<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
H.F. AHMANSON & COMPANY
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF H.F. AHMANSON & COMPANY]
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1996
----------------
The Annual Meeting of Stockholders of H. F. Ahmanson & Company ("Ahmanson")
will be held at the Company's offices, 4900 Rivergrade Road, Irwindale,
California, on May 13, 1996, at 8:30 a.m., for the following purposes:
1. To elect thirteen directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified.
2. To consider and vote upon a proposal to approve Ahmanson's 1996
Nonemployee Directors' Stock Incentive Plan.
3. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 19, 1996 as
the record date for determining stockholders of Ahmanson entitled to notice of
and to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO INSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL YOUR PROXY IN
THE RETURN POSTAGE PREPAID ENVELOPE PROVIDED. THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON, SHOULD YOU SO DESIRE.
By Order of the Board of Directors
Madeleine A. Kleiner
Secretary
<PAGE>
[LOGO OF H.F. AHMANSON & COMPANY]
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
April 4, 1996
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1996
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of H. F. Ahmanson & Company, a Delaware
corporation ("Ahmanson"), for use at the Annual Meeting of Stockholders to be
held May 13, 1996, and all adjournments and postponements thereof. This Proxy
Statement and the accompanying form of proxy were first mailed to stockholders
on or about April 4, 1996.
The cost of preparing, assembling and mailing the Notice of Annual Meeting
of Stockholders, Proxy Statement and form of proxy and the solicitation of
proxies will be paid by Ahmanson. Proxies may be solicited by personnel of
Ahmanson and others who will not receive any additional compensation for such
solicitation. Proxies may be solicited in person or by telephone, telegraph or
facsimile. Ahmanson will pay brokers or other persons holding stock in their
names or the names of their nominees for the expenses of forwarding soliciting
material to their principals. In addition, Ahmanson has engaged MacKenzie
Partners, Inc., a proxy solicitation firm, to assist in soliciting proxies for
a fee not to exceed $10,000 plus reimbursement of reasonable out-of-pocket
expenses.
VOTING
The close of business on March 19, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting. On that date there were outstanding 112,502,764 shares of Ahmanson's
Common Stock, $.01 par value (the "Ahmanson Common Stock"), 7,000,000
Depositary Shares, each representing a one-half interest in a share of
Ahmanson's 9.60% Preferred Stock, Series B (which shares are not entitled to
vote at the meeting), 7,800,000 Depositary Shares, each representing a one-
tenth interest in a share of Ahmanson's 8.40% Preferred Stock, Series C (which
shares are not entitled to vote at the meeting), and 5,750,000 Depositary
Shares, each representing a one-tenth interest in a share of Ahmanson's 6%
Cumulative Convertible Preferred Stock, Series D (which shares are not
entitled to vote at the meeting). A majority of the shares entitled to vote,
present in person or represented by proxy, will constitute a quorum at the
meeting. Each share of Ahmanson Common Stock is entitled to one vote on any
matter that may be presented for consideration and action by the stockholders
at the meeting. In all matters other than the election of directors, the
affirmative vote of the majority of shares of Ahmanson Common Stock present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter will be the act of the stockholders. Directors will be elected
by a plurality of the votes of the shares of Ahmanson Common Stock present in
person or represented by proxy and entitled to vote on the election of
directors. Abstentions will be treated as the equivalent of a negative vote
for the purpose of determining whether a proposal has been adopted and will
have no effect for the purpose of determining whether a director has been
elected. If a broker indicates on the proxy that such broker does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will be treated as present for purposes of determining the
existence of a quorum but will not be considered as present and entitled to
vote with respect to that matter.
<PAGE>
Proxies will be voted (i) FOR management's nominees for election as
directors and (ii) FOR the approval of Ahmanson's 1996 Nonemployee Directors'
Stock Incentive Plan unless in either case the stockholder otherwise directs
in his or her proxy. Where the stockholder has appropriately directed how the
proxy is to be voted, it will be voted according to his or her direction.
Proxies will be voted on any other business that may properly come before the
meeting as the persons named therein or their substitutes determine in their
discretion. At the time of the preparation of this Proxy Statement, the Board
of Directors of Ahmanson was not aware of any other matters to be presented at
the meeting.
Any stockholder has the power to revoke his or her proxy at any time before
it is voted at the meeting by submitting written notice of revocation to the
Secretary of Ahmanson or by filing a duly executed proxy bearing a later date.
A proxy will not be voted if the stockholder who executed it is present at the
meeting and elects to vote the shares represented thereby in person.
Attendance at the meeting will not by itself revoke a previously granted
proxy.
2
<PAGE>
ELECTION OF DIRECTORS
The directors of Ahmanson are elected annually. The term of office of all
present directors expires on the date of the Annual Meeting of Stockholders of
Ahmanson upon election and qualification of their successors. At the meeting,
thirteen directors are to be elected to serve for the ensuing year and until
their successors are elected and qualified. The nominees recommended by the
Nominating Committee of the Board of Directors for election as directors (all
of whom are presently directors) are set forth below along with certain
information regarding these nominees. Should any nominee become unavailable to
serve as a director or should any vacancy occur before the election (which
events are not anticipated), the proxies may be voted for a substitute nominee
selected by the Board of Directors or the authorized number of directors may
be reduced. If for any reason the authorized number of directors is reduced,
the proxies will be voted, in the absence of instructions to the contrary, for
the election of the remaining nominees named in this Proxy Statement. To the
best of Ahmanson's knowledge, all nominees are and will be available to serve.
<TABLE>
<CAPTION>
AGE (AS OF DIRECTOR
NAME MARCH 31, 1996) PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
---- --------------- -------------------------------------------- --------
<S> <C> <C> <C>
Byron Allumbaugh 64 Chairman of the Board of Ralphs Grocery Company, a 1987
Los Angeles-based supermarket company; director of
El Paso Natural Gas Company and Ultramar Corp.
Harold A. Black 50 James F. Smith Professor of Financial Institutions 1995
at the College of Business Administration at the
University of Tennessee, Knoxville
Richard M. Bressler 65 Retired Chairman of the Board of Plum Creek 1987
Management Company, a manufacturer of lumber and
wood products, and retired Chairman of the Board of
El Paso Natural Gas Company, a natural resources
company; director of General Mills, Inc. and
Rockwell International Corporation
David R. Carpenter 57 Retired Chairman and Chief Executive Officer of 1995
Transamerica Occidental Life Insurance Company and
Executive Vice President of the parent company,
Transamerica Corporation; Chairman of UniHealth;
director of PacifiCare
Fredric J. Forster* 51 President and Chief Operating Officer of Ahmanson; 1995
President and Chief Operating Officer of Home
Savings of America, FSB
Phillip D. Matthews 57 Chairman of the Board of Wolverine World Wide, Inc., 1995
a NYSE footwear company; Chairman and part owner of
Reliable Company; director of Bell Sports and Panda
Management Company
Richard L. Nolan 55 M.B.A. Class of 1942 Professor of Business 1995
Administration at the Graduate School of Business
Administration at Harvard University; director of
Xcellenet Inc.
Delia M. Reyes 54 President and Chief Executive Officer of Reyes 1992
Consulting Group, a market research and consulting
firm
Charles R. Rinehart* 49 Chairman of the Board and Chief Executive Officer of 1990
Ahmanson; Chairman of the Board and Chief Executive
Officer of Home Savings of America, FSB
Frank M. Sanchez 52 Owner and operator of eight McDonald's franchises; 1995
director of the Los Angeles Chamber of Commerce, the
Los Angeles Amateur Athletic Foundation, and
California State University at Los Angeles
foundation
Elizabeth A. Sanders 50 Business consultant; director of Flagstar Companies 1990
Inc., Wal-Mart Stores, Inc. and Wolverine World
Wide, Inc.
Arthur W. Schmutz 74 Retired partner of Gibson, Dunn & Crutcher, a law 1993
firm; director of Ducommun Incorporated
William D. Schulte 63 Retired Vice Chairman of KPMG Peat Marwick LLP, a 1991
firm of independent certified public accountants;
director of Santa Anita Operating Company, Santa
Anita Realty Enterprises, Inc. and Vastar Resources,
Inc.
</TABLE>
- - --------
* Executive officers.
3
<PAGE>
Mr. Rinehart has served as an officer of Ahmanson and/or one or more of its
subsidiaries for more than five years. Mr. Forster joined Ahmanson as Senior
Executive Vice President in February 1993, became Chief Operating Officer in
November 1993 and became President in March 1995. Prior to joining Ahmanson,
Mr. Forster was President of ITT Federal Bank. Messrs. Forster, Rinehart,
Schmutz and Schulte and Ms. Sanders also serve as directors of Home Savings of
America, FSB ("Home Savings").
William H. Ahmanson, age 70 and a director since 1954, is retiring in
accordance with Ahmanson's mandatory retirement policy. The policy, which
became effective as to the current directors on January 1, 1995, provides that
the Board of Directors will not elect or nominate for election by the
stockholders as a director any person who is or will be prior to the scheduled
date of the election 70 or more years of age. The policy, when adopted,
exempted Mr. Schmutz until he attains age 75.
Lodwrick M. Cook, age 67 and a director since 1986, retired from the Board
of Directors in March 1996.
Ahmanson's executive officers not listed above are Kevin M. Twomey, age 49,
Senior Executive Vice President, since March 1995, Chief Financial Officer,
since July 1993, and Executive Vice President, from July 1993 to March 1995,
of Ahmanson and Home Savings; Anne-Drue M. Anderson, age 35, Executive Vice
President, since March 1995, Treasurer, since September 1993, and First Vice
President, from September 1993 to March 1995, of Ahmanson and Home Savings;
George G. Gregory, age 63, Executive Vice President of Ahmanson and Home
Savings; Madeleine A. Kleiner, age 44, Executive Vice President, General
Counsel and Secretary of Ahmanson and Executive Vice President and General
Counsel of Home Savings since May 1995; E. Nancy Markle, age 54, Executive
Vice President, since July 1995, and First Vice President, from July 1994 to
July 1995, of Ahmanson and Home Savings; and George Miranda, age 48, First
Vice President and Principal Accounting Officer of Ahmanson and Home Savings.
Mr. Twomey is a director of Home Savings. Prior to joining Ahmanson in June
1993 Mr. Twomey worked in corporate finance at MacAndrews and Forbes since
February 1993, and was Executive Vice President, Finance, Administration and
Chief Financial Officer of First Gibraltar Bank from July 1989 to February
1993. From April 1993 until joining Ahmanson, Ms. Anderson was Bank and Thrift
Strategist at First Boston Corporation. From September 1989 to February 1993
she was Senior Vice President and Treasurer at First Gibraltar Bank. Mr.
Gregory has served as an officer of Ahmanson and/or one of its subsidiaries
for more than five years. From 1977 until joining Ahmanson in May 1995, Ms.
Kleiner was with the law firm of Gibson, Dunn and Crutcher, where she was a
partner since 1983. Prior to joining Home Savings in July 1994, Ms. Markle
served as president of Information Technology Consultants since 1988. Mr.
Miranda has served as an officer of Ahmanson and/or one of its subsidiaries
for more than five years.
The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee. The Executive Committee is
composed of Byron Allumbaugh, Richard M. Bressler, Fredric J. Forster and
Charles R. Rinehart (Chairperson) and held no meetings during 1995. The Audit
Committee is composed of William H. Ahmanson, Harold A. Black, David R.
Carpenter, Phillip D. Matthews, Arthur W. Schmutz and William D. Schulte
(Chairperson). The Compensation Committee is composed of Byron Allumbaugh,
Richard M. Bressler (Chairperson), Delia M. Reyes and Elizabeth A. Sanders.
The Nominating Committee is composed of William H. Ahmanson, Byron Allumbaugh
(Chairperson), Richard M. Bressler, Fredric J. Forster, Delia M. Reyes and
Charles R. Rinehart.
The Audit Committee held five meetings in 1995. The function of the Audit
Committee is to direct the internal audit activities of Ahmanson, to review
and approve the scope of audit procedures employed by Ahmanson's independent
auditors, to review and approve the audit reports rendered by both Ahmanson's
independent auditors and its internal audit staff and to approve the audit fee
charged by the independent auditors. The Audit Committee reports to the Board
of Directors with respect to such matters and recommends the selection of
independent auditors.
