivers. Each month, at least three business days
prior to the related record date, Ahmanson will establish the Waiver
Discount and the Threshold Price, if any (as defined in Question 18
below), applicable to optional cash deposits that exceed $5,000. The
Waiver Discount, which may vary each month, will be established in
Ahmanson's sole discretion after a review of current market conditions,
the level of participation and current and projected capital needs.
There is no pre-established maximum limit applicable to optional cash
deposits that may be made pursuant to accepted Requests for Waiver.
Optional cash deposits that do not exceed $5,000 and the reinvestment of
dividends in additional shares of Common Stock will not be subject to
the Waiver Discount or to the Threshold Price, if any.
To the extent that shares of Common Stock issued hereunder are
authorized but previously unissued shares or treasury shares rather than
shares acquired in the open market, the Plan will raise additional
capital for Ahmanson. Ahmanson currently intends to issue such shares
and, therefore, the Plan is expected to raise capital for Ahmanson.
Each month a portion of the shares available for issuance under the Plan
may be purchased by owners of shares (including brokers or dealers) who,
in connection with any resales of such shares, may be deemed to be
underwriters. These sales will be effected through Ahmanson's ability
to waive limits applicable to the amounts which Participants may invest
pursuant to the Plan's optional cash deposit feature.
<PAGE>
From time to time, financial intermediaries, including brokers
and dealers, may engage in positioning transactions in order to benefit
from the discount from Market Price of the Common Stock acquired through
the reinvestment of dividends under the Plan. Such transactions may
cause fluctuations in the trading volume of the Common Stock. Each
Participant desiring to reinvest dividends in an amount in excess of
$100,000 per quarter, however, must obtain the prior approval of
Ahmanson. See Question 2.
As of the date hereof, 10,000,000 shares of the Common Stock
have been registered and are available for sale under the Plan.
Participants should retain this Prospectus for future reference.
THE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY SAVINGS BANK OR NON-BANK SUBSIDIARY OF AHMANSON 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.
The date of this Prospectus is February 16, 1994
<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 to 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 registrations or
qualification under the securities laws of any such State.
<PAGE>
AVAILABLE INFORMATION
Ahmanson is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Information, as of particular dates, concerning
directors and officers, their remuneration, options granted to them, the
principal holders of securities of Ahmanson and any material interest of
such persons in transactions with Ahmanson is disclosed in reports and
proxy statements distributed to stockholders of Ahmanson and filed with
the Commission. Such reports, proxy statements and other information
can be inspected and copied at public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's Regional Offices located at Room 1400,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 75 Park Place, 14th Floor, New York, New
York 10007. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning Ahmanson may be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 115
Sansome Street, 2nd Floor, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ahmanson's (a) Annual Report on Form 10-K for the year ended
December 31, 1992, (b) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993, as amended by Amendment No. 1 on Form 10-Q/A dated
November 19, 1993, (c) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, as amended by Amendment No. 1 on Form 10-Q/A dated
November 19, 1993, (d) Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993, as amended by Amendment No. 1 on Form 10-Q/A
dated November 17, 1993, (e) the description of the Common Stock in
Ahmanson's Registration Statement on Form 8-B, dated June 19, 1985,
(f) Current Reports on Form 8-K dated February 11, 1993, July 19, 1993,
July 22, 1993 and July 29, 1993 and (g) all documents filed with the
Commission by Ahmanson pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act (which include Ahmanson's annual reports on Form 10-K
and quarterly reports on Form 10-Q) subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated by reference herein
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 by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy
of this Prospectus may obtain without charge, upon request, a copy of
any of the foregoing documents incorporated herein by reference except
for the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Written
requests should be directed to H. F. Ahmanson & Company, 4900 Rivergrade
Road, Irwindale, California 91706, Attention: Investor Relations.
Telephone requests may be directed to (818) 814-7986.
<PAGE>
H. F. AHMANSON & COMPANY
Ahmanson is one of the largest residential real estate-
oriented financial services companies in the United States, owning
subsidiaries principally engaged in the savings bank business and
related financial service activities. Ahmanson was originally organized
in 1928 in California and changed its state of incorporation from
California to Delaware in 1985. Ahmanson's executive offices are located
at 4900 Rivergrade Road, Irwindale, California 91706, and its telephone
number is (818) 960-6311.
Approximately 99% of Ahmanson's consolidated revenues in 1992
were derived from the operations of Home Savings of America, FSB, a
federally chartered savings bank ("Home Savings"), which is wholly owned
by Ahmanson and conducts the majority of its business in California.
Home Savings represented over 99% of Ahmanson's consolidated assets at
December 31, 1992. Home Savings is currently the largest savings
institution in the United States. Home Savings is regulated by the
Director (the "OTS Director") of the Office of Thrift Supervision (the
"OTS") and the Federal Deposit Insurance Corporation (the "FDIC") which,
through the Savings Association Insurance Fund (the "SAIF") and the Bank
Insurance Fund ("BIF"), insures the deposit accounts of savings
institutions, such as Home Savings. Home Savings is a member of the
Federal Home Loan Bank (the "FHLB") of San Francisco, which is one of
the twelve regional banks for federally insured depository institutions
comprising the Federal Home Loan Bank System. Home Savings is further
subject to certain regulations of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") governing reserves required
to be maintained against deposits and other matters.
Ahmanson's principal business is attracting funds from the
general public and institutions and originating and investing in
residential real estate mortgage loans, mortgage-backed securities
("MBSs"), such as those issued or guaranteed by the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation and the
Government National Mortgage Association, and investment securities.
Ahmanson's primary sources of revenue are interest earned on mortgage
loans and MBSs, income from investment securities, gains on sales of
loans and MBSs, fees earned in connection with loans and deposits, and
income earned on its portfolio of loans serviced for investors. Its
principal expense is interest incurred on interest-bearing liabilities,
including deposits and borrowings.
Ahmanson's principal sources of funds are cash dividends paid
to it by Home Savings and its other subsidiaries, investment income and
borrowings. There are significant restrictions on the ability of Home
Savings to pay dividends to Ahmanson. Savings institution subsidiaries
of savings and loan holding companies, such as Home Savings, must notify
the OTS Director of their intent to declare dividends 30 days before
declaration. The OTS Director has the authority to preclude those
institutions from declaring a dividend.
OTS regulations impose limitations upon certain "capital
distributions" by savings institutions, including cash dividends,
payments to repurchase or otherwise acquire an institution's shares,
payments to stockholders of another institution in a cash-out merger and
other distributions charged against capital. The regulations establish a
three-tiered system of regulation, with the greatest flexibility being
afforded to institutions that meet or exceed the fully phased-in capital
requirements. An institution meets the fully phased-in capital
requirements if it meets the statutory and regulatory standards to be
applicable on January 1, 1995, after taking into account any applicable
individual minimum capital requirement.
An institution that has capital immediately prior to, and on a
pro forma basis after giving effect to, a proposed capital distribution
that is at least equal to its fully phased-in capital requirements is
considered a Tier 1 institution ("Tier 1 Institution"). An institution
that has capital immediately prior to, and on a pro forma basis after
giving effect to, a proposed capital distribution that is at least equal
to its minimum regulatory capital requirement but less than its fully
phased-in capital requirement is considered a Tier 2 institution ("Tier
2 Institution"). An institution that does not meet its minimum
regulatory capital requirement immediately prior to, or on a pro forma
basis after giving effect to, a proposed capital distribution is
considered a Tier 3 institution ("Tier 3 Institution"). The OTS retains
discretion to treat a Tier 1 Institution as a Tier 2 or Tier 3
Institution if the OTS determines that the institution is in need of
more than normal supervision and has provided the institution with
notice to that effect.
<PAGE>
A Tier 1 Institution may, without the approval of but with
prior notice to the OTS, make capital distributions during a calendar
year up to the greater of (1) 100% of its net income to date during the
calendar year plus the amount that would reduce the institution's
"surplus capital ratio" (the excess over its fully phased-in risk-based
capital requirement) to one-half of its surplus capital ratio at the
beginning of the calendar year or (2) 75% of the institution's net
income over the most recent four quarter period. Any additional capital
distributions would require prior regulatory approval. Tier 2 and Tier 3
Institutions are subject to more restrictive limitations on capital
distributions. At June 30, 1993 Home Savings was a Tier 1 Institution.
The OTS retains the authority to prohibit any capital distribution
otherwise authorized under the regulations if the OTS determines that
the capital distribution would constitute an unsafe or unsound practice.
Ahmanson and Home Savings have also agreed with federal
regulators that Home Savings will not pay dividends in any one year that
exceed the sum of (i) 50% of the lesser of Home Savings' net income or
net operating income in such year and (ii) the amounts that could have
been, but were not, paid as dividends in prior years pursuant to such
agreement, previous similar agreements and applicable regulations and
statutes. In connection with its supervisory acquisitions, Ahmanson has
also agreed with federal regulators to cause Home Savings' regulatory
capital to be maintained at the greater of (i) 3% of Home Savings' total
liabilities, with certain adjustments, and (ii) the level required by
regulation, and to cause sufficient equity capital to be contributed to
Home Savings if necessary to effect compliance with such agreement. In
no event may dividends from Home Savings to Ahmanson reduce Home
Savings' regulatory capital below such level.
Additionally, as of December 31, 1992, Home Savings'
accumulated tax reserves for losses on qualifying real property loans
exceeded the reserve that could have been accumulated under the
experience method, and such excess could be subject to recapture taxes
of up to 51% on any dividend if Home Savings makes distributions to
Ahmanson that exceed Home Savings' current or accumulated earnings and
profits as calculated for federal income tax purposes.
The OTS has adopted regulations (the "Capital Regulations")
that establish three capital requirements -- a "core capital
requirement," a "tangible capital requirement" and a "risk-based capital
requirement." The capital standards contained in the Capital Regulations
generally must be no less stringent than the capital standards
applicable to national banks. The Capital Regulations require savings
institutions to maintain core capital of at least 3% of adjusted total
assets, "tangible" capital of at least 1.5% of adjusted total assets,
and "risk-based" capital of at least 8% of risk-weighted assets. In
addition, effective July 1, 1994, institutions whose exposure to
interest-rate risk is deemed to be above normal will be required to
deduct a portion of such exposure in calculating their risk-based
capital. If this interest-rate risk component had been in effect as of
December 31, 1993, Home Savings would not have been deemed to have above-
normal exposure to interest-rate risk. The OTS may establish, on a case-
by-case basis, individual minimum capital requirements for a savings
institution that vary from the requirements that would otherwise apply
under the Capital Regulations. The OTS has not established such
individual minimum capital requirements for Home Savings. Home Savings
was in compliance with the Capital Regulations at December 31, 1993.
The Federal Deposit Insurance Corporation Improvement Act of
1991 directed the FDIC to establish by January 1, 1994 a risk-based
system for setting deposit insurance assessments for FDIC-insured
institutions such as Home Savings. The FDIC has implemented such a
system, under which an institution's insurance assessments vary
depending on the level of capital the institution holds and the degree
to which it is the subject of supervisory concern to the FDIC. Under
the FDIC's system, the assessment rate for both BIF deposits and SAIF
deposits varies from 0.23% of covered deposits for well-capitalized
institutions that are deemed to have no more than a few minor weaknesses
to 0.31% of covered deposits for less than adequately capitalized
institutions that pose substantial supervisory concern. The FDIC in
the future may determine to change the assessment rates, or the parity
of BIF and SAIF rates, based on the condition of the BIF and the SAIF.
Under current law, the SAIF has three major obligations:
beginning in 1995, to fund losses associated with the failure of
institutions with SAIF-insured deposits; to increase its reserves to
1.25% of insured deposits over a reasonable period of time; and to make
interest payments on debt incurred to provide funds to the former
Federal Savings and Loan Insurance Corporation ("FICO debt"). The
reserves of the SAIF are currently
<PAGE>
lower than the reserves of the BIF, and the BIF does not have an
obligation to pay interest on FICO debt. Recent legislation authorizes
the United States Treasury to provide up to $8 billion to the SAIF,
but use of such funds would require additional Congressional action,
and the funds could be used only to cover SAIF losses and only under
limited circumstances. Therefore, in the future premiums assessed on
deposits insured by the SAIF may be higher than premiums on deposits
insured by the BIF. Such a premium structure could provide
institutions whose deposits are exclusively or primarily BIF-insured
(such as almost all commercial banks) certain competitive advantages
over institutions whose deposits are primarily SAIF-insured (such as
Home Savings) in the pricing of loans and deposits and in lower
operating costs. Such a competitive disadvantage could have an
adverse effect on Home Savings' results of operations.
FDICIA requires the OTS to prescribe minimum acceptable
operational and managerial standards, and standards for asset quality,
earnings, and valuation of publicly-traded shares, for savings
institutions and their holding companies. Such standards were to be
effective no later than December 1, 1993, but have not yet been
finalized. The operational standards must cover internal controls, loan
documentation, credit underwriting, interest rate exposure, asset
growth, and employee compensation. The asset quality and earnings
standards must specify a maximum ratio of classified assets to capital,
minimum earnings sufficient to absorb losses, and minimum ratio of
market value to book value for publicly traded shares. Any institution
or holding company that fails to meet these standards must submit a plan
for corrective action within 30 days. If a savings institution fails to
submit or implement an acceptable plan, the OTS must order it to correct
the safety and soundness deficiency, and may require the institution to
take any action that the OTS determines will best carry out the purpose
of prompt corrective action.
The OTS, the FDIC, the Federal Reserve Board and the Office of
the Comptroller of the Currency have jointly published a proposed
regulation prescribing the required safety and soundness standards.
Among other things, the proposed regulation would set out asset quality
standards which specify that the ratio of a depository institution's
classified assets to the sum of (a) its total capital and (b) any
allowances for loan losses not included in total capital should not
exceed 100%. Minimum earnings standards would require that institutions
be able to demonstrate pro forma compliance with capital requirements if
net earnings or losses over the preceding four quarters continue over
the next four quarters. If these standards had been in effect at
September 30, 1993, Home Savings would have been in compliance. In
addition, under the proposed regulation, the safety and soundness
standards would apply primarily at the savings institution level, and
savings and loan holding companies would only be required (i) to ensure
that their transactions with a subsidiary savings institution are not
detrimental to the institution, (ii) to avoid creating a serious risk
that the holding company's liabilities would be imposed on the
institution, (iii) not to take any action that would impede the
institution's compliance with the safety and soundness standards, and
(iv) if the subsidiary institution is required to submit a plan for
corrective action, to take any corporate actions necessary to enable the
subsidiary to take the actions required by the plan.
SUMMARY OF PLAN
The Plan provides owners of Common Stock with a convenient and
attractive method of investing cash dividends and optional cash deposits
in additional shares of Common Stock at a discount from the Market Price
(as defined in Question 13) and without payment of any brokerage
commission or service charge. The price to be paid for shares of Common
Stock purchased under the Plan will be a price reflecting a discount of
3% (subject to change) from the Market Price for the reinvestment of
cash dividends, a discount of 3% (subject to change) from the Market
Price for the investment of optional cash deposits of up to $5,000, and
a discount of 0% to 5% (the "Waiver Discount") from the Market Price for
the investment of optional cash deposits that exceed $5,000.
