<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1994
Registration No. 33-50731
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 4 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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be offering price aggregate registration
to be registered Registered per unit* offering price* fee**
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share........... 10,000,000 $17.875 $178,750,000 $55,859.38
- -----------------------------------------------------------------------------------------
</TABLE>
* 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.
================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with the +
+ Securities and Exchange Commission. These securities may not be sold nor may +
+ offers to buy be accepted prior to the time the registration statement +
+ becomes effective. This prospectus shall not constitute an offer to sell or +
+ the solicitation of an offer to buy nor shall there be any sale of these +
+ securities in any State in which such offer, solicitation or sale would be +
+ unlawful prior to registration or qualification under the securities laws +
+ of any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[Subject to Completion, dated August 31, 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 or discontinuance 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. Participants in the Plan may request
that any or all of their shares held in Plan accounts be sold by the Plan
Administrator. See Question 25.
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.
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 OFFERED HEREBY 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 August 31, 1994
<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,
1993, (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994, (c) the description of the Common Stock in Ahmanson's
Registration Statement on Form 8-B, dated June 19, 1985, (d) Current Reports on
Form 8-K dated February 9, 1994 and August 24, 1994, (e) 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 1993 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, 1993. 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 and MBSs 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.
3
<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 March 31, 1994 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, 1993, 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
determined by the OTS 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 March 31, 1994, Home Savings believes it
would not have been determined 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 March 31, 1994.
The FDIC has established a risk-based system for setting deposit insurance
assessments for FDIC-insured institutions such as Home Savings. Under the risk-
based assessment system, 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. 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
4
<PAGE>
former Federal Savings and Loan Insurance Corporation ("FICO debt"). The
reserves of the SAIF are currently 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 March 31,
1994, Home Savings believes that it 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.
5
<PAGE>
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 (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. Participants may request that any or all shares
held in the Plan be sold by the Plan Administrator on behalf of such
Participants. See Question 25.
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. Waivers of the $100,000 per Participant maximum will be
given in the sole discretion of the Company, if at all, after a review of
current market conditions, the level of participation in the Plan and current
and projected capital needs.
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 or that offer or sell Shares for the
Company in connection with the Plan 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.
6
<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 September 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.
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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 Questions 22 and 25.
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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 sells
a portion of such Shares or 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, 25 and 26. 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
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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
Any such telephone requests (other than requests to sell shares held in
the Plan) should be directed to the Plan Administrator at (800) 446-2617. See
Question 25 for information regarding selling shares held in the Plan.
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 26 and
27 regarding withdrawal of Plan Shares and Question 29 regarding notification of
termination to the Plan Administrator.
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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.
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 29 and 36 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 or permanently discontinued at any time. 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.
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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 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 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
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.
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Please refer to Question 19 for a discussion of the record dates and
Investment Dates applicable to optional cash deposits.
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.
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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
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.
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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.
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 and 1995, 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 and
1995, 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
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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.
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 telephone or written request 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 all or any portion of
their shares (see Questions 25 and 29) 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.
16
<PAGE>
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 26 and 29. The
number 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.
SALE OF SHARES AND WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
25. When and how may a Participant request that shares be sold?
A Participant may request that any whole number of Plan Shares be sold by
completing the information on the written statement received by the Participant
from the Plan Administrator, by providing detailed written notice to the Plan
Administrator at the address given in Question 6 or by contacting the Plan
Administrator by telephone at (800) 935-9330. The sale of Plan Shares on behalf
of Participants will happen as soon as practicable after receipt of a request
for sale by the Plan Administrator and will be made at the prevailing market
price on the date of sale. If a request is made by a Participant to sell his or
her shares, no Participant shall have the authority to direct the date or sales
price at which Plan Shares may be sold. The Participant will receive the
proceeds of the sale, less any related brokerage commissions, a $15 fee payable
to the Plan Administrator and any applicable transfer taxes. Related brokerage
commissions incurred in connection with sales of Participants' shares will be
paid to the selling brokers. The Company has not entered into any arrangements
with specific brokers in order to effect sales of shares on behalf of
Participants. The Company will have no control over sales of shares for
Participants. If the request for sale is received by the Plan Administrator on
or after the record date for purchases made through the reinvestment of
dividends, the Plan Administrator will reinvest such dividend in Common Stock on
behalf of the Participant. A request to sell all shares held in a Participant's
account will be treated as a withdrawal from the Plan. See Question 29 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. 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
17
<PAGE>
Participant. In no case will certificates for fractional shares of Common Stock
be issued. See Questions 25 and 28 for information concerning the effects of
termination of participation in the Plan, the sale of Plan Shares and the
withdrawal of Plan Shares.