The Compensation Committee held five meetings in 1995. The primary function
of the Compensation Committee is to determine the compensation of officers of
Ahmanson, to administer and grant awards under Ahmanson's 1993 Stock Incentive
Plan and to administer Ahmanson's 1984 Stock Incentive Plan and 1979 Long-Term
Management Performance Plan.
4
<PAGE>
The Nominating Committee held four meeting in 1995. The function of the
Nominating Committee is to seek, evaluate and recommend to the Board of
Directors qualified individuals for election to the Board of Directors by the
stockholders, or by the Board of Directors to fill vacancies thereon whenever
vacancies occur or whenever the Nominating Committee or the Board of Directors
considers it advisable to add or change directors. The Nominating Committee
also advises the Board of Directors on matters pertaining to the size and
composition of the Board of Directors. The Nominating Committee will consider
nominees for director whose names are timely submitted by holders of Ahmanson
Common Stock in writing addressed to the Chairperson of the Nominating
Committee accompanied by such information regarding the nominee as would be
required under the rules of the Securities and Exchange Commission were the
stockholder soliciting proxies with regard to the election of such nominee.
In 1995 the Board of Directors held eight meetings. All directors attended
at least 75 percent of the meetings held during 1995 by the Board of Directors
and the committees on which they served, except that no meetings were held
after the meeting at which Richard L. Nolan was elected.
PRINCIPAL HOLDERS OF AHMANSON COMMON STOCK
The following table sets forth as of December 31, 1995 (i) the name and
address of the beneficial owners of more than five percent of the outstanding
shares of Ahmanson Common Stock, (ii) the total number of shares of Ahmanson
Common Stock beneficially owned and (iii) the percent of the outstanding
shares of Ahmanson Common Stock so owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ----------------- --------
<S> <C> <C>
Wellington Management Company.................. 10,320,474(1) 8.93%
75 State Street
Boston, MA 02109
Sanford C. Bernstein & Co., Inc................ 9,693,999(2) 8.39%
One State Street Plaza
New York, NY 10004
FMR Corp....................................... 6,033,284(3) 5.22%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- - --------
(1) Wellington Management Company is deemed to be the beneficial owner of
these shares by virtue of the direct or indirect investment and/or voting
discretion it possesses pursuant to the provisions of investment advisory
agreements with various clients of Wellington Management Company or its
wholly owned subsidiary, Wellington Trust Company, N.A., none of whom is
known to Ahmanson to own beneficially more than five percent of the
outstanding shares of Ahmanson Common Stock except Vanguard/Windsor Funds,
Inc. which has shared investment power and sole voting power with respect
to 8,516,345 of these shares. Wellington Management Company has shared
investment power with respect to all such shares and shared voting power
with respect to 68,422 of such shares.
(2) These shares are held for the accounts of discretionary clients, none of
whom is known to Ahmanson to own beneficially more than five percent of
the outstanding shares of Ahmanson Common Stock. Sanford C. Bernstein &
Co., Inc. has sole investment power with respect to all such shares, sole
voting power with respect to 5,170,479 of such shares and shared voting
power with respect to 1,160,246 of such shares.
(3) These shares, which include 88,823 shares which may be acquired upon
conversion of Depositary Shares each representing a one-tenth interest in
a share of Ahmanson's 6% Cumulative Convertible Preferred Stock, Series D,
at a conversion price of $24.335 per share of Ahmanson Common Stock,
represent the aggregate reported beneficial ownership interest of FMR
Corp., its Chairman Edward C. Johnson III and its director Abigail P.
Johnson. These shares are owned by various investment companies for which
Fidelity Management & Research Company, a wholly-owned subsidiary of FMR
Corp., acts as investment adviser, and one or more institutional accounts
for which Fidelity Management Trust Company, a wholly-owned
5
<PAGE>
subsidiary of FMR Corp., acts as investment manager. None of such
investment companies or institutional accounts is known to Ahmanson to own
beneficially more than five percent of the outstanding shares of Ahmanson
Common Stock. FMR Corp. has sole investment power with respect to all such
shares and sole voting power with respect to 336,794 of such shares.
All information with respect to beneficial ownership of the shares referred
to above and under "Security Ownership of Management" below is based upon
filings made by the respective beneficial owners with the Securities and
Exchange Commission or information provided to Ahmanson by such beneficial
owners.
SECURITY OWNERSHIP OF MANAGEMENT
The following information sets forth the number of shares of Ahmanson Common
Stock beneficially owned as of February 29, 1996 by each of the present
directors and nominees of the Nominating Committee of the Board of Directors,
each of the individuals included in the "Summary Compensation Table" below and
all directors, nominees and executive officers as a group. In addition to the
shares listed below, Fredric J. Forster owns 175 Depositary Shares each
representing a one-tenth interest in a share of Ahmanson's 6% Cumulative
Convertible Preferred Stock, Series D, which is less than one percent of the
outstanding shares. No other director or executive officer owns Depositary
Shares representing interests in Ahmanson's Preferred Stock.
<TABLE>
<CAPTION>
NAME OR NUMBER OF NUMBER OF VOTING PERCENT OF
PERSONS IN GROUP SHARES OWNED OPTIONS(1) POWER ONLY TOTAL CLASS(2)
----------------- ------------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
William H. Ahmanson..... 145,188(3) 27,000 -- 172,188 --
Byron Allumbaugh........ 2,500 15,000 -- 17,500 --
Anne-Drue M. Anderson... 5,589 57,949 -- 63,538 --
Harold A. Black......... -- -- -- -- --
Richard M. Bressler..... 20,000 15,000 -- 35,000 --
David R. Carpenter...... 290 -- -- 290 --
Fredric J. Forster...... 10,246(4) 167,560 -- 177,806 --
Madeleine A. Kleiner.... 4,468 20,000 -- 24,468 --
Phillip D. Matthews..... 6,000 -- -- 6,000 --
Richard L. Nolan........ -- -- -- -- --
Delia M. Reyes.......... -- 7,000 -- 7,000 --
Charles R. Rinehart..... 130,848 301,148 837,454(5) 1,269,450 1.12%
Frank M. Sanchez........ -- -- -- -- --
Elizabeth A. Sanders.... 3,000 10,000 -- 13,000 --
Arthur W. Schmutz....... 5,000 5,000 -- 10,000 --
William D. Schulte...... 2,500 9,000 -- 11,500 --
Kevin M. Twomey......... 13,090 125,236 -- 138,326 --
All directors, nominees
and executive officers
as a group (20
persons)............... 498,605 942,899 837,454 2,278,958 2.01%
</TABLE>
- - --------
(1) Represents shares subject to options which are presently exercisable or
exercisable within 60 days after February 29, 1996 for an average price of
$17.58 for the total number.
(2) Percentage information is omitted for those individuals whose beneficially
owned shares represent less than one percent of the outstanding shares of
Ahmanson Common Stock.
(3) Does not include 1,565,351 shares of Ahmanson Common Stock owned by The
Ahmanson Foundation (the "Foundation"). William H. Ahmanson and two
relatives serve as members of the Foundation's eight member board of
trustees. Except for his powers and responsibilities as a trustee of the
Foundation, Mr. Ahmanson has disclaimed any interest in the Ahmanson
Common Stock owned by the Foundation. The Foundation has sole investment
and voting power as to these shares.
(4) Includes 359 shares which may be acquired upon conversion of Depositary
Shares, each representing a one-tenth interest in a share of Ahmanson's 6%
Cumulative Convertible Preferred Stock, Series D, at a conversion price of
$24.335 per share of Ahmanson Common Stock.
6
<PAGE>
(5) Mr. Rinehart has disclaimed beneficial ownership of such shares because
his interest in such shares is limited to an irrevocable proxy from Wells
Fargo Bank, as trustee. The trust instruments covering such shares provide
that the trustee shall grant to the Chairman of the Board of Ahmanson upon
request a proxy to vote such shares, and the trustee has granted an
irrevocable proxy for a term of seven years, expiring in January 2001, to
Mr. Rinehart as Chairman of the Board and his successors as Chairman of
the Board.
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
certain officers of Ahmanson and persons who own more than ten percent of a
registered class of Ahmanson's equity securities to file with the Securities
and Exchange Commission and any national securities exchange on which
Ahmanson's equity securities are registered initial reports of ownership and
reports of changes in ownership of Ahmanson Common Stock and other equity
securities of Ahmanson. Officers, directors and beneficial owners of more than
ten percent of Ahmanson's equity securities are required by regulations of the
Securities and Exchange Commission to furnish Ahmanson with copies of all
Section 16(a) forms they file.
To Ahmanson's knowledge, based solely upon a review of the copies of such
forms furnished to Ahmanson and written representations that no other reports
were required, during the fiscal year ended December 31, 1995 all Section
16(a) filing requirements applicable to its officers, directors and beneficial
owners of more than ten percent of Ahmanson's equity securities were complied
with by such persons, except Robert M. De Kruif, who retired as Vice Chairman
of the Board in May 1995 and who reported one transaction late in 1995.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation for services rendered in all
capacities to Ahmanson and its subsidiaries earned during the years indicated
by each of Ahmanson's Chief Executive Officer and the four most highly
compensated executive officers of Ahmanson (other than the Chief Executive
Officer) who were employed by Ahmanson as of December 31, 1995 (collectively
referred to as the "named executive officers").
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION(2)
------------------------------ ---------------------------
AWARDS PAYOUTS
------------------ --------
OTHER ANNUAL RESTRICTED LTIP ALL OTHER
COMPENSATION STOCK OPTIONS PAYOUTS COMPENSATION
NAME AND TITLE YEAR SALARY BONUS (3) AWARDS (4) (5)(#) (6) (7)
-------------- ---- -------- -------- ------------ ---------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles R. Rinehart..... 1995 $760,008 $851,200 -- $370,427 208,613 $795,150 $178,647
Chairman of the Board 1994 715,008 577,438 -- -- 132,365 477,755 236,217
and Chief Executive 1993 643,758 312,817 -- -- 110,109 -- 72,448
Officer
Fredric J. Forster(8)... 1995 481,258 336,140 -- 104,496 104,450 364,560 99,474
President and Chief 1994 433,008 305,996 -- -- 71,240 257,232 79,369
Operating Officer 1993 348,599 151,342 -- 114,800 82,853 -- 1,956
Kevin M. Twomey(9)...... 1995 381,254 327,600 -- 213,842 90,234 340,031 74,566
Senior Executive Vice 1994 333,759 201,944 -- -- 51,754 184,848 59,385
President and Chief 1993 169,891 40,704 74,481 74,468 62,943 -- 1,455
Financial Officer
Anne-Drue M.
Anderson(10)........... 1995 273,758 246,960 -- 131,357 63,052 244,125 15,078
Executive Vice 1994 -- -- -- -- -- -- --
President and 1993 -- -- -- -- -- -- --
Treasurer
Madeleine A.
Kleiner(11)............ 1995 210,517 225,225 -- 108,908 55,175 113,344 --
Executive Vice 1994 -- -- -- -- -- -- --
President, General 1993 -- -- -- -- -- -- --
Counsel and
Secretary
</TABLE>
- - --------
(1) Beginning in 1994, the performance measurement period for Ahmanson's
incentive compensation plans ends on December 31 of each year. Prior to
1994, the performance measurement period ended on September 30 of each
year. For 1994 and 1995, includes bonuses and long-term compensation
payouts earned in the performance measurement period ending on December
31 of such year although the payout was not authorized by the
Compensation Committee until the following year. For 1993, includes
bonuses and long-term compensation payouts earned in the performance
measurement period ending on September 30 of such year.
(2) Stockholdings of Messrs. Rinehart, Forster and Twomey and Mmes. Anderson
and Kleiner of 19,096, -0-,-0-, -0- and -0- shares, respectively, were
subject to vesting restrictions, and had a net market value at December
31, 1995 of $506,044, $-0-, $-0-, $-0- and $-0-, respectively, not
accounting for the effect of the vesting restrictions. All such stock
represents shares issued as payouts under Ahmanson's former Executive
Long-Term Incentive Plan and was reflected in the table under the heading
"LTIP Payouts" as of the date of issuance.
(3) Excludes compensation in the form of other personal benefits, which, for
each of the named executive officers, other than Mr. Twomey in 1993, did
not exceed the lesser of $50,000 or 10 percent of the total of annual
salary and bonus reported for each year. Other Annual Compensation for
Mr. Twomey in 1993 includes reimbursement of relocation expenses of
$40,421.