There is no minimum limitation on the amount of dividends a
Participant may reinvest under the Plan, but each Participant must
obtain the prior approval of Ahmanson in order to reinvest dividends in
excess of $100,000 per quarter. See Question 2.
Participants electing to invest optional cash deposits in
additional shares of Common Stock are subject to a minimum per month
purchase limit of $100 and a maximum per month purchase limit of $5,000
<PAGE>
(subject to waiver). See Question 18. Optional cash deposits that
exceed $5,000 may be made only pursuant to an accepted written Request
for Waiver. Each month, at least three business days prior to each
record date, Ahmanson will establish the Waiver Discount and the
Threshold Price, if any (as defined in Question 18), applicable to
optional cash deposits that exceed $5,000. The Waiver Discount, which
may vary each month, will be established in Ahmanson's sole discretion
after a review of current market conditions, the level of participation
and current and projected capital needs. With respect to optional cash
deposits that exceed $5,000 only, for each Trading Day of the related
Pricing Period (each as defined in Question 13) on which the Threshold
Price is not satisfied, one-twelfth of a Participant's optional cash
deposit will be returned without interest. Optional cash deposits that
do not exceed $5,000 and the reinvestment of dividends in additional
shares of Common Stock will not be subject to the Waiver Discount or to
the Threshold Price, if any. Optional cash deposits of less than $100
and that portion of any optional cash deposit which exceeds the maximum
monthly purchase limit, unless such limit has been waived, are subject
to return to the Participant without interest.
Subject to the availability of shares of Common Stock
registered for issuance under the Plan and the per Participant maximum
of $100,000 per quarter (subject to waiver), there is no total maximum
number of shares that can be issued pursuant to the reinvestment of
dividends and no pre-established maximum limit applies to optional cash
deposits that may be made pursuant to written Requests for Waiver.
As of the date hereof, 10,000,000 shares of Common Stock have
been registered and are available for sale under the Plan.
Ahmanson expects to grant Requests for Waiver to financial
intermediaries, including brokers and dealers, and other Participants in
the future. Grants of Requests for Waiver will be made in the sole
discretion of Ahmanson based on a variety of factors, which may include:
Ahmanson's current and projected capital needs, the alternatives
available to Ahmanson to meet those needs, prevailing market prices for
Common Stock and other Ahmanson securities, general economic and market
conditions, expected aberrations in the price or trading volume of
Ahmanson securities, the number of shares of Common Stock held by the
Participant submitting the waiver request, the aggregate amount of
optional cash deposits for which such waivers have been submitted and
the administrative constraints associated with granting such waivers.
If such Requests are granted, a portion of the shares available for
issuance under the Plan will be purchased by Participants (including
brokers or dealers) who, in connection with any resales of such shares,
may be deemed to be underwriters. To the extent that Requests for
Waiver are granted, it is expected that a greater number of shares will
be issued under the optional cash deposit feature of the Plan.
Financial intermediaries may purchase a significant portion of
the shares of Common Stock issued pursuant to the optional cash deposit
feature of the Plan. Ahmanson does not have any formal or informal
understanding with any such organization and, therefore, the extent of
such financial intermediaries' participation under the Plan cannot be
estimated at this time. Participants that are financial intermediaries
that acquire shares of Common Stock under the Plan with a view to
distribution of such shares may be deemed to be underwriters within the
meaning of the Securities Act of 1933, as amended (the "Securities
Act").
From time to time, financial intermediaries may engage in
positioning transactions in order to benefit from the discount from the
Market Price of the shares of Common Stock acquired through the
reinvestment of dividends under the Plan. Such transactions may cause
fluctuations in the trading volume of the Common Stock. Each
Participant desiring to reinvest dividends in an amount in excess of
$100,000 per quarter, however, must obtain the prior approval of
Ahmanson. See Question 2. The Plan is intended for the benefit of
investors in Ahmanson and not for individuals or investors who engage in
transactions which may cause aberrations in the price or trading volume
of the Common Stock.
<PAGE>
DESCRIPTION OF THE PLAN
THE PLAN
The following, in question and answer format, sets forth the
provisions of and constitutes the Dividend Reinvestment and Common Stock
Purchase Plan of H. F. Ahmanson & Company as in effect for cash
dividends paid and optional cash payments received after March 1, 1994.
PURPOSE
1. WHAT IS THE PLAN'S PURPOSE?
The Plan provides eligible holders of Common Stock with an
attractive and convenient method of investing cash dividends and
optional cash deposits in additional shares of Common Stock at a
discount from the Market Price (as defined in Question 13) and without
payment of any brokerage commission or service charge. See Question 5
for a description of the holders who are eligible to participate in the
Plan. The Plan may also be used by Ahmanson to raise additional capital
through the sale each month of a portion of the shares available for
issuance under the Plan to owners of shares (including brokers or
dealers) who, in connection with any resales of such shares, may be
deemed to be underwriters. These sales will be effected through
Ahmanson's ability to waive limitations applicable to the amounts which
Participants may invest pursuant to the Plan's optional cash deposit
feature. See Question 18 for information concerning limitations
applicable to optional cash deposits and certain of the factors
considered by Ahmanson in granting waivers. To the extent shares are
purchased from Ahmanson under the Plan, it will receive additional funds
for general corporate purposes. The Plan is intended for the benefit of
investors in Ahmanson and not for individuals or investors who engage in
transactions which may cause aberrations in the price or trading volume
of Common Stock. From time to time, financial intermediaries may engage
in positioning transactions in order to benefit from the discount from
the Market Price of the shares of Common Stock acquired through the
reinvestment of dividends under the Plan. Such transactions may cause
fluctuations in the trading volume of the Common Stock. Each
Participant desiring to reinvest dividends in an amount in excess of
$100,000 per quarter, however, must obtain the prior approval of
Ahmanson. See Question 2.
Ahmanson reserves the right to modify, suspend or terminate
participation in the Plan by otherwise eligible holders of Common Stock
in order to eliminate practices which are not consistent with the
purposes of the Plan.
OPTIONS TO PARTICIPANTS
2. WHAT OPTIONS ARE AVAILABLE TO ENROLLED PARTICIPANTS?
Eligible holders of Common Stock who wish to participate in
the Plan (each a "Participant") may elect to have cash dividends paid on
all or a portion of their shares of Common Stock automatically
reinvested in additional shares of Common Stock. Cash dividends are
paid on the Common Stock when and as declared by Ahmanson's Board of
Directors. There is no minimum limitation on the amount of dividends a
Participant may reinvest under the dividend reinvestment feature of the
Plan. However, each Participant is subject to a quarterly maximum of
$100,000 for each dividend reinvestment. A Participant wishing to
reinvest dividends in excess of $100,000 must obtain the prior approval
of Ahmanson by calling (818) 814-7986 no later than two business days
before the record date applicable to such dividend. The grant of such
approval is completely within the discretion of Ahmanson.
Each month, Participants may also elect to invest optional
cash deposits in additional shares of Common Stock, subject to a minimum
per month purchase limit of $100 and a maximum per month purchase limit
of $5,000, subject to waiver. See Question 18 for information
concerning limitations applicable to optional cash deposits and the
availability of waivers with respect to such limitations. Participants
may make optional cash deposits each month even if dividends on their
shares of Common Stock are not being reinvested and whether or not a
dividend has been declared.
<PAGE>
ADVANTAGES AND DISADVANTAGES
3. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
Advantages:
(a) The Plan provides Participants with the opportunity to
reinvest cash dividends paid on all or a portion of their shares of
Common Stock in additional shares of Common Stock at a 3% discount from
the Market Price (subject to change).
(b) The Plan provides Participants with the opportunity to
make monthly investments of optional cash deposits, subject to minimum
and maximum amounts, for the purchase of additional shares of Common
Stock generally at a 3% discount from the Market Price (subject to
change).
(c) No brokerage commissions or service charges are paid by
Participants in connection with any purchase of shares made under the
Plan.
(d) All cash dividends paid on Participants' shares can be
fully invested in additional shares of Common Stock because the Plan
permits fractional shares to be credited to Plan accounts. Dividends on
such fractional shares, as well as on whole shares, will also be
reinvested in additional shares which will be credited to Plan accounts.
(e) The Plan Administrator, at no charge to Participants,
provides for the safekeeping of stock certificates for shares credited
to each Plan account.
(f) Periodic statements reflecting all current activity,
including share purchases and latest Plan account balance, simplify
Participants' record keeping.
Disadvantages:
(a) No interest will be paid by Ahmanson or the Plan
Administrator on dividends or optional cash deposits held pending
reinvestment or investment. See Question 12. In addition, optional
cash deposits in excess of $5,000 may be subject to return to the
Participant without interest in the event that the Threshold Price, if
any, is not met for any Trading Day during the related Pricing Period.
See Question 18.
(b) The actual number of shares to be issued to a
Participant's Plan account will not be determined until after the end of
the relevant Pricing Period. Therefore, during the Pricing Period
Participants will not know the actual number of shares they have
purchased.
(c) While the Plan currently provides for a 3% discount from
the Market Price (subject to change) during the Pricing Period, the
Market Price, as so discounted, may exceed the price at which shares of
the Common Stock are trading on the Investment Date when the shares are
issued or thereafter.
(d) Because optional cash deposits must be received by the
Plan Administrator prior to the related Pricing Period, such deposits
may be exposed to changes in market conditions for a longer period of
time than in the case of typical secondary market transactions. In
addition, optional cash deposits once received by the Plan Administrator
will not be returned to Participants unless a written request is
directed to the Plan Administrator at least five business days prior to
the record date for the Investment Date with respect to which optional
cash deposits have been delivered by such Participant. See Questions 19
and 21.
(e) Resales of shares of Common Stock will involve a $15 fee
paid to the Plan Administrator (if such resale is made by the Plan
Administrator at the request of a Participant), a brokerage commission
and any applicable transfer taxes on the resales. See Question 22.
<PAGE>
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Ahmanson has retained First Chicago Trust Company of New
York as plan administrator (the "Plan Administrator") to administer the
Plan, keep records, send statements of account to each Participant and
perform other duties related to the Plan. Shares purchased for each
Participant under the Plan will be held in safekeeping by or through the
Plan Administrator until such Participant terminates participation in
the Plan or until a written request is received from such Participant
for issuance of a stock certificate for all or a portion of its shares.
See Questions 24 and 25. The Plan Administrator also acts as dividend
disbursing agent, transfer agent and registrar for the Common Stock.
Ahmanson may adopt rules and regulations to facilitate
administration of the Plan and has the right to replace the Plan
Administrator at any time.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Holders of Common Stock may participate in the Plan if they
qualify as either one of the following: (a) stockholders whose shares of
Common Stock are registered on the stock transfer book of Ahmanson in
their own names ("Registered Owners") and (b) stockholders who
beneficially own shares of Common Stock that are registered in a name
other than their own (i.e., in the name of a broker, bank or other
nominee) ("Beneficial Owners"). While Registered Owners may participate
directly in the Plan, Beneficial Owners must either become Registered
Owners by having such shares transferred into their own names or make
arrangements with their broker, bank or other nominee to participate on
their behalf (see Questions 6, 8 and 17).
The right to participate in the Plan is not transferable to
another person apart from a transfer of a Participant's underlying
shares of Common Stock. Stockholders who reside in jurisdictions in
which it is unlawful for Ahmanson to permit their participation are not
eligible to participate in the Plan.
6. HOW DOES AN ELIGIBLE HOLDER OF COMMON STOCK JOIN THE PLAN AND
BECOME A PARTICIPANT?
A Registered Owner may join the Plan by completing and signing
an Enrollment Card and returning it to the Plan Administrator. Once
enrolled in the Plan, Participants will remain enrolled without further
action on their part. If a Participant's shares are registered in more
than one name (e.g., joint tenants, trustees), all Registered Owners of
such shares must sign the Enrollment Card exactly as their names appear
on the account registration.
Beneficial Owners who wish to join the Plan must instruct
their broker, bank or other nominee to complete and sign the Enrollment
Card and return it to the Plan Administrator. In certain situations
where the broker, bank or other nominee holds shares of a Beneficial
Owner in the name of a major securities depository, a Broker and Nominee
form (a "B&N Form") may also be required to participate in the Plan.
See Questions 8 and 17.
IF A STOCKHOLDER RETURNS A PROPERLY EXECUTED ENROLLMENT CARD
TO THE PLAN ADMINISTRATOR WITHOUT ELECTING AN INVESTMENT OPTION, SUCH
ENROLLMENT CARD WILL BE DEEMED TO INDICATE THE INTENTION OF SUCH
STOCKHOLDER TO APPLY ALL CASH DIVIDENDS AND OPTIONAL CASH DEPOSITS
TOWARD THE PURCHASE OF ADDITIONAL SHARES OF COMMON STOCK. See
Question 7 for investment option elections.
An Enrollment Card or B&N Form and postage paid return
envelope are enclosed with this Prospectus for the convenience of
stockholders. Written requests for additional copies of Enrollment
Cards and B&N Forms, and request for return (received by the Plan
Administrator at least five business days prior to the
<PAGE>
applicable record date) of previously delivered optional cash
deposits and requests to terminate participation in the Plan or to
withdraw Plan Shares (as defined in Question 7) should be directed
to the Plan Administrator at:
First Chicago Trust Company of New York
H. F. Ahmanson & Company -- Dividend Reinvestment and
Common Stock Purchase Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
(800) 446-2617
7. WHAT DO THE ENROLLMENT CARD AND THE B&N FORM PROVIDE?
The Enrollment Card appoints the Plan Administrator as agent
for the Participant and directs Ahmanson to pay to the Plan
Administrator each Participant's cash dividends on all or a specified
number of shares of Common Stock owned by the Participant on the
applicable record date ("Participating Shares"), as well as on all whole
and fractional shares of Common Stock credited to a Participant's Plan
account ("Plan Shares"). The Enrollment Card directs the Plan
Administrator to purchase on the Investment Date additional shares of
Common Stock with such dividends and any optional cash deposits made by
the Participant. The Enrollment Card also directs the Plan
Administrator to reinvest automatically all subsequent dividends on Plan
Shares. Dividends will continue to be reinvested on the number of
Participating Shares and on all Plan Shares until the Participant
specifies otherwise, terminates its participation, or the Plan is
terminated. See Question 6 for additional information about the
Enrollment Card.
The Enrollment Card provides for the purchase of additional
shares of Common Stock through the following investment options:
(1) If "Full Dividend Reinvestment" is elected, the Plan
Administrator will apply all cash dividends on all shares
of Common Stock then or subsequently registered in the
Participant's name, and all cash dividends on all Plan
Shares, together with any optional cash deposits, toward
the purchase of additional shares of Common Stock.
(2) If "Partial Dividend Reinvestment" is elected, the Plan
Administrator will apply all cash dividends on only the
number of Participating Shares registered in the
Participant's name and specified on the Enrollment Card
and all cash dividends on all Plan Shares, together with
any optional cash deposits, toward the purchase of
additional shares of Common Stock.
(3) If "Optional Cash Deposits Only" is elected, the
Participant will continue to receive cash dividends on
shares of Common Stock registered in that Participant's
name in the usual manner. However, the Plan
Administrator will apply all cash dividends on all Plan
Shares, together with any optional cash deposits received
from the Participant, toward the purchase of additional
shares of Common Stock.