27. 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.
28. 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
29. 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 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 dividend 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 dividends 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
18
<PAGE>
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 in the manner described above in Question 25. 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. Related brokerage commissions incurred in
connection with sales of Participants' shares will be paid to the selling
brokers. The Company has not entered into any arrangements with specific brokers
in order to effect sales of shares on behalf of Participants. The Company will
have no control over sales of shares for Participants. The Company has been
advised by the Plan Administrator that the Plan Administrator generally has
agreements with unaffiliated brokers with regard to the sale of shares for
dividend reinvestment plans that it administers.
RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS
30. 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.
31. 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
32. 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
33. 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.
19
<PAGE>
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
</TABLE>
- ---------------
* These prices are assumed for illustrative purposes only, and will vary with
the market price of Common Stock.
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 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
</TABLE>
- ---------------
* These prices are assumed for illustrative purposes only, and will vary with
the market price of Common Stock.
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
20
<PAGE>
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 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.
34. 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.
RESPONSIBILITY OF AHMANSON AND THE PLAN ADMINISTRATOR
35. 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
36. 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
21
<PAGE>
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
37. 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.
38. 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
4900 Rivergrade Road
Irwindale, California 91706
or call (818) 814-7986
39. 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.
40. 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.
41. 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.
22
<PAGE>
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.
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, 1993
and 1992 and for each of the years in the three-year period ended December 31,
1993 included in Ahmanson's Annual Report on Form 10-K for the year ended
December 31, 1993 have been incorporated herein by reference in reliance on the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated herein by reference, and upon the authority of such firm as experts
in auditing and accounting.
23
<PAGE>
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.
24
<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.
"Requests for Waiver" means a written request from a Participant to exceed the
monthly optional cash deposit limitation of $5,000.
25
<PAGE>
"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.
26
<PAGE>
SCHEDULE A
LIST OF IMPORTANT DATES (ESTIMATED) IN 1994 AND 1995 FOR COMMON STOCK
PURCHASED FROM AHMANSON UNDER THE PLAN
<TABLE>
<CAPTION>
PRICING PERIOD (LAST 12
THRESHOLD PRICE OPTIONAL CASH TRADING DAYS)
SET DATE: RECORD DATE: DEPOSIT DUE DATE : COMMENCEMENT DATE: INVESTMENT DATE:
- ------------------ ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
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*
December 8, 1994 December 13, 1994 December 14, 1994 December 15, 1994 January 2, 1995
January 9, 1995 January 12, 1995 January 13, 1995 January 16, 1995 February 1, 1995
February 6, 1995* February 9, 1995* February 10, 1995 February 13, 1995 March 1, 1995*
March 9, 1995 March 14, 1995 March 15, 1995 March 16, 1995 April 3, 1995
April 6, 1995 April 11, 1995 April 12, 1995 April 13, 1995 May 1, 1995
May 5, 1995* May 10, 1995* May 11, 1995 May 12, 1995 June 1, 1995*
June 8, 1995 June 13, 1995 June 14, 1995 June 15, 1995 July 3, 1995
July 7, 1995 July 12, 1995 July 13, 1995 July 14, 1995 August 1, 1995
August 9, 1995* August 14, 1995* August 15, 1995 August 16, 1995 September 1, 1995*
September 7, 1995 September 12, 1995 September 13, 1995 September 14, 1995 October 2, 1995
October 9, 1995 October 12, 1995 October 13, 1995 October 16, 1995 November 1, 1995
November 7, 1995* November 10, 1995* November 13, 1995 November 14, 1995 December 1, 1995*
</TABLE>
- ---------------
* 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.
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.