(4) The 38,114 restricted stock award shares granted to Messrs. Rinehart,
Forster and Twomey and Mmes. Anderson and Kleiner for 1995 were granted
after December 31, 1995 and vest in equal annual one-third installments
beginning three years after the grant. All 9,917 restricted stock award
shares granted
8
<PAGE>
to Messrs. Forster and Twomey in 1993 have vested in full. Dividends are
paid on such restricted stock awards prior to the lapse of restrictions to
the same extent that dividends are paid on all other shares of Ahmanson's
Common Stock.
(5) In 1994 Ahmanson adopted an amendment of its Executive Long-Term Incentive
Plan which, among other things, changed the timing of grants of options
from the end to the beginning of the performance measurement period.
Therefore, for 1994 and 1995 includes option grants made as awards under
the Executive Long-Term Incentive Plan for the 39-month performance period
ended December 31, 1994 and 1995, respectively, and option grants made as
payouts under the plan, as amended, for the three-year performance period
beginning January 1, 1995 and 1996, respectively. For 1995 also includes
options granted in lieu of cash contributions under the 1989 Contingent
Deferred Compensation Plan and an additional option grant made to Ms.
Kleiner in connection with her joining Ahmanson. For 1993 includes option
grants made as payouts under Ahmanson's former Executive Long-Term
Incentive Plan and additional option grants made to Messrs. Forster and
Twomey in connection with their joining Ahmanson.
(6) For 1994 and 1995 represents the cash component of payouts under
Ahmanson's Executive Long-Term Incentive Plan for the 39-month performance
period ended December 31, 1994 and 1995, respectively. Ahmanson's
Executive Long-Term Incentive Plan provides for mandatory deferral of that
portion of a cash payout for which Ahmanson would not be allowed a tax
deduction pursuant to Section 162(m) of the Internal Revenue Code.
Pursuant to this provision, $573,000 of Mr. Rinehart's payout for 1995 was
deferred.
(7) Includes for 1995 (i) interest earned on Capital Accumulation Plan and
Elective Deferred Compensation Plan accounts at a rate greater than 120%
of the applicable federal rate and (ii) the value to the participant of
premiums paid by Ahmanson under the Senior Executive Life Insurance Plan.
<TABLE>
<CAPTION>
CHARLES R. FREDRIC J. KEVIN M. ANNE-DRUE M. MADELEINE A.
YEAR RINEHART FORSTER TWOMEY ANDERSON KLEINER
---- ---------- ---------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Capital Accumulation
Plan................... 1995 $ -- $ 378 $ -- $ 45 $ --
Elective Deferred Com-
pensation Plan......... 1995 1,847 -- 997 -- --
Senior Executive Life
Insurance Plan......... 1995 176,800 99,096 73,569 15,033 --
</TABLE>
(8) Mr. Forster became an executive officer of Ahmanson in February 1993.
(9) Mr. Twomey became an executive officer of Ahmanson in June 1993.
(10) Ms. Anderson became an executive officer of Ahmanson in March 1995.
(11) Ms. Kleiner became an executive officer of Ahmanson in May 1995.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to the named executive officers during or for periods
including 1995. The table reflects multiple option grants, in part, as a
result of amendments to Ahmanson's Executive Long-Term Incentive Plan which,
among other things, changed the timing of grants of options from the end to
the beginning of the performance measurement period.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF SHARES TOTAL OPTIONS
UNDERLYING GRANTED TO GRANT DATE
NAME OPTIONS GRANTED EMPLOYEES EXERCISE PRICE EXPIRATION DATE PRESENT VALUE(1)
---- ---------------- ------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Charles R. Rinehart..... 22,251 1.58% $18.0625 March 7, 2005 $ 88,420
48,326 3.43 25.8125 December 3, 2005 333,060
138,036 9.79 24.00 March 6, 2006 854,719
Fredric J. Forster...... 13,467 0.96 18.0625 March 7, 2005 53,514
27,696 1.96 25.8125 December 3, 2005 190,879
63,287 4.49 24.00 March 6, 2006 391,873
Kevin M. Twomey......... 10,539 0.75 18.0625 March 7, 2005 41,879
20,666 1.47 25.8125 December 3, 2005 142,429
59,029 4.19 24.00 March 6, 2006 365,508
Anne-Drue M. Anderson... 7,320 0.52 18.0625 March 7, 2005 29,088
13,353 0.95 25.8125 December 3, 2005 92,028
42,379 3.01 24.00 March 6, 2006 262,411
Madeleine A. Kleiner.... 20,000 1.42 22.9375 June 8, 2005 114,688
15,499 1.10 25.8125 December 3, 2005 106,818
19,676 1.40 24.00 March 6, 2006 121,834
</TABLE>
- - --------
(1) Options which expire on March 7, 2005, June 8, 2005, December 3, 2005 and
March 6, 2006 were granted on February 7, 1995, May 8, 1995, November 3,
1995 and February 6, 1996, respectively. Present values were calculated
using the Black-Scholes option valuation model with the following
assumptions:
<TABLE>
<CAPTION>
FEBRUARY 7, 1995 MAY 8, 1995 NOVEMBER 3, 1995 FEBRUARY 6, 1996
GRANT GRANT GRANT GRANT
---------------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
Term.................... 10 years 10 years 10 years 10 years
Exercise price.......... $18.0625 $22.9375 $25.8125 $24.00
Volatility.............. 25.65% 27.30% 29.70% 30.53%
Dividend yield.......... 4.87% 3.84% 3.41% 3.67%
Risk-free interest rate. 7.47% 6.63% 5.93% 5.65%
Discount for forfeiture
risk................... 2.00% 2.00% 2.00% 2.00%
Discount for reduced
term risk.............. 11.00% 13.22% 13.45% 12.67%
</TABLE>
The actual value, if any, which a named executive officer may realize
will be based upon the difference between the market price of Ahmanson's
Common Stock on the date of exercise and the exercise price. The dividend
yield assumption is based upon the dividend rate on the respective grant
dates. There is no assurance that the assumed dividend rate will be
maintained or that the actual realized value will be at or near the value
estimated by the Black-Scholes model.
The February 7, 1995 grants were made in lieu of cash contributions under
Ahmanson's 1989 Contingent Deferred Compensation Plan. The May 8, 1995 grant
was made to Ms. Kleiner in connection with her joining Ahmanson. The November
3, 1995 grants were made under Ahmanson's Executive Long-Term Incentive Plan
for the performance period ending in 1998. The February 6, 1996 grants were
made under Ahmanson's Executive Long-Term Incentive Plan for the performance
period ending in 1995. The options become exercisable six months after grant
or, if earlier, in full upon the employee's death, disability or normal
retirement or a change in control of Ahmanson and expire three months after
termination of employment other than as a result of death, disability or
retirement. Payment of the option exercise price and tax withholding
obligations may be satisfied by withholding shares otherwise issuable upon
exercise.
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUES
The following table sets forth certain information with respect to exercises
by the named executive officers of stock options and stock appreciation rights
("SARs") during 1995 and the value of all unexercised employee stock options
and SARs as of December 31, 1995 held by the named executive officers.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
SHARES OPTIONS/SARS AT FISCAL YEAR-END(1)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles R. Rinehart..... -- $ -- 301,148 48,326 $2,756,716 $33,224
Fredric J. Forster...... -- -- 167,560 27,696 1,535,100 19,041
Kevin M. Twomey......... -- -- 125,236 20,666 1,145,101 14,208
Anne-Drue M. Anderson... 10,000 96,875 57,949 13,353 512,479 9,180
Madeleine A. Kleiner.... -- -- 20,000 15,499 71,250 10,656
</TABLE>
- - --------
(1) The actual amount realized from unexercised options is dependent upon the
price of Ahmanson's Common Stock at the time shares obtained upon exercise
of such options are sold and, as to unexercisable options, whether
restrictions upon exercise of such options lapse.
LONG-TERM INCENTIVE PLAN
Under Ahmanson's Executive Long-Term Incentive Plan senior executives of
Ahmanson and its subsidiaries who are designated by the Compensation Committee
are assigned a cash target award opportunity expressed as a percentage of base
annual salary in the last year of the three-year performance measurement
period.
The Plan also provides for the grant of nonqualified stock options relating
to Ahmanson's Common Stock which are granted at the beginning of the
performance measurement period (provided, however, that for the performance
measurement period commencing January 1, 1994, any grants of options will be
made at the end of the performance measurement period). See "Option Grants in
Last Fiscal Year."
The following table sets forth certain information as to target cash award
opportunities under the Executive Long-Term Incentive Plan. Actual payout
amounts will be based upon total stockholder return. Notwithstanding the
satisfaction of such criteria, the Compensation Committee may, in its
discretion, reduce the cash amount paid based upon an assessment of the
executive's performance during the last 12 months of the performance
measurement period and/or the performance of the business unit or
organizational area of Ahmanson and its subsidiaries that directly employs the
participant, if the performance of Ahmanson and its subsidiaries is not
adequately reflected in the objective measures previously determined by the
Compensation Committee and/or if Home Savings' core capital is below the level
mandated by law. Estimated future payout amounts indicated are calculated
using the named executive officers' current salaries.
LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
OR OTHER PERIOD NON-STOCK PRICE-BASED PLANS
UNTIL MATURATION ---------------------------------
NAME OF PAYOUT THRESHOLD TARGET MAXIMUM
---- ---------------- --------- -------- ----------
<S> <C> <C> <C> <C>
Charles R. Rinehart........... 3 years $342,000 $684,000 $1,026,000
Fredric J. Forster............ 3 years 196,000 392,000 588,000
Kevin M. Twomey............... 3 years 155,625 311,250 466,875
Anne-Drue M. Anderson......... 3 years 101,250 202,500 303,750
Madeleine A. Kleiner.......... 3 years 109,688 219,375 329,063
</TABLE>
11
<PAGE>
RETIREMENT PLANS
Retirement Plan. Ahmanson's Retirement Plan is a qualified, noncontributory,
defined benefit retirement plan governed by the Employee Retirement Income
Security Act of 1974. The Retirement Plan is administered by a committee
appointed by the Board of Directors. With some exceptions, all employees of
Ahmanson and its participating subsidiaries (including officers) are eligible
to participate provided they meet certain age and service requirements.
The following table illustrates the estimated annual retirement benefits
payable under the Retirement Plan to participants in the following specific
average annual earnings and years of service classifications. Benefits under
the Retirement Plan are reduced in part to the extent a participant receives
Social Security benefits. Benefits paid to a participant in the Retirement
Plan who is also a participant in Ahmanson's Supplemental Executive Retirement
Plan ("SERP") or Senior Supplemental Executive Retirement Plan reduce any
benefit payable to such participant under the SERP or Senior Supplemental
Executive Retirement Plan by 100 percent of the amount of the benefit under
the Retirement Plan.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
FINAL AVERAGE -----------------------------------------------------------------------
EARNINGS 5 10 15 20 25 30 35 40
- - ------------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 250,000 $ 26,088 $ 52,174 $ 78,262 $104,350 $120,000 $120,000 $120,000 $120,000
500,000 53,171 106,340 120,000 120,000 120,000 120,000 120,000 120,000
750,000 80,255 120,000 120,000 120,000 120,000 120,000 120,000 120,000
1,000,000 107,339 120,000 120,000 120,000 120,000 120,000 120,000 120,000
1,250,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000
1,500,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000
1,750,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000
</TABLE>
Benefits are paid to or on behalf of each participant upon retirement,
normally at age 65, and under certain circumstances upon death or disability.
The Retirement Plan provides for an annual benefit equal to 65 percent of
final average annual earnings reduced by 40 percent of the participant's
Social Security benefits. "Final average annual earnings" is the annual
average compensation paid to a participant during the final 120 months of
employment, consisting of salary and cash bonuses, subject to certain
adjustments and a cap as to the amount of compensation which may be included
for each year, currently $150,000. If the participant has fewer than 30 years
of credited service in the Retirement Plan, the participant's final average
earnings are proportionately reduced. Participants with more than 20 years of
credited service receive an additional benefit amount equal to 1/2 of 1
percent of final average earnings for each year of credited service in excess
of 20. Participants with more than 30 years of credited service receive an
additional 1/2 of 1 percent of final average annual earnings for each year of
credited service in excess of 30. However, in no event may a participant's
benefits exceed the maximum amount permitted under the Internal Revenue Code,
which for 1995 was $120,000. Retirement benefits generally vest after five
years or upon the participant's 65th birthday while employed by Ahmanson or a
participating subsidiary. The benefits payable under the Retirement Plan are
actuarially adjusted to reflect the form of payment elected by the participant
and are subject to limitations on maximum benefits imposed by applicable law.
