AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
H. F. Ahmanson & Company
------------------------------
(Exact name of registrant as specified in charter)
Delaware 95-0479700
-------------- ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4900 Rivergrade Road, Irwindale, California 91706
------------------------------------------------- -----------
(Address of principal executive offices) (Zip code)
1996 Nonemployee Directors' Stock Incentive Plan
------------------------------------------------------
(Full title of the Plan)
Madeleine A. Kleiner
Executive Vice President and General Counsel
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
----------------------------------
(Name and address of agent for service)
(818) 814-7662
--------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ------------ ------------------ ----------- --------------- ---------
Common Stock 400,000 shares (a) $25.875 (b) $10,350,000 (b) $3,568.97
- ------------ ------------------ ----------- --------------- ---------
(a) Based on registrant's estimate of the number of shares of Common Stock
that will be purchased pursuant to the 1996 Nonemployee Directors' Stock
Incentive Plan (the "Plan"). Pursuant to Rule 416, there is also being
registered such number of additional shares of Common Stock that may become
available for purchase under the Plan in the event of certain changes in the
outstanding shares of Common Stock, including, among other things,
reorganizations, mergers, recapitalizations, restructurings, stock dividends,
stock splits and reclassifications.
(b) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for
purposes of calculating the registration fee and based on the average of the
high and low prices of the Common Stock of the Company reported on the New York
Stock Exchange composite tape on July 9, 1996 of $26.125 and $25.625,
respectively.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of H. F. Ahmanson & Company, a Delaware
corporation (the "Company"), previously filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in the
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, Amendment No. 1 to Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 1996, and Current Reports on Form 8-K dated January 24,
1996, March 28, 1996, April 16, 1996, May 14, 1996 and June 26, 1996, each filed
pursuant to Section 13 of the Exchange Act; and
(iii) The description of the Company's Common Stock set forth under the
heading "Description of Registrant's Securities" in the Company's Registration
Statement on Form 8-A filed with the Commission pursuant to the Exchange Act on
June 24, 1985, together with any amendment or report filed with the Commission
for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the common stock registered pursuant to
this Registration Statement will be passed on for the Company by Tim S.
Glassett, Esq. As of the date this Registration Statement was filed with the
Commission, Mr. Glassett, who has been an officer of the Company since 1987,
held 970 shares of the Company's Common Stock (subject to certain restrictions)
and currently exercisable options with respect to 20,225 shares of the Company's
Common Stock. Mr. Glassett's children also own, in the aggregate, 100
depositary shares representing interests in the Company's Preferred Stock,
Series B, 350 depositary shares representing interests in the Company's
Preferred Stock, Series C and 290 depositary shares representing interests in
the Company's Convertible Preferred Stock, Series D as to all of which Mr.
Glassett disclaims beneficial ownership.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware, the state of
incorporation of Ahmanson, and the Bylaws of Ahmanson provide for
indemnification of directors and officers. Section 145 of the Delaware General
Corporation Law provides generally that a corporation may indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed suit by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation against reasonable
expenses, including attorneys' fees, judgments, fines and settlements if, in
cases other than actions brought by or in the right of the corporation, he or
she has acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation (and in the case of
a criminal proceeding, had no reasonable cause to believe that his or her
conduct was unlawful). Section 145 provides that no indemnification for any
claim or matter may be made, in the case of an action brought by or in the right
of the corporation, if the person has been adjudged to be liable, unless the
Court of Chancery or other court determines that indemnity is fair and
reasonable despite the adjudication of liability. Indemnification is mandatory
in the case of a director, officer, employee or agent who has been successful on
the merits, or otherwise, in defense of a suit against him or her. The
determination of whether a director, officer, employee or agent should be
indemnified is made by a majority of disinterested directors, independent legal
counsel or the stockholders.