Each Participant may select any one of these three options.
IN EACH CASE, DIVIDENDS WILL BE REINVESTED ON ALL PARTICIPATING SHARES
AND ON ALL PLAN SHARES HELD IN THE PLAN ACCOUNT, INCLUDING DIVIDENDS ON
SHARES OF COMMON STOCK PURCHASED WITH OPTIONAL CASH DEPOSITS, UNTIL A
PARTICIPANT SPECIFIES OTHERWISE OR WITHDRAWS FROM THE PLAN ALTOGETHER,
OR UNTIL THE PLAN IS TERMINATED. If a Participant would prefer to
receive cash payments of dividends paid on Plan Shares rather than
reinvest such dividends, those shares must be withdrawn from the Plan by
written notification to the Plan Administrator. See Questions 25 and 26
regarding withdrawal of Plan Shares and Question 28 regarding
notification of termination to the Plan Administrator.
Participants may change their investment options at any time by
requesting a new Enrollment Card and returning it to the Plan
Administrator at the address set forth in Question 6. See Question 10
for the effective date for any change in investment options.
<PAGE>
8. WHICH STOCKHOLDERS MAY USE THE ENROLLMENT CARD AND WHEN IS A
B&N FORM USED?
The Enrollment Card is designed to be used by eligible
stockholders whose shares are registered in their names for the
reinvestment of dividends and for optional cash deposits. In addition,
the Enrollment Card may be used by a broker, bank or other nominee as
owner of record on behalf of a Beneficial Owner for the reinvestment of
dividends and for optional cash deposits. However, if a broker, bank or
other nominee holds shares of a Beneficial Owner in the name of a major
securities depository, the Enrollment Card may be used solely for the
reinvestment of dividends, and optional cash deposits must be made
through the use of the B&N Form.
The B&N Form provides the only means by which a broker, bank
or other nominee holding shares of a Beneficial Owner in the name of a
major securities depository may invest optional cash deposits on behalf
of such Beneficial Owner. A B&N Form must be delivered to the Plan
Administrator each time that such broker, bank or other nominee
transmits optional cash deposits on behalf of a Beneficial Owner. B&N
Forms will be furnished at any time upon request to the Plan
Administrator at the address or telephone number specified in Question
6.
9. WHEN MAY AN ELIGIBLE STOCKHOLDER ENROLL IN THE PLAN?
Eligible stockholders of Common Stock may enroll in the Plan
at any time. Once enrolled, Participants remain enrolled until they
discontinue their participation or until the Plan is terminated. See
Questions 28 and 35 regarding termination of the Plan.
10. WHEN IS A PARTICIPANT'S ENROLLMENT IN THE PLAN EFFECTIVE?
For enrollment or a change in enrollment to be effective with
respect to a particular dividend, an Enrollment Card must be received
from a stockholder on or before the record date established for such
dividend. If the Enrollment Card is received after that record date,
the reinvestment of dividends will begin on the Investment Date
following the next dividend record date, provided that such stockholder
is still an eligible stockholder. An eligible stockholder may also
enroll in the Plan through the timely delivery of an Enrollment Card,
together with the bottom tear-off portion of the Enrollment Card, and an
optional cash deposit. See Question 20.
PURCHASES
11. WHAT ARE THE PURCHASE PRICE DISCOUNTS?
The purchase price for shares acquired under the Plan through
reinvestment of cash dividends or investment of optional cash deposits
may be reduced by a purchase price discount. The discount from the
Market Price (as defined in Question 13 below) for both the reinvestment
of cash dividends and for optional cash deposits is currently 3%. Each
of the purchase price discounts is subject to change from time to time
at Ahmanson's discretion after a review of current market conditions,
the level of participation in the Plan and current and projected capital
needs. Neither discount will, in any event, exceed 5%, but either may
be reduced to zero. Changes to the discounts from the Market Price with
respect to reinvestments or investments made on any Investment Date will
be made by Ahmanson notifying the Administrator of the change at least
three business days prior to the relevant record date. As used herein,
the term "business day" shall mean any day other than a Saturday, Sunday
or a legal holiday on which the New York Stock Exchange (the "NYSE") is
closed or a day on which the Plan Administrator is authorized or
obligated by law to close. Neither Ahmanson nor the Plan Administrator
shall be required to provide any written notice to participants of
changes to the purchase price discounts, but current information
regarding the purchase price discounts may be obtained by telephoning
Ahmanson at (818) 814-7986.
12. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Purchases of shares of Common Stock will be made on the
relevant Investment Date (as defined in Question 14 and 19) or, in the
case of open market purchases, as soon thereafter as determined by the
Plan
<PAGE>
Administrator. In the event that such shares are purchased on the
open market, the Plan Administrator may acquire such shares on any
securities exchange where the Common Stock is traded, in the over-the-
counter market or by privately negotiated transactions and may be
subject to such terms with respect to price, delivery, etc. as Ahmanson
may agree to. Neither Ahmanson nor any Participant shall have any
authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
NO INTEREST WILL BE PAID BY AHMANSON OR THE PLAN ADMINISTRATOR
ON DIVIDENDS OR OPTIONAL CASH DEPOSITS HELD PENDING REINVESTMENT OR
INVESTMENT.
13. WHAT WILL BE THE PRICE TO PARTICIPANTS OF SHARES PURCHASED
UNDER THE PLAN?
The price per share of Common Stock acquired directly from
Ahmanson purchased with reinvested dividends and optional cash deposits
will be 97% (subject to change) of the average of the daily high and
low sale prices, computed to three decimal places, of the Common Stock
as reported on the NYSE for the last twelve Trading Days of each month.
A "Trading Day" means a day on which trades in Common Stock are reported
on the NYSE. The period encompassing the last twelve Trading Days of
each calendar month constitutes the relevant "Pricing Period."
The price per share of Common Stock acquired through open
market purchases with reinvested dividends and optional cash deposits
will be 97% (subject to change) of the weighted average purchase price,
computed to three decimal places, paid for such Common Stock by the Plan
Administrator.
All references in the Plan to the "Market Price" for both
dividend reinvestment and optional cash deposits shall mean 97% of the
average of the daily high and low sales prices of the Common Stock as
reported on the NYSE during the Pricing Period (in the case of Common
Stock acquired directly from Ahmanson) or 97% of the weighted average
purchase price paid for the Common Stock by the Plan Administrator (in
the case of Common Stock purchased in the open market), or a combination
of the foregoing, as applicable with respect to any Investment Date.
Please refer to Questions 17 and 18 for a discussion of the
discount from the Market Price applicable to optional cash deposits made
pursuant to Requests for Waiver, as described below. Purchases made
with optional cash deposits may be subject to a Threshold Price.
14. WHAT ARE THE RECORD DATES AND INVESTMENT DATES FOR DIVIDEND
REINVESTMENT?
For the reinvestment of dividends, the record date is the
record date declared by the Board of Directors for such dividend.
Likewise, the dividend payment date declared by the Board of Directors
constitutes the "Investment Date" applicable to the reinvestment of such
dividend, except that if any such date is not a business day, the first
business day immediately following such date shall be the Investment
Date. Dividends will be reinvested on the Investment Date using the
Market Price determined during the immediately preceding month's Pricing
Period. In the past, record dates for quarterly dividends on the Common
Stock have preceded the dividend payment dates by approximately three
weeks. Dividend payment dates historically have occurred at the
beginning of the calendar month. It is expected that the past pattern
with respect to timing of dividend record dates and payment dates
generally will be followed in the future in accordance with the list set
forth in Schedule A.
There can be no assurance as to the declaration or payment of
dividends, and nothing contained in the Plan obligates Ahmanson to
declare or pay any dividends. The Plan does not represent a change in
Ahmanson's dividend policy or a guarantee of future dividends, which
will continue to be determined by the Board of Directors based upon
Ahmanson's earnings, financial condition and other factors.
Please refer to Question 19 for a discussion of the
record dates and Investment Dates applicable to optional cash deposits.
<PAGE>
15. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE
DETERMINED?
A Participant's account in the Plan will be credited with the
number of shares, including fractions computed to three decimal places,
equal to the total amount to be invested on behalf of such Participant
divided by the purchase price per share as calculated pursuant to the
methods described in Question 13, as applicable. The total amount
to be invested will depend on the amount of any dividends paid on the
number of Participating Shares and Plan Shares in such Participant's
Plan account and any optional cash deposits made by such Participant and
available for investment on the related Investment Date. Subject to the
availability of shares of Common Stock registered for issuance under the
Plan, there is no total maximum number of shares available for issuance
pursuant to the reinvestment of dividends. As discussed in Question 2,
however, each Participant is subject to a quarterly maximum of $100,000
for each dividend reinvestment. A Participant wishing to reinvest
dividends in excess of $100,000 per quarter must obtain the prior
approval of Ahmanson by calling (818) 814-7986 no later than two
business days before the record date applicable to each dividend. For a
discussion of the limitations imposed on optional cash deposits, see
Question 18.
16. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
Plan Shares will be purchased either directly from Ahmanson,
in which event such shares will be either authorized but unissued shares
or shares held in the treasury, or on the open market, or by a
combination of the foregoing, at the option of Ahmanson. Shares will be
purchased on the open market after a review of current market conditions
and current and projected capital needs.
OPTIONAL CASH DEPOSITS
17. HOW DOES THE OPTIONAL CASH DEPOSIT FEATURE OF THE PLAN WORK?
All Registered Owners, except for brokers, banks and other
nominees (discussed below), who have timely submitted signed Enrollment
Cards indicating their intention to participate in this feature of the
Plan are eligible to make optional cash deposits during any month,
whether or not a dividend is declared. The first optional cash deposit
made by a Participant should be accompanied by the bottom tear-off
portion of the Enrollment Card. Each month the Plan Administrator will
apply any optional cash deposit received from a Participant no later
than one business day prior to the commencement of that month's Pricing
Period to the purchase of additional shares of Common Stock for the
account of the Participant on the following Investment Date (as defined
in Question 19), if such Common Stock is purchased from Ahmanson, or on
or as soon as determined by the Plan Administrator after such Investment
Date, if such Common Stock is purchased on the open market.
Other than in the case of optional cash deposits made pursuant
to written Requests for Waiver, the discount from the Market Price
applicable to optional cash deposits will be 3% (subject to change) of
the Market Price (as defined in Question 13). Refer to Question 18 for
a discussion on the possible limitations on the purchase price
applicable to the purchase of shares made with optional cash deposits
and on the discount from the Market Price applicable to purchases made
pursuant to written Requests for Waiver.
A broker, bank or other nominee, as holder of shares of Common
Stock on behalf of a Beneficial Owner, may utilize the Enrollment Card
for optional cash deposits, unless such entity holds the shares in the
name of a major securities depository. If a broker, bank or other
nominee holds shares of a Beneficial Owner in the name of a major
securities depository, optional cash deposits must be made through the
use of the B&N Form. See Question 8.
18. WHAT LIMITATIONS APPLY TO OPTIONAL CASH DEPOSITS?
Each optional cash deposit is subject to a minimum per month
purchase limit of $100 and a maximum per month purchase limit of $5,000.
For purposes of these limitations, all Plan accounts under the common
control or management of a Participant will be aggregated. Optional
cash deposits of less than $100 and
<PAGE>
that portion of any optional cash deposit which exceeds the maximum
monthly purchase limit, unless such limit has been waived by Ahmanson,
are subject to return to the Participant without interest.
Participants may make optional cash deposits of up to $5,000
each month without the prior approval of Ahmanson. Optional cash
deposits that exceed $5,000 may be made by a Participant only upon
acceptance by Ahmanson of a written Request for Waiver from such
Participant. There is no pre-established maximum limit applicable to
optional cash deposits that may be made pursuant to accepted Requests
for Waiver. The acceptance of a Request for Waiver must be received
each month no later than two business days prior to the commencement of
the Pricing Period with respect to which such waiver is sought.
Participants interested in obtaining a Request for Waiver should contact
Ahmanson at (818) 814-7986.
Waivers will be considered on the basis of a variety of
factors, which may include Ahmanson's current and projected capital
needs, the alternatives available to Ahmanson to meet those needs,
prevailing market prices for Common Stock and other Ahmanson securities,
general economic and market conditions, expected aberrations in the
price or trading volume of Ahmanson securities, the number of shares of
Common Stock held by the Participant submitting the waiver request, the
aggregate amount of optional cash deposits for which such waivers have
been submitted and the administrative constraints associated with
granting such waivers. Grants of waivers will be made in the absolute
discretion of Ahmanson.
PARTICIPANTS IN THE PLAN ARE NOT OBLIGATED TO PARTICIPATE IN
THE OPTIONAL CASH DEPOSIT FEATURE OF THE PLAN AT ANY TIME. OPTIONAL
CASH DEPOSITS NEED NOT BE IN THE SAME AMOUNT EACH MONTH.
Unless it waives its right to do so, Ahmanson may establish
for any Pricing Period a minimum price (the "Threshold Price")
applicable only to the investment of optional cash deposits made
pursuant to written Requests for Waiver in order to provide Ahmanson
with the ability to set a minimum price at which Common Stock will be
sold under the Plan each month pursuant to such requests. Ahmanson
will, at least three business days prior to each record date, determine
whether to establish a Threshold Price and, if a Threshold Price is
established, its amount and so notify the Administrator. The
determination whether to establish a Threshold Price and, if a Threshold
Price is established, its amount will be made by Ahmanson at its
discretion after a review of current market conditions, the level of
participation in the Plan and current and projected capital needs.
Neither Ahmanson nor the Administrator shall be required to provide any
written notice to participants as to whether a Threshold Price has been
established for any Pricing Period, but current information regarding
the Threshold Price may be obtained by telephoning Ahmanson at
(818) 814-6512.
The Threshold Price for optional cash deposits made pursuant
to written Requests for Waiver, if established for any Pricing Period,
will be a stated dollar amount that the average of the high and low sale
prices of the Common Stock on the NYSE for each Trading Day of the
relevant Pricing Period must equal or exceed. In the event that the
Threshold Price is not satisfied for a Trading Day in the Pricing
Period, then that Trading Day and the trading prices for that day will
be excluded from that Pricing Period. Thus, for, example, if the
Threshold Price is not satisfied for three of the twelve Trading Days in
a Pricing Period, then the average sales price for purchases and the
amount of optional cash deposits which may be invested will be based
upon the remaining nine Trading Days when the Threshold Price is
satisfied. For each Trading Day on which the Threshold Price is not
satisfied, 1/12 of each optional cash deposit made by a Participant
pursuant to a Request for Waiver will be returned to such Participant
without interest. In the example above, therefore, 3/12 of each
Participant's optional cash deposit made pursuant to a written Request
for Waiver will be returned to such Participant by check, without
interest. This return procedure will apply regardless of whether shares
are purchased on the open market or directly from Ahmanson.
Setting a Threshold Price for a Pricing Period shall not
affect the setting of a Threshold Price for any subsequent Pricing
Period. The Threshold Price concept and return procedure discussed
above apply only to optional cash deposits made pursuant to written
Requests for Waiver.