As of February 29, 1996 the full years of credited service for Messrs.
Rinehart, Forster and Twomey and Mmes. Anderson and Kleiner were 6, 2, 2, 2
and 0, respectively.
Supplemental Executive Retirement Plan. Ahmanson's SERP is a noncontributory
defined benefit, nonqualified plan under which Ahmanson pays benefits to
certain officers of Ahmanson and its subsidiaries designated by the
Compensation Committee of the Board of Directors in an amount equal to a
specified percentage of the participant's average annual earnings for the 36
consecutive months during the final ten years of the participant's employment
which produce the highest average annual earnings.
12
<PAGE>
The following table illustrates the estimated annual retirement benefits
payable under the SERP to participants in the following specific average
annual earnings and years of service classifications. Benefits under the SERP
are reduced to the extent a participant receives benefits from primary Social
Security or Ahmanson's Retirement Plan.
<TABLE>
<CAPTION>
YEARS OF CUMULATIVE SERVICE
THREE YEAR AVERAGE -----------------------------
ANNUAL EARNINGS 5 10 15 AND OVER
------------------ -------- -------- -----------
<S> <C> <C> <C>
$ 250,000 $ 50,000 $100,000 $ 150,000
500,000 100,000 200,000 300,000
750,000 150,000 300,000 450,000
1,000,000 200,000 400,000 600,000
1,250,000 250,000 500,000 750,000
1,500,000 300,000 600,000 900,000
1,750,000 350,000 700,000 1,050,000
</TABLE>
The participant's average annual earnings include salary, cash bonuses and
the cash value of contingent deferred compensation grants. The compensation
for purposes of the SERP of each of the named executive officers is
substantially equivalent to the respective amounts set forth in the Summary
Compensation Table under the headings "Salary" and "Bonuses" and the cash
value of contingent deferred compensation grants as set forth in "Option
Grants in Last Fiscal Year" under the heading "Grant Date Present Value"
opposite options which expire on March 7, 2005.
The annual benefit payable to a participant under the SERP is equal to four
percent of the participant's average annual earnings multiplied by the
participant's years of cumulative service, subject to a maximum of 15 years of
cumulative service except for determination of whether a participant is
entitled to benefits upon early retirement. Service must generally continue to
at least the participant's normal retirement date for a participant to receive
full benefits under the SERP. However, a participant may retire early and
receive reduced benefits upon early retirement if the sum of his age and his
years of service equals at least 75 and the participant is at least 55. The
SERP provides for accelerated accrual and vesting of participants' interests
in the event of a change in control of Ahmanson. Benefits generally commence
under the SERP upon the participant's retirement and are paid on a modified
joint and survivor basis, which provides for a lesser annual benefit to the
participant's designated beneficiary upon the death of the participant. The
SERP provides for a pre-retirement survivor benefit equal to the survivor
benefits a participant's spouse would have received if the participant had
elected early retirement, offset by executive life insurance. The SERP permits
participants to elect to receive a lump sum benefit, equal to 90 percent of
the present value of the participant's accrued benefits at any time after
retirement or 100 percent of the present value of the participant's accrued
benefits upon retirement if the election is made in a timely manner before
retirement. Mr. Rinehart was granted additional years of service for purposes
of the Supplemental Executive Retirement Plan and has more than the maximum 15
full years of cumulative service. As of February 29, 1996 the full years of
cumulative service for Messrs. Forster and Twomey and Mmes. Anderson and
Kleiner were 3, 2, 2 and 0, respectively.
Senior Supplemental Executive Retirement Plan. Certain officers of Ahmanson
and its subsidiaries, as designated by the Compensation Committee, participate
in an auxiliary version of the SERP, the Senior Supplemental Executive
Retirement Plan, under which a portion of the amount otherwise payable to the
participant under the SERP is offset by the participant's interest in the cash
value of split-dollar life insurance policies purchased under Ahmanson's
Senior Executive Life Insurance Plan. The post-retirement survivor benefit
payable to the participant's designated beneficiary is equal to the amount
which would have been payable under Ahmanson's SERP reduced by the additional
post-retirement death benefit payable under Ahmanson's Senior Executive Life
Insurance Plan. The pre-retirement survivor benefit payable to the
participant's designated beneficiary is equal to the amount which would have
been payable under Ahmanson's SERP reduced by the death benefit payable under
Ahmanson's Senior Executive Life Insurance Plan.
13
<PAGE>
EMPLOYMENT AGREEMENTS
Ahmanson has entered into employment agreements with each of its executive
officers. Such agreements generally provide for continually renewed terms of
employment and for minimum annual salaries, payable regardless of the
disability of the employee and under certain circumstances payable for a
period of time after the termination of the officer's actual employment. The
agreements with Messrs. Rinehart, Forster and Twomey and Mmes. Anderson and
Kleiner provide for minimum annual salaries of $760,000, $490,000, $415,000,
$300,000 and $325,000, respectively.
The employment agreements with Messrs. Rinehart, Forster and Twomey and
Mmes. Anderson and Kleiner also provide that the employee may terminate the
agreement at any time with or without cause. Cause includes, among other
things, Ahmanson's failure to perform its obligations under the employment
agreement. Upon termination by the employee with cause or termination by
Ahmanson without cause, as defined in the employment agreements, Ahmanson is
obligated to pay or provide the employee, for a specified period of time after
the date of termination, his or her current salary, his or her current medical
and other insurance type benefits, continuation of vesting of all unvested
restricted stock, stock options, SARs and certain deferred compensation awards
and continuation of accrual and vesting of SERP and Senior Supplemental
Executive Retirement Plan benefits. Such benefits will be paid or provided to
each of the named executive officers for a period of three years. Special
provisions apply in the event of the employee's death or receipt of any
salary, cash bonus or other benefits from another employer during the
specified period unless such termination occurs after a change in control.
The employment agreements Ahmanson has entered into with each of the named
executive officers were revised in February 1996. Ahmanson's objectives in
revising the employment agreements were to retain executives in a period of
financial industry consolidation, minimize distraction caused by personal
circumstances so that executives can more objectively assess potential
business combinations and negotiate the best possible transactions for
stockholders, provide a change in control severance arrangement consistent
with its peer companies and better allow executives to concentrate on
restructuring a merged entity should a change in control occur. The agreements
with the named executive officers were amended to provide a 30 day period one
year after a change in control during which a voluntary termination of
employment will trigger severance benefits and to include the annual bonus as
part of the compensation afforded severance protection. Upon a change in
control, the revised agreements will add service and vesting credits under
Ahmanson's SERP equal to the remaining term of the agreement instead of
service and vesting credits equal to 50% of the executive officer's prior
service as was the case under the prior agreements. A gross up provision was
added to the new agreements for federal excise taxes on excess parachute
payments after a change in control. The term of the agreements with Mmes.
Anderson and Kleiner was extended to three years from two years.
COMPENSATION OF DIRECTORS
Directors who are also employees of Ahmanson or any of its subsidiaries
receive no additional compensation for their services as directors, including
service on committees of the Board of Directors. Each other director receives
an annual fee of $24,000 for serving on the Board of Directors and $1,500 for
each meeting of the Board of Directors attended. Each member of the Executive
Committee receives an annual fee of $3,000 and each member of the Audit,
Compensation and Nominating Committee receives an annual fee of $2,400 for
each such committee on which the director serves. Each Chairperson of the
Audit, Compensation and Nominating Committees receives an additional fee of
$7,500. Each director receives an additional payment of $600 for each
Committee meeting attended. Directors are reimbursed for travel and other
expenses related to attendance at Board of Directors and committee meetings.
Directors of Ahmanson who are not employees of Home Savings or any of its
subsidiaries receive additional fees for attending meetings of the Home
Savings Board of Directors that are not held jointly with meetings of the
Ahmanson Board of Directors. The Home Savings Board of Directors held eight
meetings during 1995 separately from the Ahmanson Board of Directors.
14
<PAGE>
Ahmanson's Outside Director Retirement Plan is a nonqualified retirement
plan for directors of Ahmanson who are not also employees of Ahmanson or any
of its subsidiaries. Under the Plan a participating director receives an
annual retirement benefit equal to the director's annual fee during the 12
month period immediately preceding the participant's retirement from the
Board. Benefits under this Plan generally are payable for a period equal to
the participant's aggregate years and months of service on the Board of
Directors plus time spent in certain governmental service, with a lifetime
benefit payable to participants with 15 or more years of service. Benefit
payments commence when the participant ceases being a director. Upon the death
of the participant, the participant's designated beneficiary is entitled to 50
percent of the benefits otherwise payable to the participant. Such death
benefits commence one month after the participant's death and continue for the
payment period applicable to the participant or, if the participant had
already begun receiving benefits under the Plan, for the participant's
remaining payment period with a maximum of 15 years of payment. The Plan
permits participants to elect to receive a lump sum benefit equal to 90
percent of the present value of the participant's accrued benefits at any time
after retirement or 100 percent of the present value of the participant's
accrued benefits upon retirement if the election is made in a timely manner
before retirement.
Ahmanson's 1988 Directors' Stock Incentive Plan (the "1988 Plan") provides
for the grant to any director of Ahmanson who is not an employee of Ahmanson
or any of its present or future parent or subsidiary corporations (a
"Nonemployee Director") of stock options. Whenever any person becomes a
Nonemployee Director, such person is granted automatically options, the date
of grant of which is the date such person becomes a Nonemployee Director, to
purchase 2,000 shares of Ahmanson Common Stock. In addition, on the first
business day of each calendar year during the term of the 1988 Plan, each
Nonemployee Director then in office is granted automatically options to
purchase 2,000 shares of Ahmanson Common Stock. However, no Nonemployee
Director may receive in any calendar year under the foregoing provisions of
the 1988 Plan options to purchase more than 2,000 shares of Ahmanson Common
Stock.
Additional options will be granted automatically on the first business day
of each calendar year to any Nonemployee Director who files with Ahmanson an
irrevocable election to receive options in lieu of all or part of annual
directors' fees to be earned in each succeeding calendar year.
Options granted under the 1988 Plan may be exercisable for a term no longer
than ten years and one month. The options become exercisable one year after
grant (six months for options granted in lieu of directors' fees) as to half
of the shares subject to the options and two years (one year for options
granted in lieu of directors' fees) after grant as to the balance of the
shares or, if earlier, in full upon the director's death, disability or normal
retirement or a change in control of Ahmanson and expire three months after
termination of directorship other than as a result of death, disability or
normal retirement.
Ahmanson's 1996 Nonemployee Directors' Stock Incentive Plan, if approved by
stockholders, will replace the 1988 Plan. See "Proposal to Approve Ahmanson's
1996 Nonemployee Directors' Stock Incentive Plan."
Ahmanson also provides at no charge to its nonemployee directors health and
dental benefits and retiree health benefits substantially comparable to those
afforded to its employees under Ahmanson's group insurance plans.
After his retirement as an officer in 1993 Robert M. De Kruif, who retired
as a director in 1995, entered into a consulting agreement with Ahmanson.
Pursuant to the agreement as amended, he will provide consulting services to
Ahmanson until October 31, 1996 and Ahmanson will make annual payments of
$100,000. In addition, pursuant to the terms of his prior employment
agreement, Mr. De Kruif will be paid $100,000 (the minimum annual salary
provided by the agreement) annually for seven years following his retirement
on November 1, 1993.
In connection with his retirement as Chairman of the Board in 1995, Richard
H. Deihl entered into a consulting agreement with Ahmanson pursuant to which
he will provide consulting services to Ahmanson until January 31, 1999 and
Ahmanson will make annual payments to him of $100,000.
15
<PAGE>
CERTAIN TRANSACTIONS
For many years Home Savings had a home loan program under which directors,
officers and employees of Home Savings, Ahmanson and certain affiliated
companies could obtain loans, secured by a first deed of trust on the
borrower's principal residence, at a fixed rate at least one percent above
Home Savings' cost of funds for the first six months and adjusted thereafter
based upon changes in the monthly weighted average cost of funds of savings
institutions headquartered in the Eleventh District of the Federal Home Loan
Bank System as long as the borrower remained, or retired as, a director,
officer or employee of Home Savings, Ahmanson or certain affiliated companies.