Directors and officers of Ahmanson are covered under policies of
directors' and officers' liability insurance with coverage aggregating
$55,000,000. The directors and all officers serving Ahmanson as first vice
presidents or in a higher position are parties to Indemnity Agreements with
Ahmanson (the "Indemnity Agreements"). The Indemnity Agreements provide
indemnification for the directors and covered officers in the event the
directors' and officers' liability insurance does not cover a particular claim
for indemnification or if such a claim or claims exceed the limits of such
coverage. The Indemnity Agreements are generally intended to provide
indemnification for any amounts a director or covered officer is legally
obligated to pay because of claims arising out of the director's or officer's
service to Ahmanson, Home Savings or any other subsidiary of Ahmanson.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of H. F. Ahmanson & Company, as
amended (filed as Exhibit 3.1 to Form 10-K for the year ended
December 31, 1991) (File No. 1-8930) (incorporated by reference).
4.2 Bylaws of H. F. Ahmanson & Company, as amended (filed as Exhibit
3.2 to Form 10-Q for the quarter ended June 30, 1994) (File No.
1-8930) (incorporated by reference).
-2-
<PAGE>
4.3 Rights Agreement, dated July 26, 1988, between H. F. Ahmanson &
Company and Union Bank (filed as Exhibit 4.3 to Form 8-K dated
July 26, 1988) (File No. 1-8930) (incorporated by reference).
4.4 Form of Certificate representing shares of Common Stock (filed as
Exhibit 4.5 to Form S-3 filed June 2, 1993, Registration No.
33-57218) (incorporated by reference).
5.1 Opinion of Tim S. Glassett, Esq.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Tim S. Glassett, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Pages).
99.1 1996 Nonemployee Directors' Stock Incentive Plan (filed as
Exhibit 10.19 to Form 10-K for the year ended December 31, 1995)
(File No. 1-8930) (incorporated by reference).
99.2 Form of Stock Option Agreement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
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<PAGE>
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irwindale, State of California, on this 10th day of
July, 1996.
H. F. AHMANSON & COMPANY
/s/ Kevin M. Twomey
------------------------------
By: Kevin M. Twomey
Senior Executive Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Charles R. Rinehart, Bruce G. Willison,
Kevin M. Twomey and Madeleine A. Kleiner as his or her true and lawful
attorneys-in-facts and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
SIGNATURE CAPACITY DATE
/s/ Byron Allumbaugh Director July 10, 1996
------------------------
Byron Allumbaugh
Director _______________, 1996
------------------------
Harold A. Black
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<PAGE>
/s/ Richard M. Bressler Director July 10, 1996
------------------------
Richard M. Bressler
Director _______________, 1996
------------------------
David R. Carpenter
/s/ Phillip D. Matthews Director July 10, 1996
------------------------
Phillip D. Matthews
/s/ Richard L. Nolan Director July 10, 1996
------------------------
Richard L. Nolan
/s/ Delia M. Reyes Director July 10, 1996
------------------------
Delia M. Reyes
/s/ Charles R. Rinehart Director and Principal July 10, 1996
------------------------ Executive Officer
Charles R. Rinehart
/s/ Frank M. Sanchez Director July 10, 1996
------------------------
Frank M. Sanchez
Director _______________, 1996
------------------------
Elizabeth A. Sanders
/s/ Arthur W. Schmutz Director July 10, 1996
------------------------
Arthur W. Schmutz
/s/ William D. Schulte Director July 10, 1996
------------------------
William D. Schulte
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<PAGE>
Director _______________, 1996
------------------------
Bruce G. Willison
/s/ Kevin M. Twomey Principal Financial July 10, 1996
------------------------ Officer
Kevin M. Twomey
/s/ George Miranda Principal Accounting July 10, 1996
------------------------ Officer
George Miranda
-7-
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
4.1 Certificate of Incorporation of H. F. Ahmanson &
Company, as amended (filed as Exhibit 3.1 to Form
10-K for the year ended December 31, 1991) (File No.
1-8930) (incorporated by reference).