<PAGE>
For any Investment Date, Ahmanson may waive its right to set a
Threshold Price for optional cash deposits that exceed $5,000.
Participants may ascertain whether the Threshold Price applicable to a
given Pricing Period has been set or waived, as applicable, by
telephoning Ahmanson at (818) 814-6512.
For a list of expected dates by which the Threshold Price will
be set in 1994, see Schedule A.
Each month, at least three business days prior to the
applicable record date, Ahmanson will establish the discount from the
Market Price applicable to optional cash deposits made pursuant to
written Requests for Waiver. Such discount (the "Waiver Discount") will
be between 0% and 5% of the Market Price and may vary each month, but
once established will apply uniformly to all optional cash deposits made
pursuant to Requests for Waiver during that month. The Waiver Discount
will be established in Ahmanson's sole discretion after a review of
current market conditions, the level of participation in the Plan, and
current and projected capital needs. The Waiver Discount applies only
to optional cash deposits made pursuant to written Requests for Waiver.
Participants may obtain the Waiver Discount applicable to the next
Pricing Period by telephoning Ahmanson at (818) 814-7986. Only optional
cash deposits made pursuant to written Requests for Waiver will be
affected by the Waiver Discount. Setting a Waiver Discount for an
Investment Date shall not affect the setting of a Waiver Discount for
any subsequent Investment Date. The Waiver Discount feature discussed
above applies only to optional cash deposits and does not apply to the
reinvestment of dividends.
THE THRESHOLD PRICE CONCEPT AND RETURN PROCEDURE DISCUSSED
ABOVE APPLY ONLY TO OPTIONAL CASH DEPOSITS MADE PURSUANT TO WRITTEN
REQUESTS FOR WAIVER. ONLY SUCH OPTIONAL CASH DEPOSITS WILL BE AFFECTED
BY THE WAIVER DISCOUNT. ALL OTHER OPTIONAL CASH DEPOSITS WILL BE MADE
AT A 3% DISCOUNT FROM THE MARKET PRICE (SUBJECT TO CHANGE), WITHOUT
REGARD TO ANY THRESHOLD PRICE OR WAIVER DISCOUNT.
19. WHAT ARE THE RECORD DATES AND INVESTMENT DATES FOR OPTIONAL
CASH DEPOSITS?
Optional cash deposits will be invested every month on the
related Investment Date. For optional cash payments made in a monthly
period when there is a dividend record date, the record date and
Investment Date are the same as those for dividend reinvestments. For
optional cash payments made in a monthly period when there is not a
dividend record date, the record date is two business days prior to the
commencement of the Pricing Period in that month and the Investment Date
is the first business day of the succeeding month or, in the case of the
market purchases, as soon thereafter as determined by the Plan
Administrator.
Optional cash deposits received by the Plan Administrator at
least one business day prior to the commencement of a Pricing Period
will be applied to the purchase of shares of Common Stock on the
Investment Date which relates to that Pricing Period. Optional cash
deposits received on or after the commencement of a Pricing Period will
be applied to the purchase of shares of Common Stock on the Investment
Date which relates to the next Pricing Period. No interest will be paid
by Ahmanson or the Plan Administrator on optional cash deposits held
pending investment.
For a schedule of expected record dates and Investment Dates
in 1994, see Schedule A.
20. WHEN MUST OPTIONAL CASH DEPOSITS BE RECEIVED BY THE PLAN
ADMINISTRATOR?
Each month the Plan Administrator will apply any optional cash
deposit for which good funds are timely received to the purchase of
shares of Common Stock for the account of the Participant on the next
Investment Date. See Question 19. In order for funds to be invested
on the next Investment Date, the Plan Administrator must have received a
check, money order or wire transfer at least one business day
immediately preceding the first Trading Day of the ensuing Pricing
Period and such check, money order or wire transfer must have cleared on
or before the Investment Date. Wire transfers may be used only if
approved orally in advance by the Plan Administrator. Checks and money
orders are accepted subject to timely collection as good funds and
verification of compliance with the terms of the Plan. Checks or money
orders should be made payable to First Chicago -- H. F. Ahmanson, DRP.
Checks returned for any reason will not be resubmitted for collection.
<PAGE>
NO INTEREST WILL BE PAID BY AHMANSON OR THE PLAN ADMINISTRATOR ON
OPTIONAL CASH DEPOSITS HELD PENDING INVESTMENT. OPTIONAL CASH DEPOSITS
ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY SAVINGS
BANK OR NON-BANK SUBSIDIARY OF AHMANSON AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND, SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
In order for payments to be invested on the Investment Date,
in addition to the receipt of good funds at least one business day prior
to the commencement of a Pricing Period, the Plan Administrator must be
in receipt of an Enrollment Card or a B&N Form, as appropriate, as of
the related record date. See Questions 6 and 8.
21. MAY OPTIONAL CASH DEPOSITS BE RETURNED?
Upon written request addressed to the Plan Administrator
received at least five business days prior to the record date for the
Investment Date with respect to which optional cash deposits have been
delivered to the Plan Administrator, such optional cash deposits will be
returned to the Participant. Requests received less than five business
days prior to such date will not be returned but instead will be
invested on the next related Investment Date. Additionally, a portion
of each optional cash deposit will be returned by check, without
interest, as soon as practicable after the Investment Date for each
Trading Day of the Pricing Period that does not meet the Threshold
Price, if any, applicable to optional cash deposits made pursuant to
written Request for Waivers. See Question 18. Also, each optional cash
deposit, to the extent that it does not either conform to the
limitations described in Question 18 or clear within the time limit
described in Question 20, will be subject to return to the Participant.
COSTS OF PARTICIPATION IN THE PLAN
22. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH
THEIR PARTICIPATION UNDER THE PLAN?
Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All costs of administration
of the Plan, including purchase of Plan Shares, will be paid by
Ahmanson. However, Participants that request that the Plan
Administrator sell their shares in the event of their withdrawal from
the Plan (see Questions 25 and 28) must pay any related brokerage
commissions, a $15 fee to the Plan Administrator and applicable transfer
taxes.
REPORTS TO PARTICIPANTS
23. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?
As soon as practicable after each purchase of shares on behalf
of a Participant, a statement of account will be mailed to such
Participant. These statements, which provide a record of account
activity and indicate the cost of such Participant's purchases under the
Plan, should be retained for tax purposes. In addition, each
Participant will receive, from time to time, communications sent to
every other holder of Common Stock.
If applicable, each Participant will receive annually Internal
Revenue Service information (on Form 1099) for reporting dividend income
received.
STOCK CERTIFICATES
24. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Plan shares will be held in the name of the Plan
Administrator or its nominee. This service protects against the loss,
theft and destruction of stock certificates evidencing Plan Shares.
However, stock certificates will be issued to any participant upon
specific written request. See Questions 25 and 28. The number
<PAGE>
of Plan Shares purchased for a Participant's account under the Plan
will be indicated on such Participant's statement of account.
Participants also have the option to deliver to the Plan for
safekeeping stock certificates registered in their name that are subject
to the Plan. Participants may deliver such certificates to the Plan
Administrator along with the Enrollment Card when enrolling in the Plan,
or may do so at any time thereafter while participating in the Plan.
There is no charge for this custodial service and, by making the
deposit, a Participant will be relieved of the responsibility for loss,
theft or destruction of the certificate. Because the Participant bears
the risk of loss in sending stock certificates to the Plan
Administrator, it is recommended that certificates be sent to the Plan
Administrator by registered mail, return receipt requested, and be
properly insured. Certificates should not be endorsed. Whenever
certificates are issued to a Participant either upon request or upon
termination of participation, new, differently numbered certificates
will be issued. Dividends will be reinvested on shares represented by
the certificates deposited with the Plan Administrator.
Each Plan account is maintained in the name in which the
related Participant's certificates were registered at the time of
enrollment in the Plan. Stock certificates for whole shares purchased
under the Plan will be similarly registered when issued upon a
Participant's request. If a Participant is a Beneficial Owner, such
request should be placed through such Participant's banker, broker or
other nominee. See Questions 8 and 17. A Participant who wishes to
pledge shares credited to such Participant's Plan account must first
withdraw such shares from the account.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
25. WHEN AND HOW MAY SHARES BE WITHDRAWN FROM THE PLAN?
Plan Shares credited to a Participant's account may be
withdrawn by a Participant by notifying the Plan Administrator in
writing specifying the number of shares to be withdrawn. A stock
certificate for the number of whole shares of Common Stock so withdrawn
will be issued to and registered in the name of the Participant. In no
case will certificates for fractional shares of Common Stock be issued.
See Question 28 for information concerning the effects of termination of
participation in the Plan, the sale of all Plan Shares and the
withdrawal of Plan Shares.
26. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO
BE REINVESTED?
If the Participant has authorized "Full Dividend
Reinvestment," cash dividends with respect to shares withdrawn from a
Participant's account will continue to be reinvested. If, however, such
dividends with respect to only a portion of the shares registered in a
Participant's name are being reinvested, the Plan Administrator will
continue to reinvest dividends on only the number of shares specified by
the Participant on the Enrollment Card unless a new Enrollment Card
specifying a different number of shares is delivered.
27. WILL DIVIDENDS ON A PARTICIPANT'S PLAN SHARES CONTINUE TO BE
REINVESTED IF THE PARTICIPANT SELLS OR TRANSFERS SHARES OF COMMON STOCK?
In the event a Participant sells or transfers all of such
Participant's Participating Shares, the Plan Administrator will continue
to reinvest dividends on such Participant's Plan Shares until a written
request for withdrawal of all whole and fractional Plan Shares from the
Plan is received from the Participant. The Plan Administrator, at its
discretion, may terminate any account with a balance of less than one
whole share.
PARTICIPATION TERMINATION
28. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN?
Participation in the Plan may be terminated at any time by
providing written notice to the Plan Administrator. The notice of
termination of all interests in the Plan should be mailed to the address
set forth in
<PAGE>
Question 6. If the notice is received by the Plan Administrator before
the next record date for purchases made through the reinvestment of
dividends or optional cash deposits, as the case may be, such dividen
and all subsequent dividends on such shares will be paid to the
Participant in cash and any optional cash deposit will be invested
unless return of any such optional cash deposit is expressly requested
in such written notice of termination and the notice is received by the
Plan Administrator at least five business days prior to the record date
for the related Investment Date. If the notice of termination is
received by the Plan Administrator on or after the record date for
purchases made through the reinvestment of dividends or optional cash
deposits, as the case may be, the Plan Administrator, at its discretion,
may either pay any such dividend in cash, or reinvest it in Common Stock
on behalf of the terminating Participant, and any optional cash deposit
will be invested on the related Investment Date. All subsequent dividend
on such shares will be paid to the terminating Participant in cash.
Participation in the Plan will also be terminated if the Plan
Administrator receives written notice of the death or adjudicated
incompetency of a Participant, together with satisfactory supporting
documentation of the appointment of a legal representative, at least
five business days before the next record date for purchases made
through the reinvestment of dividends or optional cash deposits, as
applicable. In the event written notice of death or adjudicated
incompetency and such supporting documentation is received by the Plan
Administrator less than five business days before the next record date
for purchases made through the reinvestment of dividends or optional
cash deposits, as applicable, shares will be purchased for the
Participant with the related cash dividend or optional cash deposit and
participation in the Plan will not terminate until after such dividend
or deposit has been reinvested. Thereafter, no additional purchase of
shares will be made for the Participant's account and the Participant's
shares and any cash dividends paid thereon will be forwarded to such
Participant's legal representative.
Upon termination of participation in the Plan, unless a
Participant has requested that all of the shares held in the
Participant's account be sold by the Plan Administrator, the Plan
Administrator will send such Participant a stock certificate for the
number of whole shares in such Participant's account and a check in an
amount equal to the value of any fractional share based upon the
prevailing market price as soon as practicable after timely written
notice from a Participant is received by the Plan Administrator. Upon
receipt of instructions from a Participant to withdraw all Plan Shares
from a Plan account, the Plan Administrator will send a stock
certificate for the number of whole Plan Shares in that Plan account.
If such Participant's most recent Enrollment Card indicated "Full
Dividend Reinvestment," cash dividends on such Participant's
Participating Shares and the Plan Shares withdrawn from the Plan account
would continue to be reinvested. The Plan Administrator may, at its
discretion, terminate any account with a balance of less than a whole
share. In the event of such termination by the Plan Administrator, the
Plan Administrator will send the Participant a check for the value of
such fractional share as calculated above and will then close such
Participant's account.
Upon termination of participation in the Plan, Participants
who do not wish to receive a stock certificate for the number of whole
shares in their account may request that all of those shares be sold.
If such a request is made, no Participant shall have the authority to
direct the date or sales price at which Plan shares may be sold. The
sale will be made by the Plan Administrator at the prevailing market
price as soon as practicable after such request is received. The
Participant will receive the proceeds of the sale plus the value of
any fractional share, less any related brokerage commissions, a $15
fee payable to the Plan Administrator, and any applicable transfer
taxes.
RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS
29. IF AHMANSON HAS A RIGHTS OFFERING HOW WILL THE RIGHTS ON PLAN
SHARES BE TREATED?
Participation in any rights offering will be based upon both
shares of Common Stock registered in a Participant's name and any whole
Plan Shares credited to such Participant's Plan account.
<PAGE>
30. WHAT HAPPENS IF AHMANSON ISSUES A DIVIDEND PAYABLE IN COMMON
STOCK OR DECLARES A COMMON STOCK SPLIT?
Any stock dividends or split shares distributed by Ahmanson on
Plan Shares will be credited pro rata to each Participant's account in
the same manner as stockholders who are not participants in the Plan.
Stock dividends or split shares distributed on shares registered in a
Participant's name will be mailed directly to the Participant.
VOTING
31. HOW WILL THE PLAN ADMINISTRATOR VOTE SHARES CREDITED TO A
PARTICIPANT'S PLAN ACCOUNT AT STOCKHOLDERS' MEETINGS?
For each meeting of stockholders, a Participant will receive
proxy materials that will enable the Participant to vote both the shares
registered in the Participant's name directly and shares credited to the
Participant's Plan account. If a Participant elects, he or she may vote
his or her shares, including all Plan Shares held for his or her account
under the Plan, in person at the stockholders' meeting.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
32. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
The following summary is based upon an interpretation of
current federal tax law. Participants should consult their own tax
advisers to determine particular tax consequences, including state
income tax (and non-income tax, such as transfer tax) consequences,
which vary from state to state and which may result from participation
in the Plan and subsequent disposition of shares acquired pursuant to
the Plan. Income tax consequences to Participants residing outside the
United States will vary from jurisdiction to jurisdiction.
Participants in the Plan will be treated for federal income
tax purposes as having received, on the dividend payment date, a
dividend in an amount equal to the fair market value on that date of the
shares acquired with reinvested dividends. Such shares will have a tax
basis equal to the same amount. For federal income tax purposes, the
fair market value of shares acquired with reinvested dividends under the
Plan will be equal to 100% of the average of the high and low sale
prices of shares on the dividend payment date. It should be noted that
the fair market value on the dividend payment date is likely to differ
from the Market Price for the Pricing Period immediately preceding the
related dividend payment date (which is used to determine the number of
shares acquired).