The current program prohibits directors, executive officers and certain other
senior officers from obtaining loans at a discounted rate.
The following table sets forth as to each present executive officer of
Ahmanson who had a home loan from Home Savings under this home loan program
(i) the largest aggregate indebtedness outstanding from January 1, 1995 to
February 29, 1996, (ii) the amount of such indebtedness outstanding on
February 29, 1996 and (iii) the rate of interest on such indebtedness on
February 29, 1996. No present director of Ahmanson had a home loan from Home
Savings under this home loan program.
<TABLE>
<CAPTION>
HIGHEST UNPAID BALANCE INTEREST RATE ON
INDEBTEDNESS SINCE ON FEBRUARY 29, FEBRUARY 29,
NAME DECEMBER 31, 1994 1996 1996
---- ------------------ --------------- ----------------
<S> <C> <C> <C>
George G. Gregory....... $500,517.10 $491,502.79 6.059%
George Miranda.......... 205,959.93 199,458.41 6.059
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995 Byron Allumbaugh, Richard M. Bressler, Lodwrick M. Cook (since
November 1995), Delia M. Reyes, Elizabeth A. Sanders, Arthur M. Schmutz (until
July 1995) and William D. Schulte (until July 1995) served on the Compensation
Committee.
Certain directors, including four members of the Compensation Committee,
officers and stockholders of Ahmanson and their associates were depositors,
borrowers and customers of and engaged in transactions with Home Savings, and
certain other subsidiaries of Ahmanson in the ordinary course of business
during 1995. Similar transactions are expected to occur in the future. All
such loans and transactions with members of the Compensation Committee were
made on substantially the same terms, including interest rates, fees and
security, as those prevailing at the time for comparable loans and
transactions with other persons and did not involve more than the normal risk
of collectibility or present any other unfavorable features.
Arthur W. Schmutz, a director of Ahmanson and a member of its Compensation
Committee during part of 1995, is a retired partner of the law firm of Gibson,
Dunn & Crutcher, which has represented Ahmanson and its subsidiaries for more
than the past year and continues to do so.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, which is comprised
exclusively of nonemployee directors, is responsible for developing Ahmanson's
executive compensation policies, administering Ahmanson's various management
incentive programs, and making recommendations to the Board with respect to
those policies and programs. In addition, the Committee determines the
compensation paid to the Chief Executive Officer and to each of the other
senior officers of Ahmanson.
16
<PAGE>
EXECUTIVE COMPENSATION POLICY
The policy of the Committee is to closely link the compensation of
Ahmanson's senior officers to Ahmanson's financial performance and the total
returns (price appreciation and dividends) generated for Ahmanson's
stockholders. To this end, it is the Committee's policy to generally position
senior officer salaries at median competitive levels and to rely on variable,
performance-based incentives to play a significant role in determining total
compensation. As a rule, Ahmanson's financial and stockholder return
performance must exceed the median performance of other comparable financial
institutions before executive total compensation exceeds median competitive
practice.
During 1995 the Committee reviewed external compensation data prepared by
Hewitt Associates ("Hewitt"), a nationally recognized compensation consulting
firm, as a basis for confirming the competitiveness of officer salaries and
total compensation. The external data provided by Hewitt included information
on base salary, annual cash compensation and annualized total compensation for
other large, financially sound financial institutions including comparable-
size regional banks. It is the Committee's view that this survey group
represents the most appropriate reference point for establishing senior
officer compensation levels within Ahmanson due to similarities in size and
management challenge between Ahmanson and the group. The survey group
includes, but does not consist solely of, the companies included in the peer
group represented by the Standard & Poors Banks Composite Index on the
stockholder return performance graph.
The key components of Ahmanson's executive compensation program include base
salary, an annual incentive plan tied to the annual performance of Ahmanson
and the individual participant, and a long-term incentive program with earned
awards payable in part in stock options and in part in cash, with payment
based on Ahmanson's total stockholder return performance over a three-year
period. In keeping with the Committee's policy of linking senior officer pay
closely to performance, approximately 56 percent of the target total
compensation of Ahmanson's senior officer group consists of variable,
performance-based compensation delivered through the annual bonus and long-
term incentive plans.
As described earlier in this proxy statement, each of Ahmanson's executive
officers is covered by an employment agreement which, among other things,
specifies a minimum annual base salary for each officer. See "Employment
Agreements" above. The Committee may, in its discretion, increase base
salaries above the minimum level specified in the agreements, but, in the
absence of cause, may not thereafter decrease salaries below those levels.
Based on external compensation information provided by Hewitt, the current
base salaries of Ahmanson's senior officer group as a whole fell approximately
at the median base salaries of other comparable organizations. The target
total compensation (the sum of base salary, the target annual incentive
opportunity and the target value of long-term incentives) of the group falls
approximately 14 percent below the market median.
Under the 1993 Omnibus Budget Reconciliation Act ("OBRA"), income tax
deductions of publicly-traded companies may be limited to the extent that
total compensation (including base salary, annual and longer-term incentives,
gains from stock option exercises and certain benefits) for certain executive
officers exceeds $1 million. Under OBRA, the deduction limit does not apply to
payments which qualify as "performance-based." To qualify as "performance-
based," compensation payments must be based solely upon the achievement of
objective performance goals under a plan that is administered by a committee
of outside directors. In addition, the material terms of the plan must be
disclosed to and approved by stockholders, and the compensation committee must
certify that the performance goals were achieved before payments can be made.
It is the intent of the Committee to structure Ahmanson's compensation
programs to conform with the OBRA legislation and related regulations so that
total compensation paid to any employee will not exceed $1 million in any one
year, except for compensation payments which qualify as "performance-based" or
are exempt for other reasons. However, Ahmanson may in limited circumstances
pay compensation which is not deductible if sound management of Ahmanson so
requires.
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EXECUTIVE SHORT-TERM INCENTIVE PLAN
Ahmanson's Executive Short-Term Incentive Plan for its senior officers
provides for an annual cash award opportunity based on actual company
performance compared to budgeted earnings per share, subject to reduction of
actual awards at the discretion of the Compensation Committee.
Target annual incentive awards are established for each participant ranging
from 80 percent of base salary for the chief executive officer and from 10
percent to 70 percent of base salary for other officers. Actual payments may
vary from zero percent to 200 percent of the target award based on the level
of company performance achieved, subject to reduction at the discretion of the
Compensation Committee. For 1995 threshold awards equal to 25 percent of the
target award were available for achievement equal to 50 percent of budgeted
earnings per share. Awards equal to 100 percent of the target award were
available for achieving 100 percent of budgeted earnings per share.
For 1995 Ahmanson's earnings per share performance exceeded 130 percent of
budget, resulting in a formula payout of 200 percent of target, subject to
reduction at the discretion of the Compensation Committee. The Compensation
Committee reduced the maximum cash award to 140 percent of the target award
and granted a limited number of restricted stock awards in lieu of cash with
respect to 60 percent of the target award.
EXECUTIVE LONG-TERM INCENTIVE PLAN
Ahmanson's Executive Long-Term Incentive Plan for its senior officers
provides for an annual award opportunity, payable one-half in cash and one-
half in stock options. The actual cash awards are based on Ahmanson's relative
performance in total stockholder return ("TSR") over a three-year period
compared to companies comprising the S&P 500 Index and the companies
comprising the S&P Banks Composite Index.
Similar to the annual incentive plan, cash target awards for each
performance measurement period are established for each plan participant and
range from 90 percent of base salary for the Chief Executive Officer and from
40 percent to 80 percent of base salary for other senior officers. Except for
certain awards that may be adjusted downward only, actual payments under the
plan may vary from zero percent to 150 percent of the target award. A
threshold payment equal to 50 percent of the target award is available for
achieving 40th percentile relative performance, while target awards are
available for achieving 50th percentile TSR performance.
For the 39 month performance cycle ended on December 31, 1995, Ahmanson's
relative TSR performance equalled approximately the 57th percentile of the
group. This performance resulted in a formula payout equal to approximately
116 percent of the target opportunity, subject to reduction at the discretion
of the Compensation Committee. Half of this payout was made in the form of
stock options granted in February 1996. Pursuant to amendments to the
Executive Long-Term Incentive Plan in 1994, the timing of grants of stock
options was changed from the end to the beginning of the performance
measurement period. In March 1996 target cash awards were established and in
November 1995 stock options were granted for the performance measurement
period beginning January 1, 1996. The table captioned "Options Granted in Last
Fiscal Year" reflects both the November 1995 and February 1996 grants under
the Executive Long-Term Incentive Plan.
CEO COMPENSATION
Mr. Rinehart's salary was not increased during 1995 and was last increased
in October 1994. Based on the competitive data for comparable positions
provided by Hewitt, Mr. Rinehart's base salary is approximately eight percent
below the market median.
For the year ending on December 31, 1994, Mr. Rinehart received 200 percent
of his target opportunity under Ahmanson's annual incentive plan in the form
of a cash payment of $851,200 and an award of 15,197 shares of restricted
stock valued on the date of grant, without discounting for the effect of the
restrictions, at $364,800. The aggregate award was entirely formula-based. In
determining not to reduce Mr. Rinehart's annual incentive award from the
formula-based amount, the Committee took into consideration his significant
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<PAGE>
contributions to the financial and strategic actions taken to position
Ahmanson for future success. Restrictions on the restricted stock will lapse
in equal annual one-third installments beginning three years after the grant.
For the 39 month performance measurement period ending on December 31, 1995,
Mr. Rinehart received an award payment under Ahmanson's long-term incentive
plan of $1,590,300 (116 percent of the target award) representing the amount
generated by the plan formula based on Ahmanson's relative TSR performance
over the period. Consistent with other plan participants, one-half of Mr.
Rinehart's long-term incentive payment was provided in the form of a ten-year
stock option, with an exercise price equal to the market price of Ahmanson's
stock as of the date of grant. The translation of Mr. Rinehart's long-term
incentive award payment into a stock option was determined by a growth model
formula (which formula resulted in fewer options being granted than if the
Black-Scholes option valuation model were used) that determines the cash-
equivalent value of a stock option on the date of grant and that resulted in a
grant of an option to purchase 138,036 shares.
Pursuant to amendments to the Executive Long-Term Incentive Plan in 1994,
the timing of grants of stock options was changed from the end to the
beginning of the performance measurement period. In November 1995 Mr. Rinehart
was granted an option to purchase 48,326 shares which, based on the growth
model formula, is the cash-equivalent value of half of Mr. Rinehart's target
award for the three-year performance period commencing January 1, 1996.
The foregoing report has been approved by the following members of the
Committee.
Byron Allumbaugh
Richard M. Bressler
Lodwrick M. Cook
Delia M. Reyes
Elizabeth A. Sanders
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Ahmanson
specifically incorporates this information by reference and shall not
otherwise be deemed filed under such Acts.
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STOCKHOLDER RETURN PERFORMANCE GRAPH
[CHART APPEARS HERE]
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
S&P Banks Composite Index 100 163 215 237 225 358
H.F. Ahmanson & Company 100 135 158 169 146 249
S&P 500 Index 100 130 140 154 156 215
The above stock performance graph illustrates Ahmanson's performance in
total stockholder return over the period December 31, 1990 through December
31, 1995 relative to the Standard & Poors 500 Index and the Standard & Poors
Banks Composite Index.
Each line on the stock performance graph assumes that $100 was invested in
Ahmanson's Common Stock and the respective indices on December 31, 1990. The
graph then tracks the value of these investments, assuming reinvestment of
dividends, through December 31, 1995. The cumulative total return shown on the
performance graph indicates historical results only and is not necessarily
indicative of future results.
In addition to the above indices, in its proxy statement for the 1995 Annual
Meeting of Stockholders, Ahmanson presented stock performance information for
a peer group of publicly-traded savings institutions which was used by
Ahmanson in reviewing officer compensation. Ahmanson is discontinuing its
presentation of stock performance information for this peer group in favor of
the more commonly used Standard & Poor Banks Composite Index because this peer
group is no longer used by Ahmanson in reviewing officer compensation.