4.2 Bylaws of H. F. Ahmanson & Company, as amended (filed
as Exhibit 3.2 to Form 10-Q for the quarter ended
June 30, 1994) (File No. 1-8930) (incorporated by
reference).
4.3 Rights Agreement, dated July 26, 1988, between H. F.
Ahmanson & Company and Union Bank (filed as Exhibit
4.3 to Form 8-K dated July 26, 1988) (File No.
1-8930) (incorporated by reference).
4.4 Form of Certificate representing shares of Common Stock
(filed as Exhibit 4.5 to Form S-3 filed June 2,
1993, Registration No. 33-57218) (incorporated by
reference).
5.1 Opinion of Tim S. Glassett, Esq.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Tim S. Glassett, Esq. (included in Exhibit
5.1).
24.1 Power of Attorney (included on Signature Pages).
99.1 1996 Nonemployee Directors' Stock Incentive Plan (filed
as Exhibit 10.19 to Form 10-K for the year ended
December 31, 1995) (File No. 1-8930) (incorporated
by reference).
99.2 Form of Stock Option Agreement.
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H. F. AHMANSON & COMPANY
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(818) 814-7904
TIM S. GLASSETT
FIRST VICE PRESIDENT &
ASSISTANT GENERAL COUNSEL
July 10, 1996
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
Ladies/Gentlemen:
As First Vice President and Assistant General Counsel of
H. F. Ahmanson & Company, a Delaware corporation (the "Company"), I
have reviewed the registration statement on Form S-8 to be filed by
the Company with the Securities and Exchange Commission on July 11,
1996 (the "Registration Statement"). The Registration Statement is
being filed with respect to options ("Options") to purchase up to
400,000 shares of Common Stock, $.01 par value (the "Common Stock") of
the Company, and the Common Stock issuable upon exercise thereof,
offered to nonemployee directors of the Company who have been or may
be granted options to purchase such shares of Common Stock pursuant to
the Company's 1996 Nonemployee Directors' Stock Incentive Plan (the
"Plan"), and such additional securities as may be required by the
adjustment provisions as contained in the Plan.
I have made such legal and factual examinations and
inquiries as I have deemed advisable for the purpose of rendering this
opinion. I am familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and proposed
issuance and sale of Options and shares of Common Stock pursuant to
the Plan. Based upon the foregoing, it is my opinion that the shares
of Common Stock and the Options issuable under the Plan, when issued,
delivered and paid for in conformity with the provisions of the Plan
and in the manner described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the use of my name in the
Registration Statement.
Very truly yours,
/s/ Tim S. Glassett
Tim S. Glassett
6013b.doc
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
H. F. Ahmanson & Company:
We consent to incorporation by reference in the Registration Statement
on Form S-8 for the 1996 Nonemployee Directors' Stock Incentive Plan
of H. F. Ahmanson & Company of our report dated January 23, 1996,
relating to the consolidated statements of financial condition of
H. F. Ahmanson & Company as of December 31, 1995 and 1994 and the
related consolidated statements of operations, stockholders' equity
and cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the December 31, 1995
Annual Report on Form 10-K of H. F. Ahmanson & Company.
Our report on the consolidated financial statements of the Company
dated January 23, 1996, contains an explanatory paragraph which
states, that as discussed in Note 1 to the consolidated financial
statments, the Company changed its methods of accounting for goodwill
in 1995.
KPMG Peat Marwick LLP
Los Angeles, California
July 10, 1996
H. F. AHMANSON & COMPANY
------------------------
STOCK OPTION AGREEMENT
(Non-Qualified)
-------------
THIS STOCK OPTION AGREEMENT (this "Agreement") is
entered into this _____ day of _______________ by and between
H. F. AHMANSON & COMPANY, a Delaware corporation (the "Company"),
and _______________ (the "Grantee").