The following example may be helpful to illustrate the
federal income tax consequences of the reinvestment of dividends.
<TABLE>
<S> <C> <C>
Cash dividends reinvested $100.00
Assumed fair market value* $ 20.00
Assumed Market Price* $ 19.00
Less 3% discount per share $ (0.57)
........
Net purchase price per share $ 18.43
Number of shares purchased ($100.00/$18.43) 5.426
Total taxable dividend resulting from
transaction ($20.00 x 5.426) $108.52
_______________
<FN>
* These prices are assumed for illustrative purposes only, and will vary
with the market price of Common Stock.
</TABLE>
Participants will be treated as having received a dividend,
upon the purchase of shares with an optional cash deposit, in an amount
equal to the excess, if any, of the fair market value of the shares on the
<PAGE>
Investment Date over the amount of the optional cash deposit. Such
shares will have a tax basis equal to the amount of the deposit plus the
excess, if any, of the fair market value of the shares purchased over
the amount of the deposit. The fair market value on an acquisition date
is likely to differ from the Market Price for the Pricing Period
immediately preceding the related Investment Date (which is used to
determine the number of shares acquired).
The following example may be helpful to illustrate the federal
income tax consequences of the optional cash deposit feature at a 3%
discount from the Market Price.
<TABLE>
<S> <C> <C>
Optional cash deposit $100.00
Assumed fair market value* $ 20.00
Assumed Market Price* $ 19.00
Less 3% discount per share $ (0.57)
........
Net purchase price per share $18.43
Number of shares purchased ($100.00/$18.43) 5.426
Total taxable dividend resulting from transaction
(5.426 x $20.00 - $100.00) $ 8.52
__________________
<FN>
*These prices are assumed for illustrative purposes only, and will vary
with the market price of Common Stock.
</TABLE>
A Participant's holding period for shares acquired pursuant to
the Plan will begin on the day following the Investment Date.
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 request for certain of those shares or
upon termination of participation in the Plan. A Participant will
realize gain or loss upon the sale or exchange of shares acquired under
the Plan. A Participant will also realize gain or loss upon receipt,
following termination of participation in the Plan, of a cash payment
for any fractional share equivalent credited to the Participant's
account. The amount of any such 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 thereof.
In the case of corporate stockholders, dividends may be
eligible for the dividends-received deduction.
The foregoing discussion is based on the assumption that newly
issued or treasury shares will be purchased directly from Ahmanson. If
the shares are purchased in the open market, the consequences will be
generally the same. However, the payment of brokerage commissions by
Ahmanson in connection with the purchase or sale of shares in the open
market may be treated as additional dividend income to the Participant
and, in such event, will increase the tax basis of such shares.
33. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO
STOCKHOLDERS WHO PARTICIPATE IN THE PLAN?
If a Participant fails to provide certain federal income tax
certifications in the manner required by law, dividends on shares of
Common Stock, proceeds from the sale of fractional shares and proceeds
from the sale of shares held for a Participant's account will be subject
to federal income tax withholding at the rate of 31%. If withholding is
required for any reason, the appropriate amount of tax will be withheld.
Certain stockholders (including most corporations) are, however, exempt
from the above withholding requirements.
If a Participant is a foreign stockholder whose dividends are
subject to federal income tax withholding at the 30% rate (or a lower
treaty rate), the appropriate amount will be withheld and the balance in
shares will be credited to such participant's account.
<PAGE>
RESPONSIBILITY OF AHMANSON AND THE PLAN ADMINISTRATOR
34. WHAT ARE THE RESPONSIBILITIES OF AHMANSON AND THE PLAN
ADMINISTRATOR UNDER THE PLAN?
Neither Ahmanson nor the Plan Administrator will be liable for
any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's
death, the prices at which shares are purchased or sold for the
Participant's account, the times when purchases or sales are made, or
fluctuations in the market value of Common Stock. However, the right of
Participants to bring actions against Ahmanson or the Plan Administrator
based on violations of federal securities laws is not abridged by the
foregoing. The terms and conditions of the Plan and its operation will
be governed by the laws of the State of New York.
The Participant should recognize that neither Ahmanson nor the
Plan Administrator can provide any assurance of a profit or protection
against loss on shares purchased under the Plan.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
35. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
Ahmanson reserves the right to suspend or terminate the Plan
at any time, including during the period between a record date and the
related Investment Date. Participants will be notified of any such
suspension or termination. Ahmanson also reserves the right to make
modifications to the Plan and, in such event, will provide Participants
with a copy of any material modification. Upon termination of the Plan,
except in the circumstances described below, any uninvested dividends
and optional cash deposits will be returned, a stock certificate for any
whole shares credited to each Participant's Plan account will be issued
and a cash payment will be made for any fractional share credited to
each such account.
In the event that Ahmanson terminates the Plan for the purpose
of establishing another dividend reinvestment and common stock purchase
plan, Participants will be automatically enrolled in such other plan and
shares credited to their Plan accounts will be credited automatically to
such other plans, unless notice to the contrary is received by the Plan
Administrator.
Ahmanson and the Plan Administrator also reserve the right to
terminate any Participant's participation in the Plan at any time for
any reason including, without limitation, trading, transactional profit
activities or excessive joinings and terminations which may cause
aberrations in the price or trading volume of Common Stock.
OTHER INFORMATION
36. HOW MAY PARTICIPANTS OBTAIN ANSWERS TO QUESTIONS CONCERNING
THEIR PLAN ACCOUNTS?
Questions concerning Plan accounts should be addressed to the
Plan Administrator at the address and telephone number provided at
Question 6.
37. HOW MAY STOCKHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS
REGARDING THE PLAN?
Stockholders may call (818) 814-6512 to obtain the current
Threshold Price applicable to certain optional cash deposits. To obtain
the current Waiver Discount, if any, or for permission to invest amounts
in excess of the maximum monthly purchase limits, call (818) 814-7986.
See Question 18.
Any additional questions should be directed to:
H. F. Ahmanson & Company
Attn: Investor Relations
<PAGE>
4900 Rivergrade Road
Irwindale, California 91706
or call (818) 814-7986
38. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN COMMON STOCK?
A Participant's investment in shares held in his or her Plan
account is no different than such Participant's investment in directly
held shares in that such Participant bears all risk of loss that may
result from market fluctuations in the price of Common Stock. Neither
Ahmanson nor the Plan Administrator can provide any assurance of a
profit or protection against loss on any shares purchased under the
Plan.
39. HOW IS THE PLAN INTERPRETED?
Any question of interpretation arising under the Plan will be
determined by Ahmanson, and any such determination will be final.
Ahmanson may adopt rules and regulations to facilitate the
administration of the Plan. The terms and conditions of the Plan and
its operation will be governed by the laws of the State of New York.
40. WHAT ARE SOME OF THE PARTICIPANT RESPONSIBILITIES UNDER THE
PLAN?
Plan Shares are subject to escheat to the state in which the
Participant resides in the event that such shares are deemed, under such
state's laws, to have been abandoned by the Participant. Participants,
therefore, should notify the Plan Administrator promptly in writing of
any change of address. Account statements and other communications to
Participants will be addressed to them at the last address of record
provided by Participants to the Plan Administrator.
Participants will have no right to draw checks or drafts
against their Plan accounts or to instruct the Plan Administrator with
respect to any shares of Common Stock or cash held by the Plan
Administrator except as expressly provided herein.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered
pursuant to the Plan will be used to make a capital contribution to Home
Savings and/or for other general corporate purposes of Ahmanson.
Ahmanson has no basis for estimating either the number of shares of
Common Stock that will be ultimately sold by it pursuant to the Plan or
the prices at which such shares will be sold.
PLAN OF DISTRIBUTION
The Common Stock acquired under the Plan is being sold
directly by Ahmanson through the Plan. Ahmanson may sell Common Stock
to owners of shares (including brokers or dealers) who, in connection
with any resales of such shares, may be deemed to be underwriters. Such
shares, including shares acquired pursuant to waivers granted with
respect to the optional cash deposit feature of the Plan, may be resold
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. These exchanges include the New York
Stock Exchange and the Pacific Stock Exchange, the national exchanges on
which the Common Stock is currently listed. Under certain
circumstances, it is expected that a portion of the shares of Common
Stock available for issuance under the Plan will be issued pursuant to
such waivers. The difference between the price such owners pay to
Ahmanson for shares of Common Stock acquired under the Plan, after
deduction of the applicable discount from the Market Price, and the
price at which such shares are resold, may be deemed to constitute
underwriting commissions received by such owners in connection with such
transactions.
<PAGE>
Subject to the availability of shares of Common Stock
registered for issuance under the Plan, there is no total maximum number
of shares that can be issued pursuant to the reinvestment of dividends.
However, each Participant is subject to a maximum dividend reinvestment
limitation of $100,000 per quarter unless each Participant obtains the
prior approval of Ahmanson to exceed such limit. From time to time,
financial intermediaries may engage in positioning transactions in order
to benefit from the discount from the Market Price of Common Stock
acquired through the reinvestment of dividends under the Plan.
Ahmanson will pay any and all brokerage commissions and
related expenses incurred in connection with purchases of Common Stock
under the Plan. Upon withdrawal by a Participant from the Plan by the
sale of Common Stock held under the Plan, the Participant will receive
the proceeds of such sale less a $15 fee paid to the Plan Administrator
(if such resale is made by the Plan Administrator at the request of a
Participant) any related brokerage commissions and any applicable
transfer taxes.
Common Stock may not be available under the Plan in all
states. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any Common Stock or other securities in
any state or any other jurisdiction to any person to whom it is unlawful
to make such offer in such jurisdiction.
EXPERTS
The consolidated financial statements of Ahmanson as of
December 31, 1992 and 1991 and for each of the years in the three-year
period ended December 31, 1992 included in Ahmanson's Annual Report on
Form 10-K for the year ended December 31, 1992 have been incorporated
herein by reference in reliance on the report of KPMG Peat Marwick,
independent certified public accountants, incorporated herein by
reference, and upon the authority of such firm as experts in auditing
and accounting.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for Ahmanson by Gibson, Dunn & Crutcher,
Los Angeles, California. Arthur W. Schmutz, a director of Ahmanson, is
an advisory partner of Gibson, Dunn & Crutcher.
<PAGE>
GLOSSARY
"Ahmanson" means H. F. Ahmanson & Company, a Delaware corporation.
"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).
"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 Plan
Administrator is authorized or obligated by law to close.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock, $.01 par value, of Ahmanson.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Home Savings" means Home Savings of America, FSB, a wholly owned
subsidiary of Ahmanson.
"Investment Date" means, with respect to Common Stock acquired directly
from Ahmanson, the first business day of each month in a month for which
no dividends are paid or the dividend payment date declared by the Board
of Directors (unless such date is not a business day in which case it is
the first business day immediately thereafter) for a month in which
dividends are paid or, in the case of open market purchases, as soon
thereafter as determined by the Plan Administrator.
"Market Price" means, with respect to Common Stock purchased directly
from Ahmanson, the average of the daily high and low sale prices,
computed to three decimal places, of the Common Stock on the NYSE for
the last twelve Trading Days of each calendar month and, with respect to
open market purchases, the weighted average purchase price, computed to
three decimals, paid for such Common Stock by the Plan Administrator.
"NYSE" means the New York Stock Exchange.
"Participant" means an eligible holder of Common Stock who wishes to
participate in the Plan.
"Participating Shares" means shares of Common Stock owned by a
Participant on the applicable record date as to which such Participant
has directed Ahmanson to pay the related cash dividends to the Plan
Administrator.
"Plan" means the Dividend Reinvestment and Common Stock Purchase Plan of
Ahmanson.
"Plan Administrator" means a plan administrator that administers the
Plan, keep records, sends statements of account to each Participant and
performs other duties related to the Plan. First Chicago Trust Company
of New York currently serves as Plan Administrator of the 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 last twelve Trading
Days of each month.
"Registered Owners" means stockholders whose shares of Common Stock are
registered on the stock transfer book of Ahmanson in their own names.
<PAGE>
"Requests for Waiver" means a written request from a Participant to
exceed the monthly optional cash deposit limitation of $5,000.
"Securities Act" means the Securities Act of 1933, as amended.
"Threshold Price" means the minimum price, if any, established by
Ahmanson that the average high and low prices of the Common Stock must
equal or exceed during each Trading Day of the Pricing Period for
optional cash deposits made pursuant to Written Requests for Waiver.
"Trading Day" means a day on which trades in the Common Stock are
reported on the NYSE.
"Waiver Discount" means the discount from the Market Price applicable to
optional cash deposits made pursuant to written Requests for Waiver.
Such discount will vary between 0% and 5% of the Market Price and may
vary each month.
<PAGE>
SCHEDULE A
LIST OF IMPORTANT DATES (ESTIMATED) IN 1994 FOR COMMON STOCK PURCHASED
FROM AHMANSON UNDER THE PLAN
<TABLE>
<CAPTION>
PRICING PERIOD (LAST
THRESHOLD PRICE OPTIONAL CASH 12 TRADING DAYS) INVESTMENT
SET DATE: RECORD DATE: DEPOSIT DUE DATE: COMMENCEMENT DATE: DATE:
............... ............ ................. .................. ..................
<S> <C> <C> <C> <C>
March 9, 1994 March 14, 1994 March 15, 1994 March 16, 1994 April 4, 1994
April 7, 1994 April 12, 1994 April 13, 1994 April 14, 1994 May 2, 1994
May 5, 1994* May 10, 1994* May 12, 1994 May 13, 1994 June 1, 1994*
June 8, 1994 June 13, 1994 June 14, 1994 June 15, 1994 July 1, 1994
July 7, 1994 July 12, 1994 July 13, 1994 July 14, 1994 August 1, 1994
August 5, 1994* August 10, 1994* August 15, 1994 August 16,1994 September 1, 1994*
September 8, 1994 September 13, 1994 September 14, 1994 September 15,1994 October 3, 1994
October 7, 1994 October 12, 1994 October 13, 1994 October 14,1994 November 1, 1994
November 7, 1994* November 10, 1994* November 11, 1994 November 14,1994 December 1, 1994*
_______________
<FN>
* The dates marked by an asterisk are those expected to be applicable
under the Plan with respect to future dividends, if and when declared by
the Board of Directors. The actual record and payment dates will be
determined by the Board of Directors.
</TABLE>
SUMMARY DATE INFORMATION
- - The Investment Date is, with respect to Common Stock acquired
directly from Ahmanson, the first business day of each month in a
month for which no dividends are paid or the dividend payment date
declared by the Board of Directors (unless such date is not a
business day, in which case it is the first business day immediately
thereafter) for a month in which dividends are paid or, in the case
of open market purchases, as soon thereafter as determined by the
Plan Administrator.
- - The Pricing Period is the last twelve Trading Days of each month.
- - The due date for optional cash deposits is one business day prior to
the commencement of the Pricing Period.
- - The record date for dividends is set by the Board of Directors. The
record date for optional cash deposits is two business days prior to
the commencement of the Pricing Period, except in months having a
dividend record date, in which case the record date is the same as
the dividend record date.
- - The Threshold Price is set three business days prior to the record
date.
<PAGE>
.......................................................................