The stock performance graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent that Ahmanson specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
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PROPOSAL TO APPROVE AHMANSON'S 1996
NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
GENERAL INFORMATION
Ahmanson's 1996 Nonemployee Directors' Stock Incentive Plan was adopted by
the Board of Directors of Ahmanson in December 1995 (the "1996 Plan"). The
purpose of the 1996 Plan is to provide incentives that will attract and retain
highly competent persons as outside directors of Ahmanson by providing them
with opportunities to acquire a proprietary interest in Ahmanson. The 1996
Plan provides for the grant of stock options which are not qualified as
incentive stock options within the meaning of Section 422A of the Code
("Options") to any director of Ahmanson who is not an officer or employee of
Ahmanson or any of its parent or subsidiary corporations (a "Nonemployee
Director"). Subject to stockholder approval of the 1996 Plan, as of March 29,
1996 the following 11 directors were eligible to receive Options under the
1996 Plan: Byron Allumbaugh, Richard M. Bressler, David R. Carpenter, Phillip
D. Matthews, Richard L. Nolan, Delia M. Reyes, Frank M. Sanchez, Elizabeth A.
Sanders, Arthur W. Schmutz and William D. Schulte.
The 1996 Plan is being submitted to the stockholders of Ahmanson for their
approval at the Annual Meeting of Stockholders. The full text of the 1996 Plan
is set forth as Appendix A to this Proxy Statement. The following summary
description of the 1996 Plan is qualified in its entirety by reference to that
text.
STOCK SUBJECT TO THE 1996 PLAN
Under the 1996 Plan the aggregate number of shares of Ahmanson Common Stock
which may be issued pursuant to Options is 400,000 shares, subject to
proportionate adjustment in certain circumstances, including merger,
consolidation, sale of all or substantially all the assets of Ahmanson,
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, or other distribution with respect to such shares
or other securities.
The shares to be delivered under the 1996 Plan will be made available, at
the discretion of the Board of Directors or administrative committee, either
from authorized but unissued shares of Ahmanson Common Stock or from
previously issued shares of Ahmanson Common Stock reacquired by Ahmanson,
including shares purchased on the open market. If any Option granted under the
1996 Plan terminates for any reason or expires before such option is exercised
in full, the shares covered by the unexercised portion of such Option may
again be subject to an Option granted under the 1996 Plan.
ADMINISTRATION OF THE 1996 PLAN
The 1996 Plan will be administered by the Board of Directors or such
committee as the Board of Directors may appoint. The 1996 Plan provides that
any committee authorized by the Board of Directors to administer the 1996 Plan
must consist of three or more directors of Ahmanson who have not been eligible
at any time within one year before appointment to such committee to receive an
Option under the Plan.
Under the 1996 Plan the administrative powers of the Board of Directors
include (but are not limited to) authority (i) to construe the 1996 Plan and
any agreements defining the rights and obligations of Ahmanson and the
Nonemployee Directors under the 1996 Plan, (ii) to prescribe, amend and
rescind rules and regulations relating to the 1996 Plan, and (iii) to make all
other determinations necessary or advisable for the administration of the 1996
Plan. Each Option granted under the 1996 Plan will be evidenced by an
agreement (the "Option Agreement") signed by Ahmanson and by the Nonemployee
Director grantee (the "Optionholder").
GRANT OF OPTIONS
Initial and Annual Option Grants. Whenever any person becomes a Nonemployee
Director of Ahmanson, such person will be granted automatically an Option (an
"Initial Option"), the date of grant of which will be the date such person
became a Nonemployee Director, to purchase 2,000 shares of Common Stock. In
addition, on
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the first business day of each calendar year beginning in 1996 during the term
of the 1996 Plan, each Nonemployee Director then in office will be granted
automatically an Option (an "Annual Option"), the date of grant of which will
be such date in January, to purchase 2,000 shares of Common Stock.
Notwithstanding the above, no Nonemployee Director may receive in any calendar
year more than one Option pursuant to these initial and annual grants.
Deferred Fees Option Grants. Options will be granted automatically on the
first business day of each calendar year to any Nonemployee Director who shall
have filed with the Corporate Secretary of Ahmanson an election to receive an
Option (a "Deferred Fees Option") in lieu of all or a specified portion of
annual retainer fees to be earned in each succeeding calendar year (the "Plan
Year"). The number of shares of Common Stock subject to the Option granted to
such electing Nonemployee Director for each Plan Year will be equal to the
nearer number of whole shares determined in accordance with the following
formula:
Annual Retainer or specified portion thereof Number
-------------------------------------------- = of
50% of Fair Market Value Shares
"Annual Retainer," as defined in the 1996 Plan, means the amount of fixed
fees which the Nonemployee Director will be entitled to receive for serving as
a director of Ahmanson in the relevant Plan Year, assuming no change in such
compensation from that in effect as of the date in January on which the Option
is granted, and will not include fees for attendance at meetings of the Board
of Directors or any committee of the Board of Directors or for any other
services to be provided to Ahmanson. The fair market value of the Common Stock
will be determined as of the date of the grant. On March 21, 1996 the closing
price of Ahmanson's Common Stock on the New York Stock Exchange was $24.375.
Options Granted Prior to Stockholder Approval of the 1996 Plan. Options may
be granted under the 1996 Plan prior to the Annual Meeting of Stockholders
subject to approval of the 1996 Plan by the holders of a majority of the
outstanding shares of Common Stock. On January 2, 1996 an Option to purchase
2,000 shares of Common Stock at an exercise price of $26.4375 per share was
granted automatically pursuant to the 1996 Plan to each of the following
Nonemployee Directors then in office: Messrs. Ahmanson, Allumbaugh, Black,
Carpenter, Cook, Matthews, Nolan, Sanchez, Schmutz and Schulte and Mmes. Reyes
and Sanders. However, none of these Options nor any other Options granted
under the 1996 Plan, is exercisable unless the 1996 Plan is approved by the
stockholders. The Options granted during 1996 subject to stockholder approval
are set forth in the following table.
1996 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
NUMBER OF
NAME AND POSITION OPTIONS
----------------- ---------
<S> <C>
Charles R. Rinehart
Chairman of the Board and Chief Executive Officer................. --
Fredric J. Forster
President and Chief Operating Officer............................. --
Kevin M. Twomey
Senior Executive Vice President and
Chief Financial Officer........................................... --
Anne-Drue M. Anderson
Executive Vice President and Treasurer............................ --
Madeleine A. Kleiner
Executive Vice President and General Counsel...................... --
Executive officers as a group...................................... --
Non-executive officer directors as a group......................... 24,000
Non-executive officer employees as a group......................... --
</TABLE>
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TERMS AND CONDITIONS OF OPTIONS
Exercise. Options may be exercised from time to time in accordance with the
terms of the 1996 Plan and the applicable Option Agreement. No Initial or
Annual Option may be exercised prior to the first anniversary of its date of
grant, and no Deferred Fees Option may be exercised prior to the six month
anniversary of its date of grant. No Option granted under the 1996 Plan may be
exercised after ten years and one month from its date of grant. Except with
respect to certain accelerating events described below, an Optionholder may
not, until the end of the second year after the date of grant of an Initial or
Annual Option or until the end of the first year after the date of grant of a
Deferred Fees Option, purchase by exercise of such Option an aggregate of more
than 50% of the total number of shares subject to such Option. After such
dates an Optionholder may purchase all or any part of the shares not
previously purchased under such Option Agreement until expiration of the
Option.
Purchase Price. The purchase price of Common Stock under each Initial or
Annual Option will be equal to the fair market value of the Common Stock on
the date of grant. The purchase price per share of Common Stock under each
Deferred Fees Option will be equal to 50% of the fair market value per share
of the Common Stock on the date of grant, so that upon grant the aggregate
spread between the Option's exercise price and the value of the underlying
Common Stock is equal to the amount of annual retainer fees the Nonemployee
Director has elected to forego. Upon the exercise of an Option the purchase
price will be payable in full in cash or its equivalent acceptable to
Ahmanson. In the discretion of the Board of Directors or administrative
committee, the purchase price may be paid by the assignment and delivery to
Ahmanson of shares of Common Stock or a combination of cash and such shares
equal in value to the exercise price. Any shares so assigned and delivered to
Ahmanson in payment or partial payment of the purchase price will be valued at
their fair market value on the exercise date.
Accelerating Events. Each Option granted under the 1996 Plan that is not
already exercisable will become immediately exercisable in full (i) for a
period of three years after the date of termination or until the expiration of
the stated term of the Option, whichever is shorter, if the Optionholder
ceases to be a director by reason of his death, disability or "Normal Board
Retirement" (as determined by the Board of Directors or administrative
committee in accordance with the 1996 Plan); provided, however, that if an
Optionholder dies or suffers a disability during said three-year period after
Normal Board Retirement, such Option will remain exercisable in full for a
period of three years after the date of such death or disability or until the
expiration of the stated term of such Option, whichever period is shorter; and
(ii) until the expiration of the stated term of the Option, upon the
occurrence of any "Change in Control," as such term is defined in the 1996
Plan.
Termination of Directorship. If an Optionholder's services as a director
terminate for reason other than death, disability or Normal Board Retirement,
any portion of an Option held by such Optionholder which is not then
exercisable will terminate and any portion of such Option which is then
exercisable may be exercised for three months after the date of such
termination or until the expiration of the stated term of such Option,
whichever period is shorter. Notwithstanding the foregoing, if an Optionholder
dies or suffers a disability during such three-month period, such Option may
be exercised for a period of one year after the date of such Optionholder's
death or disability or until the expiration of the stated term of such Option,
whichever period is shorter, but only to the extent exercisable on the date of
the Optionholder's death or disability.
Transferability. Options are not transferable except upon death, by will or
by operation of the laws of descent and distribution, and can be exercised
during the director's lifetime only by such director except Participants may
be permitted to designate beneficiaries to exercise Options after the
Participant's death.
TERMINATION OR AMENDMENT OF THE 1996 PLAN
The 1996 Plan provides that the Board of Directors may, at any time, amend,
suspend or terminate the 1996 Plan; provided, however, that, except for the
power of the Board of Directors to adjust the terms of the 1996 Plan in
certain circumstances, no action by the Board of Directors without approval of
the stockholders may change the class of persons eligible to participate in
the 1996 Plan or increase the aggregate number of shares
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<PAGE>
subject to the 1996 Plan. In addition, no amendment, suspension or termination
of the 1996 Plan will, without the consent of the Optionholder, alter the
terms of any Option outstanding under the 1996 Plan. Unless sooner terminated
the 1996 Plan will terminate in January 2006, but such termination will not
affect any Option previously granted.
FEDERAL TAX CONSEQUENCES
The following statement is based on present federal tax laws and regulations
and does not purport to be a complete description of the federal income tax
aspects of the 1996 Plan.
The grant of an Option under the 1996 Plan will not result in any taxable
income to the Optionholder. When such an Option is exercised, an Optionholder
subject to the provisions of Section 16(b) of the Securities Exchange Act of
1934, as amended, will recognize taxable income (and Ahmanson will be entitled
to a deduction) on the earlier of the date of exercise or six months after the
Option grant date on the excess of the fair market value of the shares on such
date over the exercise price, unless, with respect to Options otherwise
taxable six months after the Option grant date, he elects within thirty days
of exercise, under Section 83(b) of the Code, to be treated like an
Optionholder who is not subject to Section 16(b) as described below. Upon the
exercise of an Option by an Optionholder not subject to Section 16(b), the
Optionholder will recognize ordinary income (and Ahmanson will be entitled to
a deduction) in an amount equal to the excess of the fair market value of the
shares purchased on the date of exercise over the exercise price. Any gain or
loss on the stock after the date upon which an Optionholder recognizes taxable
income, as described above, is treated generally as capital gain or loss.
Under current law ordinary income and capital gains are taxed at the same
federal tax rate.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
1996 PLAN.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP ("Peat Marwick"), the independent certified public
accountants for Ahmanson and its subsidiaries in 1995, have been selected by
the Board of Directors to continue to serve Ahmanson in that capacity for
1996. Representatives of Peat Marwick are expected to be present at the Annual
Meeting of Stockholders to make a statement should they desire to do so and
will be available to respond to appropriate questions which may be asked by
stockholders.
Peat Marwick performs both audit and non-audit professional services for and
on behalf of Ahmanson and its subsidiaries. During 1995 the audit services
included examination of the consolidated financial statements of Ahmanson,
examination of the financial statements of subsidiaries of Ahmanson and a
review of certain filings with the Securities and Exchange Commission and
other regulatory agencies.