WHEREAS, the Company has adopted the H. F. Ahmanson &
Company 1996 Non-Employee Directors' Stock Incentive Plan (the
"Plan"), which provides for the granting to Nonemployee Directors
(as defined in the Plan) of the Company of non-qualified stock
options to purchase shares of the Company's Common Stock, $.01
par value per share ("Common Stock"), from the Company in order
to encourage stock ownership by such persons; and
WHEREAS, the Grantee is one of such directors; and
WHEREAS, pursuant to the Plan the Administrator (as
defined in the Plan) has approved the execution of this Agreement
to evidence the grant to the Grantee of the right and option to
purchase shares of Common Stock upon the terms and conditions
hereinafter set forth; and
WHEREAS, the option evidenced by this Agreement is not
intended to qualify as an "incentive stock option" within the
meaning of Section 422A(b) of the Internal Revenue Code of 1986,
as amended;
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants hereinafter set forth, and other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Option Grant. The Company hereby grants to the
------------
Grantee the right and option to purchase, on the terms and
conditions hereinafter set forth, all or any part of an aggregate
of _____ shares of the Common Stock at the purchase price of
$_____ per share, exercisable from time to time in accordance
with the provisions of this Agreement and the Plan. Except as
otherwise permitted by the Plan, this option shall not be
exercised prior to the first anniversary of the date hereof.
Notwithstanding anything to the contrary herein, this option
shall not be exercised after ten years and one month from its
Date of Grant as determined pursuant to the Plan. If the
Grantee's services as a member of the Board of Directors of the
Company terminate by reason of death, disability or normal board
retirement, this option 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 this option for three years after the date of
<PAGE>
such termination or until the expiration of the stated term of
this option, whichever period is shorter, and thereafter this
option shall terminate; provided, however, that if the Grantee
dies or suffers a disability during such three year period after
normal board retirement this 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 this
option, whichever period is shorter, and thereafter this option
shall terminate. If the Grantee's services as a member of the
Board of Directors of the Company terminate for any other reason,
any portion of this option which is not then exercisable shall
terminate and any portion of this 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
this option, whichever period is shorter, and thereafter this
option shall terminate; provided, however, that if the Grantee
dies or suffers a disability during such three month period, this
option may be exercised for a period of one year after the date
of the Grantee's death or disability or until the expiration of
the stated term of this option, whichever period is shorter, in
accordance with its terms, but only to the extent exercisable on
the date of the Grantee's death or disability.
2. Definitions. For purposes of this Agreement,
-----------
(a) "normal board retirement" means, in conjunction with
termination of Grantee'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 Grantee's
services as a member of the Board shall be deemed to be for
reasons other than Normal Board Retirement) and (b) "disability"
means any medically determinable physical or mental impairment of
the Grantee, 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 the Grantee is unable to
engage in any substantial gainful activity. All determinations
as to the Grantee's disabled status, 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.
3. Exercisability. Except as provided in Paragraph 1
--------------
above or in the Plan, the Grantee may not, until the end of the
second year after the Date of Grant of this option, purchase by
exercise of this option an aggregate of more than 50% of the
total number of shares subject to this option. At any time on or
after the second anniversary of the Date of grant of this option
until this option expires or terminates, the Grantee may purchase
all or any part of the shares that he theretofore failed to
purchase hereunder.
2
<PAGE>
4. Manner of Exercise. In order to exercise this
------------------
option, the person or persons entitled to exercise it shall give
written notice to the Company specifying the number of shares to
be purchased (which shall not be less than 50, unless it is the
remaining number of shares then purchasable) and accompanied by
payment for the shares being purchased in the form of cash or a
certified or bank cashier's check or shares of Common Stock which
such person owns and which have a fair market value equal to the
amount that such person would otherwise pay in cash or by check,
or in a combination of cash or a certified or bank cashier's
check and such shares. Such fair market value shall be
determined in such appropriate manner as may be provided for by
the Administrator or as may be required in order to comply with
or to conform to the requirements of any applicable or relevant
laws or regulations. Such notice shall also be accompanied by
(a) payment, in the form of cash or a certified or bank cashier's
check, in an amount necessary to satisfy any taxes or other
amounts required by any governmental authority to be withheld and
paid over to such authority for the account of the person
exercising this option, unless such person has made other
arrangements satisfactory to the Administrator for the payment of
such amounts through withholding or otherwise, and (b) if
requested by the Administrator, written representations, in a
form satisfactory to the Administrator, to the effect that the
shares being purchased will not be sold other than pursuant to an
effective registration statement under the Securities Act of 1933
or an applicable exemption from the registration requirements of
such Act.