No person has 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 the solicitation of an offer to buy any securities
other than the securities to which it relates or any offer to sell or
the solicitation of an offer to buy such securities in any circumstances
in which such offer or solicitation is unlawful. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in
the affairs of Ahmanson since the date hereof or that the information
contained herein is correct as of any time subsequent to its date.
.......................
Table of Contents
Available Information...............................1
Incorporation of Certain Documents by Reference.....1
H. F. Ahmanson & Company............................2
Summary of the Plan.................................4
Description of the Plan.............................6
The Plan..........................................6
Purpose...........................................6
Options to Participants...........................6
Advantages and Disadvantages......................7
Administration....................................8
Participation.....................................8
Purchases.........................................10
Optional Cash Deposits............................12
Costs of Participation in the Plan................15
Reports to Participants...........................15
Stock Certificates................................16
Withdrawal of Shares in Plan Accounts.............16
Participation Termination.........................17
Rights Offerings, Stock Dividends and Stock
Splits...........................................18
Voting............................................18
Federal Income Tax Consequences to
Participants.....................................18
Responsibility of Ahmanson and the Plan
Administrator...................................20
Suspension, Modification or Termination of
the Plan.........................................20
Other Information.................................21
Use of Proceeds.....................................22
Plan of Distribution................................22
Experts.............................................22
Legal Matters.......................................22
Glossary............................................23
List of Important Dates in 1994.....................25
Summary Data Information............................25
.............................................................
H. F. AHMANSON & COMPANY
DIVIDEND REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
...................
PROSPECTUS
...................
FEBRUARY 16, 1994
..........................................................
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement $ 55,859.78
Legal Fees and Expenses 30,000
Accounting Fees and Expenses 2,000
Fees of Transfer Agent and Registrar 2,500
Blue Sky Fees and Expenses 6,000
Printing and Engraving Fees 25,000
Stock Exchange Listing Fees 9,640
Miscellaneous 10,000
..........
Total $140,999.78
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware, the
state of incorporation of Ahmanson, and the Bylaws of Ahmanson provide
for indemnification of directors and officers. Section 145 of the
Delaware General Corporation Law provides generally that a person sued
as a director, officer, employee or agent of a corporation may be
indemnified by the corporation for reasonable expenses, including
attorneys' fees, if, in cases other than actions brought by or in the
right of the corporation, he or she has acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation (and in the case of a criminal
proceeding, had no reasonable cause to believe that his or her conduct
was unlawful). Section 145 provides that no indemnification for any
claim or matter may be made, in the case of an action brought by or in
the right of the corporation, if the person has been adjudged to be
liable, unless the Court of Chancery or other court determines that
indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer,
employee or agent who has been successful on the merits, or otherwise,
in defense of a suit against him or her. The determination of whether a
director, officer, employee or agent should be indemnified is made by a
majority of disinterested directors, independent legal counsel or the
stockholders.
Directors and officers of Ahmanson are covered under policies
of directors' and officers' liability insurance with coverage
aggregating $46,000,000. The directors and executive vice presidents of
Ahmanson and all other officers serving Ahmanson as first vice
presidents or in a higher position are parties to Indemnity Agreements
with Ahmanson (the "Indemnity Agreements"). The Indemnity Agreements
provide indemnification for the directors and covered officers in the
event the directors' and officers' liability insurance does not cover a
particular claim for indemnification or if such a claim or claims exceed
the limits of such coverage. The Indemnity Agreements are generally
intended to provide indemnification for any amounts a director or
covered officer is legally obligated to pay because of claims arising
out of the director's or officer's service to Ahmanson, Home Savings or
any other subsidiary of Ahmanson.
ITEM 16. EXHIBITS.
4.1 Composite Certificate of Incorporation
of H. F. Ahmanson & Company (filed as Exhibit 4.1 to Form
10-Q for the quarter ended June 20, 1986, Commission File
<PAGE>
Number 1-8930) and amendments thereto (filed as Exhibit
28.1 to Form 10-Q for the quarter ended June 30, 1987,
Commission File Number 1-8930, and Exhibit 3.1.1 to Form
10-Q for the quarter ended June 30, 1988, Commission File
Number 1-8930) (incorporated by reference)
4.2 Bylaws of H. F. Ahmanson & Company, as
amended and in effect on September 28, 1993
4.3 Rights Agreement, dated July 26, 1988,
between H. F. Ahmanson & Company and Union Bank (filed as
Exhibit 4.3 to Form 8-K dated July 26, 1988, Commission
File Number 1-8930) (incorporated by reference)
4.4 Form of Certificate representing shares
of Common Stock (filed as Exhibit 4.5 to Form S-3 filed
June 2, 1993, Registration No. 33-57218) (incorporated by
reference)
5.1 Opinion of Gibson, Dunn & Crutcher
regarding issuance
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Gibson, Dunn & Crutcher
(included in its opinion filed as Exhibit 5.1)
24.1 Power of Attorney*
99.1 Specimen Enrollment Card
99.2 Specimen Broker and Nominee Form
99.3 Form of Request for Waiver with respect
to optional cash deposits
___________________
[FN]
*Previously Filed
ITEM 17. UNDERTAKINGS.
Ahmanson hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933 (the "Act"), each filing
of Ahmanson's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
Ahmanson pursuant to the foregoing provisions, or otherwise, Ahmanson
has been advised that in the opinion of the Securities and Exchange
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
Ahmanson of expenses incurred or paid by a director, officer or
controlling person of Ahmanson 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, Ahmanson
will, unless in the opinion of its counsel that 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>
Ahmanson 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 Act;
(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;
(iii) to include any material information with
respect to the plan of distribution not previously
disposed 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 the post-effective
amendment by those paragraphs is contained in periodic reports
filed by Ahmanson 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
H. F. Ahmanson & 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 the City of Irwindale,
State of California, on February 15, 1994.
H. F. Ahmanson & Company
By /S/ GEORGE G. GREGORY
......................
George G. Gregory
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on February 15, 1994
by the following persons in the capacities indicated.
SIGNATURE CAPACITY DATE
Director
............................
Robert H. Ahmanson
WILLIAM H. AHMANSON* Director February 15, 1994
............................
William H. Ahmanson
BYRON ALLUMBAUGH* Director February 15, 1994
............................
Byron Allumbaugh
RICHARD M. BRESSLER* Director February 15, 1994
............................
Richard M. Bressler
LODWRICK M. COOK* Director February 15, 1994
............................
Lodwrick M. Cook
Director
............................
Bill Daniels
RICHARD H. DEIHL* Chairman of the Board February 15, 1994
............................
Richard H. Deihl
ROBERT M. De KRUIF* Director February 15, 1994
............................
Robert M. De Kruif
<PAGE>
/s/ GEORGE G. GREGORY Director February 15, 1994
............................
George G. Gregory
DAVID S. HANNAH* Director February 15, 1994
............................
David S. Hannah
DELIA M. REYES* Director February 15, 1994
............................
Delia M. Reyes
CHARLES R. RINEHART* Director and February 15, 1994
........................... Chief Executive Officer
Charles R. Rinehart (Principal Executive Officer)
ELIZABETH SANDERS* Director February 15, 1994
..........................
Elizabeth Sanders
ARTHUR W. SCHMUTZ* Director February 15, 1994
..........................
Arthur W. Schmutz
WILLIAM D. SCHULTE* Director February 15, 1994
..........................
William D. Schulte
KEVIN M. TWOMEY* Executive Vice President February 15, 1994
.......................... and Chief Financial Officer
Kevin M. Twomey (Principal Financial Officer)
GEORGE MIRANDA* First Vice President and February 15, 1994
..........................
George Miranda Treasurer (Principal
Accounting Officer)
*By: /S/ GEORGE G. GREGORY
.....................
George G. Gregory
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
Sequentially
Exhibit Numbered
No. Page
<C> <S> <C>
4.1 Composite Certificate of Incorporation
of H. F. Ahmanson & Company (filed as
Exhibit 4.1 to Form 10-Q for the quarter
ended June 20, 1986, Commission File
Number 1-8930) and amendments thereto
(filed as Exhibit 28.1 to Form 10-Q for
the quarter ended June 30, 1987,
Commission File Number 1-8930, and
Exhibit 3.1.1 to Form 10-Q for the
quarter ended June 30, 1988, Commission
File Number 1-8930) (incorporated by
reference)
4.2 Bylaws of H. F. Ahmanson & Company, as
amended and in effect on September 28,
1993
4.3 Rights Agreement, dated July 26, 1988,
between H. F. Ahmanson & Company and
Union Bank (filed as Exhibit 4.3 to Form
8-K dated July 26, 1988, Commission File
Number 1-8930) (incorporated by
reference)
4.4 Form of Certificate representing shares
of Common Stock (filed as Exhibit 4.5 to
Form S-3 filed June 2, 1993,
Registration No. 33-57218) (incorporated
by reference)
5.1 Opinion of Gibson, Dunn & Crutcher
regarding issuance
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Gibson, Dunn & Crutcher
(included in its opinion filed as
Exhibit 5.1)
24.1 Power of Attorney*
99.1 Specimen Enrollment Card
99.2 Specimen Broker and Nominee Form
99.3 Form of Request for Waiver with respect
to optional cash deposits
...................
<FN>
*Previously Filed
</TABLE>
BY-LAWS
OF
H. F. AHMANSON & COMPANY
ARTICLE I
OFFICES
SECTION 1.01 Registered Office. The registered office of H.
F. Ahmanson & Company (hereinafter called the Corporation) in the State
of Delaware shall be at 229 South State Street, City of Dover, County of
Kent, and the name of the registered agent at that address shall be The
Prentice-Hall Corporation System, Inc.
SECTION 1.02 Principal Office. The principal office for the
transaction of the business of the Corporation shall be at 4900
Rivergrade Road, Irwindale, California. The Board of Directors
(hereinafter called the "Board") is hereby granted full power and
authority to change said principal office from one location to another.
SECTION 1.03 Other Office. The Corporation may also have an
office at such other place or places, either within or without the State
of Delaware, as the Board may from time to time determine or as the
business or the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meetings. Annual meetings of the
stockholders of the Corporation for the purpose of electing directors
and for the transaction of such other proper business as may come before
such meetings shall be held on the third Tuesday in May of each year if
not a legal holiday, and if a legal holiday, then on the next business
day following, at 2:00 P.M., or at such other time or date as the Board
shall determine by resolution.
SECTION 2.02 Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the Board or a
committee of the Board which has been duly designated by the Board and
whose powers and authority, as provided in a resolution of the Board or
in these By-Laws, include the power to call such meetings. Unless
otherwise prescribed by statute or by the Certificate of Incorporation,
special meetings may not be called by any other person or persons. No
business may be transacted at any special meeting of stockholders other
than such business as may be designated in the notice calling such
meeting.
SECTION 2.03 Place of Meetings. All meetings of the
stockholders shall be held at such places, within or without the State
of Delaware, as may from time to time be designated by the person or
persons calling the respective meeting and specified in the respective
notices or waivers of notice thereof.
SECTION 2.04 Notice of Meetings. Except as otherwise
required by law, notice of each meeting of the stockholders, whether
annual or special, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder of
record entitled to vote at such meeting by delivering a typewritten or
printed notice thereof to him personally, or by depositing such notice
in the United States mail, in a postage prepaid envelope, directed to
him at his post office address furnished by him to the Secretary of the
Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him
at such address by telegraph, cable, or wireless. Except as otherwise
expressly required by law, no publication of any notice of a meeting of
the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and,
in the case of a special meeting, shall also state the purpose or
purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who
shall have waived such notice and such notice shall be deemed waived by
any stockholder who shall attend such meeting in person or by proxy,
except as a stockholder who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened. Except as otherwise expressly required by law, notice of
any adjourned meeting of the stockholders need not be given if the time
and place thereof are announced at the meeting at which the adjournment
is taken.
SECTION 2.05 Quorum. Except in the case of any meeting for
the election of directors summarily ordered as provided by law, the
holders of record of a majority in voting interest of the shares of
stock of the Corporation entitled to be voted thereat, present in person
or by proxy, shall constitute a quorum for the transaction of business
at any meeting of the stockholders of the Corporation or any adjournment
thereof. In the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the stockholders present in
person or by proxy and entitled to vote thereat or, in the absence
therefrom of all the stockholders, any officer entitled to preside at,
or to act as secretary of, such meeting may adjourn such meeting from
time to time. At any such adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted
at the meeting as originally called.
SECTION 2.06 Voting.
(a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the Corporation having voting rights on
the matter in question and which shall have been held by him and
registered in his name on the books of the Corporation:
(i) on the date fixed pursuant to Section 6.05 of
these By-Laws as the record date for the determination of
stockholders entitled to notice of and to vote at such
meeting, or
(ii) if no such record date shall have been so
fixed, then (a) at the close of business on the day next
preceding the day on which notice of the meeting shall be
given or (b) if notice of the meeting shall be waived, at
the close of business on the day next preceding the day
on which the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or
to another corporation, if a majority of the shares entitled to vote in
the election of directors in such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes. Persons holding stock of the Corporation
in a fiduciary capacity shall be entitled to vote such stock. Persons
whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he shall have expressly
empowered the pledgee to vote thereon, in which case only the pledgee,
or his proxy, may represent such stock and vote thereon. Stock having
voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted
in accordance with the provisions of the General Corporation Law of the
State of Delaware.
(c) Any such voting rights may be exercised by the
stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after
three years from its date unless said proxy shall provide for a longer
period. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the
same unless he shall in writing so notify the secretary of the meeting
prior to the voting of the proxy. At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of
Incorporation, in these By-Laws or by law, shall be decided by the vote
of a majority of the shares present in person or by proxy and entitled
to vote thereat and thereon, a quorum being present. The vote at any
meeting of the stockholders on any question need not be by ballot,
unless so directed by the chairman of the meeting. On a vote by ballot
each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and it shall state the number of shares voted.
SECTION 2.07 List of Stockholders. The Secretary of the
Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the duration thereof, and may be inspected by any
stockholder who is present.
SECTION 2.08 Judges. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the chairman of
such meeting may appoint a judge or judges to act with respect to such
vote. Each judge so appointed shall first subscribe an oath faithfully
to execute the duties of a judge at such meeting with strict
impartiality and according to the best of his ability. Such judges
shall decide upon the qualification of the voters and shall report the
number of shares represented at the meeting and entitled to vote on such
question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted
respectively for and against the question. Reports of judges shall be
in writing and subscribed and delivered by them to the Secretary of the
Corporation. The judges need not be stockholders of the Corporation,
and any officer of the Corporation may be a judge on any question other
than a vote for or against a proposal in which he shall have a material
interest.
SECTION 2.09 Stockholder Proposals at Meetings of the
Stockholders.