STOCKHOLDER PROPOSAL FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
Any eligible stockholder of Ahmanson wishing to have a proposal considered
for inclusion in Ahmanson's 1997 proxy solicitation materials must set forth
such proposal in writing and file it with the Secretary of Ahmanson on or
before December 5, 1996 and satisfy the other requirements of Rule 14a-8 under
the Securities Exchange Act of 1934. The Board of Directors of Ahmanson will
review new proposals received by that date from eligible stockholders and will
determine whether such proposals will be included in its 1997 proxy
solicitation materials. Generally a stockholder is eligible to present
proposals if such stockholder has been for at least one year the record or
beneficial owner of at least one percent or $1,000 in market value of
securities entitled to be voted at the 1997 Annual Meeting of Stockholders and
such stockholder continues to own such securities through the date on which
the meeting is held.
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<PAGE>
APPENDIX A
H. F. AHMANSON & COMPANY
1996 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
1. Purpose of the Plan.
The purpose of the 1996 Nonemployee Directors' Stock Incentive Plan of H. F.
Ahmanson & Company is to provide incentives that will attract and retain
highly competent persons as nonemployee directors of the Company by providing
them with opportunities to acquire a proprietary interest in the Company by
the grant to such persons of nonqualified Stock Options which may result in
their ownership of Common Stock of the Company.
2. Definitions.
(a) "Act" means the Securities Act of 1933, as amended.
(b) "Administrator" shall mean the Board or, if and to the extent the Board
delegates any of its authority hereunder in accordance with Section 4(b)
hereof, the Committee.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means a committee appointed by the Board to administer the
Plan pursuant to Section 4(b) hereof.
(e) "Common Stock" means the common stock, $0.01 par value, of the Company.
(f) "Company" means H. F. Ahmanson & Company.
(g) "Date of Grant" means the date determined as set forth in Section 6 or 7
hereof, as the case may be.
(h) "Disability" means any medically determinable physical or mental
impairment of a Participant, as determined by the Administrator, in its
complete and sole discretion, which is expected to last for a period of at
least 180 days, as a result of which such Participant is unable to engage in
any substantial gainful activity. All determinations as to a Participant's
disabled status or the date and extent of any disability shall be made by the
Administrator upon the basis of such information as it deems necessary or
desirable.
(i) "Eligible Participant" means a Nonemployee Director.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(k) "Fair Market Value" on a given date means (i) the mean between the
highest and lowest reported sales prices for the Common Stock on that date
(or, if there were no such sales on that date, on the next most recent date on
which there were such sales) as reported by the New York Stock Exchange (or,
if the Common Stock is not then listed on the New York Stock Exchange, such
other national securities exchange on which the Common Stock is then listed),
(ii) if the Common Stock is not then listed on a national securities exchange,
the mean between the closing bid and asked price quotations for the Common
Stock on that date (or if none on that date, on the next most recent date) as
reported by The Nasdaq National Market or any successor thereto, or (iii) if
the Common Stock is not then listed on a national securities exchange or The
Nasdaq National Market, the mean between the closing bid and asked price
quotations for the Common Stock on that date (or if none on that date, on the
next most recent date) as reported by the National Association of Securities
Dealers Automatic Quotation System or any successor thereto.
(l) "Nonemployee Director" means a member of the Board who is not an officer
or employee of the Company or any of its parent or subsidiary corporations at
the time of determination.
(m) "Normal Board Retirement" means, in conjunction with termination of a
Participant's services as a member of the Board for any reason other than
death or Disability, the determination of the Administrator or the Nominating
Committee of the Board that such termination constitutes Normal Board
Retirement. In the absence of such a determination, termination of a
Participant's services as a member of the Board shall be deemed to be for
reasons other than Normal Board Retirement.
A-1
<PAGE>
(n) "Option" or "Stock Option" means a stock option that does not qualify as
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
(o) "Option Agreement" means an option agreement signed by the Company and
the Participant in such form and including such terms and conditions not
inconsistent with the Plan as the Administrator may in its discretion from
time to time determine.
(p) "Participant" means any Eligible Participant who elects to receive
Options pursuant to Section 6 or 7 hereof.
(q) "Plan" means the 1996 Nonemployee Directors' Stock Incentive Plan as set
forth herein, and as it may be amended from time to time.
3. Shares of Common Stock Subject to the Plan.
(a) Subject to the provisions of Section 3(c) and Section 9 of the Plan, the
aggregate number of shares of Common Stock that may be issued or transferred
or exercised pursuant to Options granted under the Plan will not exceed
400,000.
(b) The shares to be delivered under the Plan will be made available, at the
discretion of the Administrator, either from authorized but unissued shares of
Common Stock or from previously issued shares of Common Stock reacquired by
the Company, including shares purchased on the open market.
(c) Shares of Common Stock subject to an unexercised portion of any Stock
Option granted under the Plan which expires or terminates or is canceled will
again become available for the grant of further Options hereunder.
4. Administration of the Plan.
(a) The Plan shall, to the extent possible, be self-effectuating. The Plan
will be administered by the Board. The Board is authorized and empowered to
administer the Plan, which administration shall include (but is not limited
to) authority to (i) construe and interpret the Plan and any agreements
defining the rights and obligations of the Company and Participants under the
Plan; (ii) prescribe, amend and rescind rules and regulations relating to the
Plan; (iii) further define the terms used in the Plan; (iv) determine the
rights and obligations of Participants under the Plan; and (v) make all other
determinations necessary or advisable for the administration of the Plan. Each
Option granted under the Plan shall be evidenced by an Option Agreement.
(b) The Board of Directors may, in its discretion, delegate any or all of
its authority under the Plan to a committee consisting of three or more
directors of the Company each of whom has not been eligible at any time within
one year before appointment to such committee to receive an Option under the
Plan, except the Board may not delegate the powers set forth in Section 9,
11(a), or 12 hereof or powers which, under applicable law, are nondelegable.
(c) No member of the Board or the Committee will be liable for any action or
determination made in good faith by the Board or the Committee with respect to
the Plan or any Option under it, including, without limitation, adjustments
pursuant to Section 9. In making determinations under the Plan, the Board or
the Committee may obtain and may rely upon the advice of independent counsel
and accountants and other advisors to the Company. No member of the Board or
the Committee, nor an officer of the Company shall be liable for any such
action or determination taken or made in good faith with respect to the Plan
or any Option granted hereunder.
5. Participation.
Options shall be granted to each Nonemployee Director exclusively in
accordance with the provisions set forth in Section 6 and 7 hereof.
6. Automatic Option Grants.
(a) Whenever any person shall become a Nonemployee Director, there shall be
granted automatically (without any action by the Administrator) a Stock Option
(the Date of Grant of which shall be the date such person shall have become a
Nonemployee Director) to such person to purchase 2,000 shares of Common Stock
(subject to adjustment pursuant to Section 9 hereof).
A-2
<PAGE>
(b) On January 2 (or if January 2 is not a business day, on the next
succeeding business day) in each calendar year after 1995 during the term of
the Plan, there shall be granted automatically (without any action by the
Administrator) a Stock Option (the Date of Grant of which shall be such date
in January) to each Nonemployee Director then in office to purchase 2,000
shares of Common Stock (subject to adjustment pursuant to Section 9 hereof).
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no
Nonemployee Director shall receive more than one Stock Option under this
Section 6 in any calendar year.
7. Deferred Fees.
(a) Grants. Subject to Section 12 hereof, Stock Options shall be granted
automatically (without any action by the Administrator) on January 2 (or if
January 2 is not a business day on the next succeeding business day in each
calendar year) to any Nonemployee Director who irrevocably elects, in
accordance with this Section 7, to receive all or a specified percentage of
all annual retainer fees to be earned in all future years in the form of a
Stock Option. The Date of Grant of each such Stock Option shall be the
applicable date in January. Such Stock Option shall be awarded pursuant to
such irrevocable election in lieu of all or a specified percentage of the
annual retainer fees to be earned in each succeeding calendar year ("Plan
Year") after the date of such election. Any Nonemployee Director wishing to
make such an irrevocable election shall file such election with the Secretary
of the Company on or before such date as the Company or its counsel determines
is necessary to comply with applicable laws and regulations. Such elections,
including the percentage, if any, of annual retainer fees specified therein,
shall be irrevocable for the entire term served by each Nonemployee Director;
provided that such election shall be irrevocable only to the extent required
under Rule 16b-3 under the Exchange Act.
(b) Option Formula. Subject to adjustment pursuant to Section 9 hereof, the
number of shares of Common Stock subject to the Stock Option granted to such
electing Nonemployee Director shall be equal to the nearest number of whole
shares determined in accordance with the following formula:
Annual Retainer or percentage thereof
------------------------------------- = Number of Shares
50% of Fair Market Value
"Annual Retainer" means the amount of fixed fees which the Nonemployee
Director of the Company will be entitled to receive for serving as a director
of the Company in the relevant Plan Year, assuming no change in such
compensation from that in effect as of the date in January on which the Stock
Option is granted, and shall not include fees for attendance at meetings of
the Board or any committee of the Board or for any other services to be
provided to the Company. Fair Market Value shall be determined as of the Date
of Grant.
8. Terms and Conditions of Stock Options.
(a) Purchase Price. The purchase price of Common Stock under each Stock
Option granted under Section 6 will be equal to the Fair Market Value of the
Common Stock on the Date of Grant. The purchase price per share of Common
Stock under each Stock Option granted under Section 7 will be equal to 50% of
the Fair Market Value of the Common Stock on the Date of Grant.
(b) Exercise Period. Stock Options may be exercised from time to time in
accordance with the terms of the applicable Option Agreement and this Section
8. No Stock Option granted pursuant to Section 6 hereof shall be exercised
prior to the first anniversary of its Date of Grant. No Option granted
pursuant to Section 7 hereof shall be exercised prior to six months after its
Date of Grant. Notwithstanding anything to the contrary in the Plan or any
Option Agreement hereunder, no Option granted hereunder shall be exercised
after ten years and one month from its Date of Grant.
(c) Payment of Purchase Price. Upon the exercise of a Stock Option, the
purchase price will be payable in full in cash or its equivalent acceptable to
the Company. In the discretion of the Administrator, the purchase price may be
paid by the assignment and delivery to the Company of shares of Common Stock
or a combination of cash and such shares equal in value to the exercise price.
Any shares so assigned and delivered to the Company in payment or partial
payment of the purchase price will be valued at their Fair Market Value on the
exercise date.
A-3
<PAGE>
(d) No Fractional Shares. No fractional shares will be issued pursuant to
the exercise of a Stock Option nor will any cash payments be made in lieu of
fractional shares.
(e) Exercisability. Except as provided in the Option Agreement for any
Option granted hereunder or subsection (f) or (g) hereof, a Participant may
not, until the end of the second year after the Date of Grant of an Option
granted under Section 6 hereof or until the end of the first year after the
Date of Grant of an Option granted under Section 7 hereof, purchase by
exercise of such Option an aggregate of more than 50% of the total number of
shares subject to such Option. At any time on or after the second anniversary
of such Date of Grant with respect to Options granted under Section 6 hereof
or the first anniversary of the Date of Grant with respect to Options granted
under Section 7 hereof until such Option expires or terminates, a Participant
may purchase all or any part of the shares that he theretofore failed to
purchase under such Option Agreement.
(f) Termination of Directorship. If a Participant's services as a member of
the Board terminate by reason of death, Disability or Normal Board Retirement,
an Option granted hereunder held by such Participant shall be automatically
accelerated with respect to its exercisability and shall become immediately
exercisable in full for the remaining number of shares of Common Stock subject
to such Option for three years after the date of such termination or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate; provided, however, that if a
Participant dies or suffers a Disability during said three-year period after
Normal Board Retirement such Option shall remain exercisable in full for a
period of three years after the date of such death or Disability or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate. If a Participant's services as a
member of the Board terminate for any other reason, any portion of an Option
granted hereunder held by such Participant which is not then exercisable shall
terminate and any portion of such Option which is then exercisable may be
exercised for three months after the date of such termination or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate provided, however, that if a
participant dies or suffers a Disability during such three-month period, such
Option may be exercised for a period of one year after the date of such
Participant's death or Disability or until the expiration of the stated term
of such Option, whichever period is shorter, in accordance with its terms, but
only to the extent exercisable on the date of the Participant's death or
Disability.