27
<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
<TABLE>
<S> <C>
Available Information..................................... 2
Incorporation of Certain Documents by Reference........... 2
H. F. Ahmanson & Company.................................. 3
Summary of the Plan....................................... 5
Description of the Plan................................... 7
The Plan................................................. 7
Purpose.................................................. 7
Options to Participants.................................. 7
Advantages and Disadvantages............................. 8
Administration........................................... 9
Participation............................................ 9
Purchases................................................ 11
Optional Cash Deposits................................... 13
Costs of Participation in the Plan....................... 16
Reports to Participants.................................. 16
Stock Certificates....................................... 17
Sale of Shares and Withdrawal of Shares in Plan
Accounts............................................... 17
Participation Termination................................ 18
Rights Offerings, Stock Dividends and Stock Splits....... 19
Voting................................................... 19
Federal Income Tax Consequences to Participants.......... 19
Responsibility of Ahmanson and the Plan
Administrator.......................................... 21
Suspension, Modification or Termination of the Plan...... 21
Other Information........................................ 22
Use of Proceeds........................................... 23
Plan of Distribution...................................... 23
Experts................................................... 23
Legal Matters............................................. 24
Glossary.................................................. 25
List of Important Dates in 1994 and 1995 for Common
Stock Purchased from Ahmanson under the Plan............. 27
Summary Date Information................................. 27
</TABLE>
================================================================================
================================================================================
H. F. AHMANSON & COMPANY
DIVIDEND REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
---------------
PROSPECTUS
---------------
AUGUST 31, 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>
<CAPTION>
<S> <C>
Filing Fee for Registration Statement... $ 55,859.78
Legal Fees and Expenses................. 30,000.00
Accounting Fees and Expenses............ 2,000.00
Fees of Transfer Agent and Registrar.... 2,500.00
Blue Sky Fees and Expenses.............. 6,000.00
Printing and Engraving Fees............. 25,000.00
Stock Exchange Listing Fees............. 9,640.00
Miscellaneous........................... 10,000.00
-----------
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
II-1
<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 (filed as
Exhibit 4.2 to Form S-8 filed May 13, 1994, Registration
No. 33-53635) (incorporated by reference)
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 LLP
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
______________________
*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.
II-2
<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.
II-3
<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 Amendment
No. 4 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irwindale, State of
California, on August 31, 1994.
H. F. Ahmanson & Company
By /S/ KEVIN M. TWOMEY
---------------------------------
Kevin M. Twomey
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
Director
- -----------------------------
Robert H. Ahmanson
WILLIAM H. AHMANSON* Director August 31, 1994
- -----------------------------
William H. Ahmanson
BYRON ALLUMBAUGH* Director August 31, 1994
- -----------------------------
Byron Allumbaugh
RICHARD M. BRESSLER* Director August 31, 1994
- -----------------------------
Richard M. Bressler
LODWRICK M. COOK* Director August 31, 1994
- -----------------------------
Lodwrick M. Cook
RICHARD H. DEIHL* Chairman of the Board August 31, 1994
- -----------------------------
Richard H. Deihl
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
ROBERT M. De KRUIF* Director August 31, 1994
- -----------------------------
Robert M. De Kruif
DAVID S. HANNAH* Director August 31, 1994
- -----------------------------
David S. Hannah
DELIA M. REYES* Director August 31, 1994
- -----------------------------
Delia M. Reyes
CHARLES R. RINEHART* Director and August 31, 1994
- ----------------------------- Chief Executive Officer
Charles R. Rinehart (Principal Executive Officer)
ELIZABETH SANDERS* Director August 31, 1994
- -----------------------------
Elizabeth Sanders
ARTHUR W. SCHMUTZ* Director August 31, 1994
- -----------------------------
Arthur W. Schmutz
WILLIAM D. SCHULTE* Director August 31, 1994
- -----------------------------
William D. Schulte
/s/ KEVIN M. TWOMEY Executive Vice President August 31, 1994
- ----------------------------- and Chief Financial Officer
Kevin M. Twomey (Principal Financial Officer)
GEORGE MIRANDA* First Vice President and August 31, 1994
- ----------------------------- Principal Accounting Officer
George Miranda (Principal Accounting Officer)
*By: /S/ KEVIN M. TWOMEY
------------------------
Kevin M. Twomey
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Exhibit No. Numbered Page
- ----------- -------------
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 (filed as Exhibit
4.2 to Form S-8 filed May 13, 1994, Registration
No. 33-53635) (incorporated by reference)
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 LLP
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
- ----------------------
*Previously Filed
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
H.F. Ahmanson & Company:
We consent to the use of our report dated January 25, 1994, on the
consolidated statements of financial condition of H.F. Ahmanson & Company at
December 31, 1993 and 1992, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1993, incorporated by reference herein, and
to the reference to our Firm under the heading "Experts" in the registration
statement.
KPMG Peat Marwick LLP
Los Angeles, California
August 31, 1994