(a) At an annual or special meeting of the stockholders, only
such business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before a stockholders'
annual or special meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of
the Board; (ii) otherwise properly brought before the meeting by or at
the direction of the Board; or (iii) otherwise properly brought before
the meeting by a stockholder. In addition to any other applicable
requirements, and subject to any limitations on business which may be
proposed or transacted at such meeting, including the provisions of
Section 2.02 of these By-Laws, for business to be properly brought
before an annual or special meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely with respect to an annual meeting, a
stockholder's notice must be received at the principal executive office
of the Corporation not less than sixty (60) days nor more than one
hundred twenty (120) days prior to the date of such annual meeting;
provided, however, that in the event that the first public disclosure
(whether by mailing of a notice to stockholders or the New York Stock
Exchange, press release or otherwise) of the date of the annual meeting
is made less than sixty-five (65) days prior to the date of the meeting,
notice by the stockholder will be timely if received not later than the
close of business on the tenth (10th) day following the day on which
such public disclosure was first made. To be timely with respect to a
special meeting, a stockholder's notice must be received at the
principal executive office of the Corporation not later than the close
of business on the tenth (10th) day following the day on which the first
public disclosure (whether by mailing of a notice to stockholders or the
New York Stock Exchange, press release or otherwise) of the date of the
special meeting is made.
(b) A stockholder's notice to the Secretary shall set forth,
as to each matter the stockholder proposes to bring before the annual or
special meeting, (i) a reasonably detailed description of any proposal
to be made at such meeting; (ii) the name and address, as they appear on
the Corporation's stock register, of the stockholder proposing such
business; (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder; (iv) any
material interest of the stockholder in such business; and (v) such
other information relating to the stockholder or the proposal as is
required to be disclosed under the rules of the Securities and Exchange
Commission governing the solicitation of proxies whether or not such
proxies are in fact solicited by the stockholder. Notwithstanding
anything in these By-Laws to the contrary, no business shall be
conducted at an annual or special stockholders' meeting except in
accordance with the procedures set forth in this Section 2.09; provided,
however, that nothing in this Section 2.09 shall be deemed to preclude
discussion by any stockholder of any business properly brought before
the annual or special meeting in accordance with said procedures. The
chairman of an annual or special meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 2.09, and if he should so determine, any such business not
properly brought before the meeting shall not be transacted.
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers. The property, business and
affairs of the Corporation shall be managed by the Board.
SECTION 3.02 Number and Term of Office. The authorized
number of directors shall be such number as shall be determined from
time to time by a resolution adopted by a majority of the Board or by
the affirmative vote of the holders of not less than a majority of the
total voting power of all outstanding shares of voting stock of the
Corporation. Each of the directors of the Corporation shall hold office
until his successor shall have been duly elected and shall qualify or
until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3.03 Election of Directors. The directors shall be
elected by the stockholders of the Corporation, and at each election the
persons receiving the greatest number of votes, up to the number of
directors then to be elected, shall be the persons then elected. The
election of directors is subject to any provisions contained in the
Certificate of Incorporation relating thereto, including any provisions
for cumulative voting.
SECTION 3.04 Resignations. Any director of the Corporation
may resign at any time by giving written notice to the Board or to the
Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time be not specified, it shall
take effect immediately upon its receipt; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because
of death, resignation, disqualification, an increase in the number of
directors, or any other cause, may be filled by vote of the majority of
the remaining directors, although less than a quorum. Each director so
chosen to fill a vacancy shall hold office until his successor shall
have been elected and shall qualify or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3.06 Place of Meeting, Etc. The Board may hold any
of its meetings at such place or places within or without the State of
Delaware as the Board may from time to time by resolution designate or
as shall be designated by the person or persons calling the meeting or
in the notice or a waiver of notice of any such meeting. Directors may
participate in any regular or special meeting of the Board by means of
conference telephone or similar communications equipment pursuant to
which all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in person
at such meeting.
SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such
first meeting shall not be required.
SECTION 3.08 Regular Meetings. Regular meetings of the Board
may be held at such times as the Board shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the
meeting shall be held at the same hour and place on the next succeeding
business day not a legal holiday. Except as provided by law, notice of
regular meetings need not be given.
SECTION 3.09 Special Meetings. Special meetings of the Board
may be called by the Chairman of the Board of Directors or the President
and shall be called by the President or Secretary on the written request
of two directors. Notice of all special meetings of the Board shall be
given to each director:
(a) by first-class mail, postage prepaid, deposited in the
United States mail in the city where the principal executive office of
the Corporation is located at least five (5) days before the date of
such meeting; or
(b) by telegram, charges prepaid, such notice to be
transmitted by the telegraph company in the city of the principal
executive office of the Corporation at least forty-eight (48) hours
before the time of holding such meeting; or
(c) by personal delivery, or orally in person or by
telephone, at least twenty-four (24) hours prior to the time of holding
such meeting.
Notice given in accordance with paragraph (a) above shall
conclusively be deemed to be given to a director if addressed to the
director at any address the person giving the notice has reason to
believe will result in actual notice to the director prior to the time
of the meeting. Notice given in accordance with paragraph (b) or (c)
above shall conclusively be deemed to be given to a director if
delivered in writing or communicated orally either to the director or to
a person whom the person giving the notice has reason to believe will
deliver or communicate it to the director prior to the time of the
meeting. Notice given in accordance with paragraph (a), (b) or (c)
above shall conclusively be deemed to be given to a director if mailed
or delivered to the last address provided by the director to the
Secretary of the Corporation for such purpose. The notice need not
specify the purpose of the meeting, nor need it specify the place of the
meeting if the meeting is to be held at the principal executive office
of the Corporation.
Such notice may be waived by any director and any meeting
shall be a legal meeting without notice having been given if all the
directors shall be present thereat or those not present shall, either
before or after the meeting, sign a written waiver of notice of, or a
consent to, such meeting or shall after the meeting sign the approval of
the minutes thereof. All such waivers, consents or approvals shall be
filed with the corporate records or be made a part of the minutes of the
meeting.
SECTION 3.10 Quorum and Manner of Acting. Except as
otherwise provided in the Certificate of Incorporation or these By-Laws
or by law, the presence of a majority of the total number of directors
then in office shall be required to constitute a quorum for the
transaction of business at any meeting of the Board. Except as
otherwise provided in the Certificate of Incorporation or these By-Laws
or by law, all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the directors
present. In the absence of a quorum, a majority of directors present at
any meeting may adjourn the same from time to time until a quorum shall
be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall
have no power as such.
SECTION 3.11 Action by Consent. Any action required or
permitted to be taken at any meeting of the Board or of any committee
thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board or of such committee, as the case may
be, and such written consent is filed with the minutes of proceedings of
the Board or committee.
SECTION 3.12 Compensation. The directors shall receive only
such compensation for their services as directors as may be allowed by
resolution of the Board. The Board may also provide that the
Corporation shall reimburse each such director for any expense incurred
by him on account of his attendance at any meetings of the Board or
Committees of the Board. Neither the payment of such compensation nor
the reimbursement of such expenses shall be construed to preclude any
director from serving the Corporation or its subsidiaries in any other
capacity and receiving compensation therefor.
SECTION 3.13 Executive Committee. There may be an Executive
Committee of three or more directors appointed by the Board, who may
meet at stated times, or on notice to all by any of their own number,
during the intervals between the meetings of the Board; they shall
advise and aid the officers of the Corporation in all matters concerning
its interests and the management of its business, and generally perform
such duties and exercise such powers as may be directed or delegated by
the Board from time to time. To the full extent permitted by law, the
Board may delegate to such committee authority to exercise all the
powers of the Board while the Board is not in session. Vacancies in the
membership of the committee shall be filled by the Board at a regular
meeting or at a special meeting for that purpose. The Executive
Committee shall keep written minutes of its meeting and report the same
to the Board when required. The provisions of Sections 3.08, 3.09, 3.10
and 3.11 of these By-Laws shall apply, mutatis mutandis, to any
Executive Committee of the Board.
SECTION 3.14 Other Committees. The Board may, by resolution
passed by a majority of the whole Board, designate one or more other
committees, each such committee to consist of one or more of the
directors of the Corporation. To the full extent permitted by law, any
such committee shall have and may exercise such powers and authority as
the Board may designate in such resolution. Vacancies in the membership
of a committee shall be filled by the Board at a regular meeting or a
special meeting for that purpose. Any such committee shall keep written
minutes of its meetings and report the same to the Board when required.
The provisions of Sections 3.08, 3.09, 3.10 and 3.11 of these By-Laws
shall apply, mutatis mutandis, to any such committee of the Board.
SECTION 3.15 Notice of Director Nominations.
(a) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the Board may be
made at a meeting of stockholders (i) by or at the direction of the
Board by any nominating committee or person appointed by the Board or
(ii) by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice
procedures set forth in this Section 3.15. In addition to any other
applicable requirements, and subject to any limitations on business
which may be proposed or transacted at such meeting, including the
provisions of Section 2.02 of these By-Laws, such stockholder
nominations, other than those made by or at the direction of the Board,
shall be made pursuant to timely notice in writing to the Secretary of
the Corporation of the stockholder's intention to make such nomination.
To be timely with respect to an annual meeting, such a stockholder's
notice must be received at the principal executive office of the
Corporation not less than sixty (60) days nor more than one hundred and
twenty (120) days prior to the date of such annual meeting; provided,
however, that in the event that the first public disclosure (whether by
mailing of a notice to stockholders or the New York Stock Exchange,
press release or otherwise) of the date of the annual meeting is made
less than sixty-five (65) days prior to the date of the meeting, notice
by the stockholder will be timely if received not later than the close
of business on the tenth (10th) day following the day on which such
public disclosure was first made. To be timely with respect to a
special meeting, a stockholder's notice must be received at the
principal executive office of the Corporation not later than the close
of business on the tenth (10th) day following the day on which the first
public disclosure (whether by mailing of a notice to stockholders or the
New York Stock Exchange, press release or otherwise) of the date of the
special meeting is made.
(b) Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and
residence address of the person; (ii) the principal occupation or
employment of the person; (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
person; and (iv) such other information relating to the person as would
be required, under the rules of the Securities and Exchange Commission,
in a proxy statement soliciting proxies for the election of such person
whether or not such proxies are in fact solicited for the election of
such person; and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the Corporation's stock register, of
the stockholder; (ii) the class and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder; and
(iii) such other information relating to the stockholder or the
nomination as is required to be disclosed under the rules of the
Securities and Exchange Commission governing the solicitation of proxies
whether or not such proxies are in fact solicited by the stockholder.
Such notice must also include a signed consent of each such nominee to
serve as a director of the Corporation, if elected or re-elected. The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to
determine the eligibility for election as a director of the Corporation.
These provisions shall not apply to nomination of any persons entitled
to be separately elected by holders of preferred stock of the
Corporation. In the event that a person is validly designated as a
nominee in accordance with the procedures specified above and shall
thereafter become unable or unwilling to stand for election to the
Board, the Board or the stockholder who proposed such nominee, as the
case may be, may designate a substitute nominee; provided, however, that
in the case of persons not nominated by the Board, such a substitution
may only be made if notice as provided above in this Section 3.15 is
received at the principal executive office of the Corporation not later
than the earlier of (i) thirty (30) days prior to the date of the annual
meeting or (ii) ten (10) days after the stockholder proposing the
original nominee first learned that such original nominee has become
unable or unwilling to stand for election. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and
if he should so determine, the defective nomination shall be
disregarded.
ARTICLE IV
OFFICERS
SECTION 4.01 Number. The officers of the Corporation shall
be a Chairman of the Board, a President, and a Secretary. The Board
shall designate from among such officers a Chief Executive Officer and
may designate a Chief Operating Officer and make such other designations
as it deems appropriate. A person may hold more than one office
providing the duties thereof can be consistently performed by the same
person.
SECTION 4.02 Other Officers. The Board may appoint such
other officers as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Chief Executive Officer or
the Board.
SECTION 4.03 Election. Each of the officers of the
Corporation, except such officers as may be appointed in accordance with
the provisions of Section 4.02 or Section 4.05 of this Article, shall be
chosen annually by the Board and shall hold his office until he shall
resign or shall be removed or otherwise disqualified to serve, or his
successor shall be elected and qualified.
SECTION 4.04 Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board.
SECTION 4.05 Removal; Vacancies. Subject to the express
provisions of a contract authorized by the Board, any officer may be
removed, either with or without cause, at any time by the Board or by
any officer upon whom such power of removal may be conferred by the
Board. Any vacancy occurring in any office of the Corporation shall be
filled by the Board.
SECTION 4.06 The Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the stockholders and directors
and shall have such other powers and duties as may be prescribed by the
Board or by applicable law. He shall be an ex-officio member of
standing committees, if so provided in the resolutions of the Board
appointing the members of such committees.
SECTION 4.07 The Vice Chairman of the Board. In the absence
of the Chairman of the Board, the Vice Chairman of the Board shall have
all the powers and shall exercise all the duties of the Chairman of the
Board.
SECTION 4.08 The President. The President shall have such
powers and duties as may from time to time be assigned to him by the
Chief Executive Officer or the Board or as may be prescribed by these By-
Laws or applicable law. In the absence of the Chairman of the Board and
the Vice Chairman of the Board, the President, if he is a director of
the Corporation, shall have all the powers and shall perform all the
duties of the Chairman of the Board. The President shall be an ex-
officio member of standing committees, if so provided in the resolutions
of the Board appointing the members of such committees.
SECTION 4.09 The Chief Executive Officer. The Chief
Executive Officer shall be the managing officer of the Corporation.
Subject to the control of the Board, the Chief Executive Officer shall
have general supervision, control and management of the business and
affairs of the Corporation, and general charge and supervision of all
officers, agents and employees of the Corporation; shall see that all
orders and resolutions of the Board are carried into effect; and in
general shall exercise all powers and perform all duties incident to the
managing officer of the Corporation and such other powers and duties as
may from time to time be assigned to him by the Board or as may be
prescribed by these By-Laws or applicable law. He may execute and
deliver in the name of the Corporation all deeds, mortgages, bonds,
contracts and other instruments, except where required by law or these
By-Laws to be otherwise executed and delivered or where such execution
and delivery shall be expressly delegated by him or the Board to some
other officer or agent of the Corporation.
SECTION 4.10 The Chief Operating Officer. The Chief
Operating Officer shall have such powers and duties as may from time to
time be assigned to him by the Chief Executive Officer or the Board. In
the absence of the Chief Executive Officer, the Chief Operating Officer
shall have all the powers and shall perform all the duties of the Chief
Executive Officer.
SECTION 4.11 The Secretary and Assistant Secretary. The
Secretary shall attend all meetings of the Board and all meetings of the
stockholders and record all the proceedings of the meetings of the
Corporation and of the Board in a book to be kept for that purpose and
shall perform like duties for the standing and special committees of the
Board when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board, and
shall perform such other duties as may be prescribed by the Board or the
Chief Executive Officer, under whose supervision he shall act. He shall
have custody of the corporate seal of the Corporation and he, or an
assistant secretary, shall have authority to affix the same to any
instrument requiring it and, when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The Board
may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board (or if there
be no such determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of his inability or his
refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 5.01 Checks, Drafts, Etc. All checks, drafts or
other orders for payment of money, notes or other evidence of
indebtedness payable by the Corporation shall be signed by such person
or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such person or persons shall give such
bond, if any, as the Board may require.
SECTION 5.02 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other depositories as
the Board may select, or as may be selected by any officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation to whom such power shall have been delegated by the
Board. For the purpose of deposit and for the purpose of collection for
the account of the Corporation, the President, any Vice President or the
Treasurer (or any other officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation who shall
from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which
are payable to the order of the Corporation.