(g) Change in Control. Notwithstanding any other provisions of the Plan,
upon any Change in Control (as hereinafter defined in this Section 8) the
unexercised portion of a Stock Option granted hereunder shall be automatically
accelerated with respect to its exercisability and shall become immediately
exercisable in full during the remainder of its term without regard to any
limitations of time or amount otherwise contained in the Plan. The term
"Change in Control" shall mean:
(i) any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act) becomes the beneficial owner (as such term is used in
Section 13(d)(1) of the Exchange Act) directly or indirectly of securities
representing at least 25% of the combined voting power of the then
outstanding securities of the Company; or
(ii) during any period of thirty-six (36) consecutive months (whether
commencing before or after the effective date of this Plan), individuals
who at the beginning of such period constituted the Board cease for any
reason to constitute at least a majority thereof, unless the election, or
the nomination for election, of each new director was approved by a vote of
a least two-thirds of the directors then still in office who were directors
at the beginning of the period; or
(iii) any merger, consolidation, combination, reorganization, sale, lease
or exchange or issuance or delivery of stock or other securities, or
reverse stock split, exchange, liquidation or dissolution which is referred
to in paragraph (b) of Article TWELFTH of the Company's Restated
Certificate of Incorporation as in effect on the effective date of the Plan
and notwithstanding any repeal, amendment or other modification of said
Article TWELFTH that may hereafter be made (hereinafter called a
"Transaction"), or the approval by the stockholders of the Company (or if
such stockholder approval is not required, the approval by the Board) of a
Transaction; provided, however, that the term "Transaction" shall not
include any transaction described in either proviso set forth at the end of
said paragraph (b); and provided further, that the last paragraph of said
Article TWELFTH is hereby incorporated herein by this reference; or
A-4
<PAGE>
(iv) the approval by the stockholders of the Company of any plan or
proposal for the Company to be Acquired (as defined below) or for the
liquidation or dissolution of the Company.
For purposes of this Section 8, the Company shall be considered to be
"Acquired" only if the owners of its voting securities immediately prior to
the effective date of any transaction referred to in Section 9(b) below will
not own immediately thereafter, as a result of having owned such voting
securities, securities representing a majority of the combined voting power of
the then outstanding securities of the Company or the entity that then owns,
directly or indirectly, the Company or all or substantially all its assets.
9. Adjustment Provisions.
(a) Subject to Section 9(b), if the outstanding shares of Common Stock of
the Company are increased, decreased or exchanged for a different number or
kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such
shares of Common Stock or other securities, through merger, consolidation,
sale of all or substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or
other securities, an appropriate and proportionate adjustment shall be made in
(i) the maximum number and kind of shares or other securities provided in
Section 3(a), (ii) the number and kind of shares or other securities subject
to the then-outstanding Stock Options, (iii) the price for each share or other
unit of any other securities subject to then-outstanding Stock Options without
change in the aggregate purchase price or value as to which such Stock Options
remain exercisable and (iv) the number, kind and price of shares or other
securities to be granted pursuant to Section 6 and 7 hereof.
(b) Notwithstanding the provisions of Section 9(a) and subject to the
provisions of Section 8(g) hereof, upon dissolution or liquidation of the
Company or upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation or as a result of which the outstanding Common Stock is converted
into or exchanged for cash or securities of another issuer or both, or upon
the sale of all or substantially all the assets of the Company, all
restrictions applicable to the exercise of outstanding Stock Options shall
continue in full force and effect and provision shall be made in connection
with such transaction for the continuance of the Plan and the assumption of
the outstanding Stock Options by or the substitution for such Stock Options of
new options covering the stock of the successor corporation, or a parent or
subsidiary thereof or the Company, with appropriate and proportionate
adjustment in (i) the number and kind of shares or other securities or cash or
other property subject to such Stock Options and (ii) the price for each share
or other unit of any other securities or cash or other property subject to
such Stock Options without change in the aggregate purchase price or value as
to which such Stock Options remain exercisable; provided, however, that if no
public market exists for the Common Stock or the other securities or property
which would be subject to such Stock Options after consummation of such
transaction, such Stock Options shall be converted into the right to receive,
upon exercise thereof, an amount of each equal to the amount determined by the
Administrator to be the fair market value on the effective date of such
transaction of the stock, other securities, cash and other property that a
share of Common Stock is entitled to receive, or into which it is converted,
pursuant to such transaction.
(c) Adjustments under Sections 9(a) and 9(b) will be made by the
Administrator, whose determination as to what adjustments will be made and the
extent thereof will be final, binding and conclusive in the absence of
manifest error or arbitrary action. No fractional interest will be issued
under the Plan on account of any such adjustments.
10. General Provisions.
(a) The grant of any Stock Option under the Plan may also be subject to such
other provisions (whether or not applicable to the Stock Option awarded to any
other Participant) as the Administrator determines appropriate including,
without limitation, provisions to assist the Participant in financing the
purchase of Common Stock through the exercise of Stock Options, provisions for
the forfeiture of or restrictions on resale or other disposition of shares
acquired under any form of benefit, provisions giving the Company the right to
repurchase shares acquired under any form of benefit in the event the
Participant elects to dispose of such shares, provisions to
A-5
<PAGE>
comply with Federal and state securities laws and Federal and state income tax
withholding requirements and to such approvals by any regulatory or
governmental agency which may be necessary or advisable in connection
therewith.
In connection with the administration of the Plan or the grant of any Award,
the Administrator may impose such further limitations or conditions as in its
opinion may be required or advisable to satisfy, or secure the benefits of,
applicable regulatory requirements (including those rules promulgated under
Section 16 of the Exchange Act or those rules that facilitate exemption from
or compliance with the Act or the Exchange Act), the requirements of any stock
exchange upon which such shares or shares of the same class are then listed,
and any blue sky or other securities laws applicable to such shares.
(b) No person shall be entitled to the privileges of stock ownership in
respect of shares of stock which are subject to Options hereunder until such
person shall have become the holder of record of such shares.
(c) No fewer than fifty shares may be purchased at one time pursuant to any
Stock Option unless the number purchased is the total number at the time
available for purchase under the Stock Option.
(d) Options shall not be transferable by the Participants other than by will
or the laws of descent and distribution, and during the lifetime of a
Participant shall be exercisable only by such Participant, except that to the
extent permitted by applicable law, and Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act, the Administrator
may permit a Participant to designate in writing during his lifetime a
beneficiary to receive and exercise Options in the event of such Participant's
death. Following the death of a Participant, Options held by such Participant
shall be exercisable, in accordance with their terms, by such designated
beneficiary or, if no such beneficiary has been designated, by the
Participant's estate or by the person or persons who acquire the right to
exercise it by bequest or inheritance. Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, an Option granted hereunder, contrary to the
provisions hereof, shall be void and ineffective, shall give no rights to the
purported transferee, and shall at the sole discretion of the Administrator
result in forfeiture of such Option with respect to the shares involved in
such attempt.
(e) The Plan and all Stock Options granted under the Plan and the documents
evidencing Stock Options shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
11. Amendment and Termination.
(a) The Board will have the power, in its discretion, to amend, suspend or
terminate the Plan at any time. No such amendment will, without approval of
the stockholders of the Company, except as provided in Section 9 of the Plan:
(i) Change the class of persons eligible to receive Stock Options under
the Plan; or
(ii) Increase the number of shares of Common Stock subject to the Plan.
(b) No amendment, suspension or termination of the Plan will, without the
consent of the Participant, alter, terminate, impair or adversely affect any
right or obligation under any Stock Option previously granted under the Plan.
12. Effective Date of Plan and Duration of Plan.
This Plan will become effective upon the adoption by the Board subject to
approval by the holders of a majority of the outstanding shares of Common
Stock present in person or by proxy and entitled to vote at a meeting of
stockholders of the Company held after such Board adoption. Any Options
granted hereunder prior to approval of the Plan by the stockholders shall be
granted subject to such approval and may not be exercised or realized, nor may
Common Stock be irrevocably transferred to any Participant, until and unless
such approval has occurred and the provisions of Section 10(a) have been
satisfied. Unless previously terminated, the Plan will terminate ten years and
one month after adoption by the Board, but such termination shall not affect
any Stock Option previously made or granted.
A-6
<PAGE>
P R O X Y
H. F. AHMANSON & COMPANY
Proxy Solicited By Board of Directors
The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement, dated April 4, 1996, and hereby appoints Byron Allumbaugh, Richard M.
Bressler, Fredric J. Forster and Charles R. Rinehart, and each of them, acting
by a majority or by one of them if only one is acting, with power of
substitution, the agent and proxy of the undersigned to vote the shares of
common stock of H. F. Ahmanson & Company, a Delaware corporation ("Ahmanson"),
standing in the name of the undersigned at the Annual Meeting of Stockholders to
be held on May 13, 1996, and at any adjournment or postponement thereof, with
respect to the following:
1. Election of directors: (change of address/comments)
Nominees--Byron Allumbaugh, Harold A. Black, ____________________________
Richard M. Bressler, David R. Carpenter, ____________________________
Fredric J. Forster, Phillip D. Matthews, ____________________________
Richard L. Nolan, Della M. Reyes, ____________________________
Charles R. Rinehart, Frank M. Sanchez, ____________________________
Elizabeth A. Sanders, Arthur W. Schmutz and ____________________________
William D. Schulte.
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card.)
THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE. IN ------------
THE ABSENCE OF ANY DIRECTION, THIS PROXY WILL BE VOTED FOR SEE REVERSE
THE NOMINEES FOR DIRECTOR NAMED ABOVE AND FOR PROPOSAL 2. SIDE
------------
<PAGE>
[X] Please mark your 1144
votes as in this
example.
- - --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Directors and proposal 2.
- - --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. To consider and [_] [_] [_]
Directors. vote upon a proposal
(see reverse) to approve Ahmanson's
1996 Nonemployee
For, except vote withheld from Directors' Stock
the following nominee(s): Incentive Plan.
_______________________________ 3. In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before such
meeting or any adjournment thereof.
- - --------------------------------------------------------------------------------
Change [_]
of
Address/
Comments
SIGNATURE(S) ______________________ DATE ______________________
NOTE: Please sign exactly as name appears above. Joint owners should each sign.
Fiduciaries should add their full title to their signature. Corporations
should sign in full corporate name by an authorized officer. Partnerships
should sign in partnership name by an authorized person.
<PAGE>
P R O X Y
Voting Instructions
H. F. AHMANSON & COMPANY
The Ahmanson Advantage Account
Proxy Solicited By Board of Directors
The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement, dated April 4, 1996, and hereby appoints Bankers Trust Company, as
trustee of The Ahmanson Advantage Account, (the "Plan"), to vote in person or by
proxy all shares of common stock of H.F. Ahmanson & Company, a Delaware
corporation ("Ahmanson") allocated to any accounts of the undersigned under the
Plan at the Annual Meeting of Stockholders to be held on May 13, 1996, and at
any adjournment or postponement thereof, with respect to the following:
1. Election of directors: (change of address/comments)
Nominees--Byron Allumbaugh, Harold A. Black, ____________________________
Richard M. Bressler, David R. Carpenter, ____________________________
Fredric J. Forster, Phillip D. Matthews, ____________________________
Richard L. Nolan, Della M. Reyes, ____________________________
Charles R. Rinehart, Frank M. Sanchez,
Elizabeth A. Sanders, Arthur W. Schmutz and
William D. Schulte.
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card.)
THE TRUSTEE WILL VOTE AS DIRECTED ON THE REVERSE SIDE. IF ------------
THESE VOTING INSTRUCTIONS ARE NOT RETURNED BY MAY 9, 1996, SEE REVERSE
OR IN THE ABSENCE OF ANY EXPRESSED DIRECTION, THE TRUSTEE SIDE
WILL VOTE FOR THE NOMINEES FOR DIRECTOR NAMED ABOVE AND ------------
FOR PROPOSAL 2.
<PAGE>
[X] Please mark your 1951
votes as in this
example.
- - --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Directors and proposal 2.
- - --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. To consider and [_] [_] [_]
Directors. vote upon a proposal
(see reverse) to approve Ahmanson's
1996 Nonemployee
For, except vote withheld from Directors' Stock
the following nominee(s): Incentive Plan.
_______________________________ 3. In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before such
meeting or any adjournment thereof.
- - --------------------------------------------------------------------------------
Change [_]
of
Address/
Comments
SIGNATURE(S) ______________________ DATE ______________________
NOTE: Please sign exactly as name appears above. Joint owners should each sign.
Fiduciaries should add their full title to their signature. Corporations
should sign in full corporate name by an authorized officer. Partnerships
should sign in partnership name by an authorized person.