5. Limited transferability. This option shall not be
-----------------------
transferable other than by will or by the laws of descent and
distribution, and during the lifetime of the Grantee it shall be
exercisable only by the Grantee, except that the Grantee may
during his lifetime designate in writing a beneficiary to receive
and exercise this option in the event of his death. Following
the death of the Grantee, this option shall be exercisable, in
accordance with Paragraph 1 hereof, by such designated
beneficiary, or if no such beneficiary has been designated, by
the Grantee'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, this
option, or any right 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 this option with respect to
the shares involved in such attempt.
6. Adjustment. The number and kind of shares or
----------
other securities that are subject to this option and the price
for each share or other unit of any other securities subject to
3
<PAGE>
this option shall be subject to adjustments as provided in the
Plan.
7. Stockholder Rights. The person or persons
------------------
entitled to exercise, or who have exercised, this option shall
not be entitled to any rights as a stockholder of the Company
with respect to any shares subject to this option until he shall
have become the holder of record of such shares.
8. Violation of Law. Notwithstanding any other
----------------
provision of this Agreement, the Company shall not be required to
issue any shares hereunder if such issuance would, in the
judgment of the Company, constitute a violation of any State or
federal law, or the rules or regulations of any governmental
regulatory body.
9. Notices. Any notices or other communications
-------
required or permitted hereunder shall be in writing, and shall be
sufficient in all respects only if delivered in person or sent
via certified mail, postage prepaid, return receipt requested,
addressed as follows: (a) if to the Grantee, to the address set
forth after the Grantee's signature below; and (b) if to the
Company, to H. F. Ahmanson & Company, 4900 Rivergrade Road,
Irwindale, California 91706, Attention: Director of Corporate
Human Resources or such other address as shall be furnished in
writing by either party. Any such notice or communication shall
be deemed to have been delivered only when actually received by
the addressee.
10. Governing Law. The interpretation, performance
-------------
and enforcement of this Agreement shall be governed by the laws
of the State of Delaware.
11. Entire Agreement. This Agreement together with
----------------
the Plan contains the entire Agreement and understanding between
the parties as to the subject matter hereof.
12. Headings. Introductory headings at the beginning
--------
of each numbered paragraph hereof are solely for the convenience
of the parties and shall not be deemed to be a limitation upon or
descriptive of the contents of any such paragraph.
13. Invalid Provisions. If any portion of this
------------------
Agreement shall be adjudged by a court of competent jurisdiction
to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the other provisions hereof,
and this Agreement shall be deemed to be modified to the least
extent possible to make it valid and enforceable in its entirety.
14. Amendment. No amendment or modification hereof
---------
shall be valid unless it shall be in writing and signed by both
parties hereto.
4
<PAGE>
15. Gender and Number. As used herein, the masculine,
-----------------
feminine or neuter gender and the singular or plural number or
tense shall be deemed to include the other whenever the context
so indicates.
16. Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall be deemed to be an original,
and taken together shall constitute one and the same document.
17. Definition of Grantee. As used herein, the word
---------------------
"Grantee" shall mean the person named as such on page 1 and,
except where the context clearly indicates otherwise, includes
any other person legally entitled to exercise this Option or any
portion thereof.
IN WITNESS WHEREOF, the parties hereto have executed
this Stock Option Agreement as of the date first above written.
COMPANY: H. F. AHMANSON & COMPANY
By: _____________________________
GRANTEE: _________________________________
Address:
5