SECTION 5.03 General and Special Bank Accounts. The Board
may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other
depositories as the Board may select or as may be selected by any
officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation to whom such power shall have
been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with
the provisions of these By-Laws, as it may deem expedient.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.01 Certificates for Stock. Every owner of stock of
the Corporation shall be entitled to have a certificate or certificates,
to be in such form as the Board shall prescribe, certifying the number
and class of shares of the stock of the Corporation owned by him. The
certificates representing shares of such stock shall be numbered in the
order in which they shall be issued and shall be signed in the name of
the Corporation by the Chairman, Vice Chairman or President or a Vice
President, and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer
agent or registrar who has signed, or whose facsimile signature has been
placed upon, any such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue. A record shall be
kept of the respective names of the persons, firms or corporations
owning the stock represented by such certificates, the number and class
of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective
dates of cancellation. Every certificate surrendered to the Corporation
for exchange or transfer shall be cancelled, and no new certificate or
certificates shall be issued in exchange for any existing certificate
until such existing certificate shall have been so cancelled, except in
cases provided for in Section 6.04.
SECTION 6.02 Transfers of Stock. Transfers of shares of
stock of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary, or with a transfer clerk or a transfer agent appointed as
provided in Section 6.03, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of all
taxes thereon. The person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact
shall be so expressed in the entry of transfer if, when the certificate
or certificates shall be presented to the Corporation for transfer, both
the transferor and the transferee request the Corporation to do so.
SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-
Laws, concerning the issue, transfer and registration of certificates
for shares of the stock of the Corporation. It may appoint, or
authorize any officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and
may require all certificates for stock to bear the signature or
signatures of any of them.
SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated
Certificates. In any case of loss, theft, destruction or mutilation of
any certificate of stock, another may be issued in its place upon proof
of such loss, theft, destruction or mutilation and upon the giving of a
bond of indemnity to the Corporation in such form and in such sum as the
Board may direct; provided, however, that a new certificate may be
issued without requiring any bond when, in the judgment of the Board, it
is proper so to do.
SECTION 6.05 Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any other change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board may fix,
in advance, a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or
voting at a meeting of stockholders the Board shall not fix such a
record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board
shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided,
however, that the Board may fix a new record date for the adjourned
meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01 Right of Indemnification. The Corporation shall
indemnify and hold harmless each person who is or was a director or
officer of the Corporation, and each person who is or was serving at the
request of the Corporation as a director or officer of another
Corporation, partnership, joint venture, trust or other enterprise, to
the fullest extent permitted by the laws of Delaware, as from time to
time in effect. The Corporation may, if and to the extent authorized by
the Board of Directors of the Corporation in a specific case, indemnify
and hold harmless employees or agents of the Corporation or of such
other enterprises in the same manner and to the same extent. The
obligations set forth in this Section 7.01 shall inure to the benefit of
heirs, executors, administrators and personal representatives of those
entitled to the benefits of this Section 7.01 and shall be binding upon
any successor to the Corporation to the fullest extent permitted by the
laws of Delaware, as from time to time in effect. This Section 7.01
shall be applicable whether or not the matters to which the obligation
to indemnify or hold harmless relates arose in whole or part prior to
the adoption of this Article, and shall not be construed to limit the
powers of the Board of Directors to provide any other indemnification or
other rights or benefits which it may deem appropriate.
SECTION 7.02 Other Rights and Remedies. The benefits
provided by this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.
SECTION 7.03 Insurance. Upon resolution passed by the Board,
the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him or hold him harmless against such
liability under the provisions of this Article.
SECTION 7.04 Constituent Corporations. For the purposes of
this Article, references to "the Corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a
director, officer, employee or agent of such a constituent corporation
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the
same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
SECTION 7.05 Employee Benefit Plans. For purposes of this
Article, references to "other enterprises" shall include employee
benefit plans, and references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes a duty on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 Seal. The Board shall provide a corporate seal,
which shall be in the form of a circle and shall bear the name of the
Corporation and words and figures showing that the Corporation was
incorporated in the State of Delaware and the year of incorporation.
SECTION 8.02 Waiver of Notices. Whenever notice is required
to be given by these By-Laws or the Certificate of Incorporation or by
law, the person entitled to said notice may waive such notice in
writing, either before or after the time stated therein, and such waiver
shall be deemed equivalent to notice.
SECTION 8.03 Fiscal Year. The fiscal year of the Corporation
shall begin the first day of January in each year.
SECTION 8.04 Amendments. Subject to the provisions of the
Certificate of Incorporation, these By-Laws and applicable law, these By-
Laws or any of them may be amended or repealed and new By-Laws may be
adopted (a) by the Board, by vote of a majority of the number of
directors then in office or (b) by the vote of the holders of not less
than a majority of the total voting power of all outstanding shares of
voting stock of the Corporation at an annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders,
provided that notice of such proposed amendment, repeal or adoption is
given in the notice of special meeting. Subject to the provisions of
the Certificate of Incorporation, any By-Laws adopted or amended by the
stockholders may be amended or repealed by the Board or the
stockholders.
SECTION 8.05 Voting Stock. Unless otherwise ordered by the
Board, the Chairman of the Board shall have full power and authority on
behalf of the Corporation to attend and to act and vote at any meeting
of the stockholders of any corporation in which the Corporation may hold
stock and at any such meeting shall possess and may exercise any and all
rights and powers which are incident to the ownership of such stock and
which as the owner thereof the Corporation might have possessed and
exercised if present. The Board by resolution from time to time may
confer like powers upon any other person or persons.
DOCUMENT.02 /2+
ADDRESSEE
February 16, 1994
Page 2
February 16, 1994
(310) 552-8500
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-3, Registration Statement No. 33-50731 (the "Registration
Statement") in connection with the registration and sale from time to
time of 10,000,000 shares of common stock, par value $.01 (such
10,000,000 shares of common stock herein referred to as the
"Securities"), to be offered pursuant to your Dividend Reinvestment and
Common Stock Purchase Plan.
We have examined the proceedings heretofore taken and are
familiar with the procedures proposed to be taken by you in accordance
with the authorization, issuance and sale of the Securities. Based on
the foregoing, we are of the opinion that, when the Registration
Statement becomes effective under the Securities Act of 1933, as amended
(the "Securities Act"), and the Securities which are registered under
the Securities Act pursuant to the Registration Statement have been duly
issued and sold in the manner contemplated by the Registration
Statement, such Securities will be legally issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement, and we further consent to the use of our
name under the caption "Legal Matters" in the Registration Statement and
the Prospectus which forms a part thereof.
Very truly yours,
/s/GIBSON, DUNN & CRUTCHER
EMH/rml
DOCUMENT.02 /4+
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
H.F. Ahmanson & Company
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading "Experts"
in the Registration Statement.
KPMG PEAT MARWICK
Los Angeles, California
February 16, 1994
DOCUMENT.02 /0
ENROLLMENT CARD
(FOR MORE INFORMATION SEE REVERSE)
DIVIDEND REINVESTMENT AND COMMON
STOCK PURCHASE PLAN
Please enroll my account as
follows:
Place an "X" in one of the boxes
only, using black or
blue ink (/X/).
/ / 1. FULL DIVIDEND REINVESTMENT -
Reinvest any dividends that may
become payable to me on all
Common Stock now or hereafter
registered to me and any optional
cash deposits I may choose to
send.
/ / 2. PARTIAL DIVIDEND
REINVESTMENT - Reinvest any
dividends that may become payable
to me on the following shares of
my Common Stock and any optional
cash deposits I may choose to
send. / Shs./
/ / 3. OPTIONAL CASH DEPOSITS ONLY
- Invest the attached cash
deposit and any future optional
cash deposits I may choose to
send.
I understand that I may change or
revoke this authorization at any
time by notifying First Chicago,
in writing, of my desire to
change or terminate my
participation.
Signature(s) of
Registered Owner(s)
Date
Date NOTE: Optional cash deposits may be made with all
ALL JOINT OWNERS MUST SIGN enrollment options - use form below.
(DETACH)
DIVIDEND To purchase
REINVESTMENT PLAN additional shares
OPTION CASH please make check or
DEPOSITS FORM money order payable
in United States
dollars to First
Chicago -- H. F.
Ahmanson, DRP
(Please note your
account number and
company code on
payment.)
DO NOT SEND CASH.
AMOUNT ENCLOSED
$
MAIL PAYMENT TOGETHER
WITH THIS FORM IN
POSTAGE PRE-PAID
ENVELOPE PROVIDED OR
TO THE ADDRESS SHOWN
ON THE REVERSE.
Daytime Telephone
Number.
( )
Area Code
DOCUMENT.01 /3+
ENROLLMENT AUTHORIZATION CARD
I hereby appoint First Chicago Trust Company of New York as my agent
under the terms and conditions of the Dividend Reinvestment and Common
Stock Purchase Plan as described in the notice which accompanied this
Enrollment Card.
INSTRUCTIONS
1.Please check only one of the three boxes (No. 1 or No. 2 or No. 3).
If you do not check any box, then Box 1 - FULL DIVIDEND REINVESTMENT
will be assumed.
2.If you checked Box 2, and:
- If you wish to reinvest cash dividends on ALL of the shares
now registered in your name BUT NOT on any additional shares
that may be registered in you name in the future, write the
total number of shares now registered in your name in the
space provided.
- If you wish to reinvest cash dividends on LESS THAN ALL of
the shares now registered in your name and continue to receive
a check for cash dividends on the remaining shares, write the
number of shares on which you do wish dividends reinvested in
the space provided.
3.Under each of the three options, regardless of the one you select,
dividends received on shares accumulated and held under the Plan will
be reinvested.
4.Be sure to date and sign this form and return it to First Chicago
Trust Company of New York, H. F. Ahmanson & Company, Dividend
Reinvestment and Common Stock Purchase Plan, P.O. Box 2598, Jersey
City, N.J. 07303-2598.
DO NOT RETURN THIS FORM UNLESS YOU INTEND TO PARTICIPATE
SINCE THIS FORM AUTHORIZES THE ENROLLMENT OF YOUR ACCOUNT IN
THE PLAN.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - -
OPTIONAL CASH DEPOSIT INFORMATION
OPTIONAL CASH DEPOSITS SHOULD BE MAILED IN THE POSTAGE PRE-PAID ENVELOPE
PROVIDED OR TO FIRST CHICAGO TRUST COMPANY OF NEW YORK, H. F. AHMANSON &
COMPANY, DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN, P.O. BOX
2598, JERSEY CITY, N.J. 07303-2598.
Please make check or money order payable to First Chicago -- H. F.
Ahmanson, DRP, and note your account number and company code on the
front of the payment.
DOCUMENT.01 /2+
FORM OF
H. F. AHMANSON & COMPANY
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
BROKER AND NOMINEE FORM
To: First Chicago Trust Company of New York
H. F. Ahmanson & Company
Dividend Reinvestment
and Common Stock Purchase Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Fax: (201) 222-4757
Phone: (201) 222-4770 Dated:
Re: H. F. Ahmanson & Company
Dividend Reinvestment and Common Stock Purchase Plan
INSTRUCTIONS:
This form is to be used only by brokers, banks and other nominees
submitting optional cash deposits on behalf of beneficial holders whose
shares are held in the name of a major securities depository, as
provided for in the Prospectus for the H. F. Ahmanson & Company Dividend
Reinvestment and Common Stock Purchase Plan. This form will not be
processed unless it is complete in its entirety. The broker, bank or
other nominee submitting this form hereby certifies that (i) the
information contained herein is true and correct as of the date of this
form, and (ii) the optional cash deposit amount specified below is not
less than $100. No optional cash deposit may exceed $5,000, unless
previously agreed to by H. F. Ahmanson & Company. For such information
call (818) 814-7986.
A NEW FORM MUST BE COMPLETED EACH TIME AN OPTIONAL CASH DEPOSIT IS
SUBMITTED.
Name of depository participant submitting optional cash deposit:
Address:
Contact:
Phone: (___)
H. F. Ahmanson & Company stock account number (required):
Name of depository:
Participant #:
Record date
applicable to this deposit:
Shares held in depository position
as of record date (#):
Optional cash deposit amount ($):
(See Limitations Above)
Form of payment: / / check / / money order / / bank wire*
(requires prior oral approval
from Plan Administrator)
ALL FUNDS MUST BE RECEIVED BY THE PLAN ADMINISTRATOR BY 3:00 P.M.
(EASTERN STANDARD TIME) ON THE LAST BUSINESS DAY PRIOR TO THE
COMMENCEMENT OF THE NEXT PRICING PERIOD IN ORDER TO BE ELIGIBLE FOR
INVESTMENT ON THE NEXT INVESTMENT DATE.
*WIRE FUNDS TO:
FIRST CHICAGO TRUST COMPANY OF NEW Broker,bank or other nominee
YORK Authorized signature
ABA # 071000013
For A/C # 9300007
Dividend Reinvestment Department
Attention: Kelly Haggerty
H. F. AHMANSON & COMPANY
Form of Request for Waiver
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
REQUEST FOR WAIVER
As a Participant in the H. F. Ahmanson & Company Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan"), the
undersigned hereby requests that H. F. Ahmanson & Company ("Ahmanson")
waive the maximum optional cash deposit limitations set forth in the
Plan and grant its approval to the undersigned to acquired shares
pursuant to the optional cash deposit feature in an amount up to
$________. The undersigned hereby acknowledges that the purchase price
of all shares purchased pursuant to Requests for Waivers granted under
the Plan's optional cash deposit feature during this calendar month may
be subject to a Threshold Price (as defined in the Plan) of $____ per
share and to a __% discount from the Market Price (as defined in the
Plan). The Investment Date to which this Request for Waiver relates is
_______ __, 199_. Capitalized terms not otherwise defined herein shall
have the definitions assigned to them in the Plan Prospectus dated
________ __, 1994.
The undersigned understands that Ahmanson is under no
obligation to accept this Request for Waiver and that, if accepted, the
amount which Ahmanson may permit to be invested hereunder may be equal
to or less than the requested amount, but that in any event the
undersigned will be notified whether or not this Request for Waiver has
been accepted prior to the commencement of the Pricing Period to which
this Request relates. The undersigned acknowledges that this Request
for Waiver is applicable only with respect to the Investment Date
indicated in the prior paragraph and that a new Request for Waiver must
be submitted to and accepted by Ahmanson with respect to each optional
cash deposit that would exceed the otherwise applicable maximum
limitations. The undersigned also acknowledges that Ahmanson's
acceptance, in whole or in part, of this Request for Waiver is in no way
binding on Ahmanson's treatment of any future Requests for Waiver.
The undersigned hereby certifies that all sales of shares of
Ahmanson Common Stock acquired pursuant to this Request for Waiver will
be made through the facilities of a national securities exchange or
otherwise in compliance with all applicable prospectus delivery
requirements, if any, under federal and state securities laws and that
the undersigned will not use any special selling efforts or selling
methods in connection with such sales.
Dated:
Amount approved by Ahmanson
for optional cash deposit:
Name of Participant: $
By:
Name: H. F. AHMANSON & COMPANY
Title: By:
Telephone Number: Name:
Telecopy Number: Title:
DOCUMENT.02 /7+
