<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
H. F. AHMANSON & COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 6035 95-0479700
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.)
</TABLE>
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(626) 960-6311
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MADELEINE A. KLEINER
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
H. F. AHMANSON & COMPANY
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(626) 960-6311
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
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<S> <C> <C>
ALISON S. RESSLER VICTOR I. LEWKOW
SULLIVAN & CROMWELL CLEARY, GOTTLIEB, STEEN &
HAMILTON
444 SOUTH FLOWER STREET AND ONE LIBERTY PLAZA
LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10006
(213) 955-8000 (212) 225-2000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
======================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Common stock (including
associated stock purchase
rights)..................... 399,920 shares N/A N/A $8,337(2)
======================================================================================================
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(1) The number of shares of Common Stock, par value $.01 per share ("Ahmanson
Common Stock"), of H. F. Ahmanson & Company ("Ahmanson") to be registered
pursuant to this Registration Statement, filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and General Instruction K to Form
S-4, is based upon the number of shares of Common Stock, par value $.01 per
share ("Coast Common Stock"), of Coast Savings Financial, Inc. presently
outstanding or reserved for issuance under various plans or otherwise
expected to be issued upon the consummation of the proposed transaction to
which this Registration Statement relates (20,283,360), multiplied by the
exchange ratio of 0.8082 shares of Ahmanson Common Stock for each share of
Coast Common Stock (20,283,360 X 0.8082 = 16,393,012), less the number of
shares (15,993,092) registered pursuant to Ahmanson's registration statement
on Form S-4 (Commission File No. 333-41645).
(2) Pursuant to Rules 457(f) and 457(c) under the Securities Act of 1933, as
amended, the registration fee is based on the average of the high and low
sales prices of Coast Common Stock, as reported by the New York Stock
Exchange on January 9, 1998 ($57.109375), and computed based on the number
of shares (494,828) that may be exchanged for the Ahmanson Common Stock
being registered.
================================================================================
<PAGE> 2
This Registration Statement on Form S-4 filed by H. F. Ahmanson & Company,
a Delaware corporation (the "Registrant"), is filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and General Instruction K to Form
S-4. The contents of the Registrant's registration statement on Form S-4
(Commission File No. 333-41645) are hereby incorporated by reference herein.
<PAGE> 3
PART II
1. REQUIRED CONSENTS AND OPINIONS (AND POWERS OF ATTORNEY)
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- ---------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Sullivan & Cromwell (incorporated by reference to exhibit 5.1 to the
Registrant's registration statement on Form S-4 (Commission File No. 333-41645)
(the "Earlier Registration Statement")).
8.1 Tax opinion of Sullivan & Cromwell (incorporated by reference to exhibit 8.1 to
the Earlier Registration Statement).
8.2 Tax opinion of Cleary, Gottlieb, Steen & Hamilton (incorporated by reference to
exhibit 8.2 to the Earlier Registration Statement).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Sullivan & Cromwell (incorporated by reference to exhibit 23.3 to the
Earlier Registration Statement).
23.4 Consent of Sullivan & Cromwell (incorporated by reference to exhibit 23.4 to the
Earlier Registration Statement).
23.5 Consent of Cleary, Gottlieb, Steen & Hamilton (incorporated by reference to
exhibit 23.5 to the Earlier Registration Statement).
23.6 Consent of Goldman, Sachs & Co.
24.1 Powers of Attorney.
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II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 January 12, 1998.
H. F. AHMANSON & COMPANY
By: /s/ TIM S. GLASSETT
------------------------------------
Name: Tim S. Glassett
Title: First Vice President and
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ------------------
<C> <S> <C>
/s/ CHARLES R. RINEHART* Chairman of the Board and January 12, 1998
- --------------------------------------------- Chief Executive Officer
Charles R. Rinehart (Principal Executive Officer)
/s/ KEVIN M. TWOMEY* Senior Executive Vice January 12, 1998
- --------------------------------------------- President and Chief Financial
Kevin M. Twomey Officer (Principal Financial
Officer)
/s/ GEORGE MIRANDA* First Vice President and January 12, 1998
- --------------------------------------------- Principal Accounting Officer
George Miranda
/s/ BYRON ALLUMBAUGH* Director January 12, 1998
- ---------------------------------------------
Byron Allumbaugh
/s/ HAROLD A. BLACK* Director January 12, 1998
- ---------------------------------------------
Harold A. Black
/s/ RICHARD M. BRESSLER* Director January 12, 1998
- ---------------------------------------------
Richard M. Bressler
Director
- ---------------------------------------------
John E. Bryson
/s/ DAVID R. CARPENTER* Director January 12, 1998
- ---------------------------------------------
David R. Carpenter
/s/ PHILLIP D. MATTHEWS* Director January 12, 1998
- ---------------------------------------------
Phillip D. Matthews
/s/ RICHARD L. NOLAN* Director January 12, 1998
- ---------------------------------------------
Richard L. Nolan
/s/ DELIA M. REYES* Director January 12, 1998
- ---------------------------------------------
Delia M. Reyes
/s/ FRANK M. SANCHEZ* Director January 12, 1998
- ---------------------------------------------
Frank M. Sanchez
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II-2
<PAGE> 5
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<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ------------------
<C> <S> <C>
/s/ ELIZABETH A. SANDERS* Director January 12, 1998
- ---------------------------------------------
Elizabeth A. Sanders
/s/ ARTHUR W. SCHMUTZ* Director January 12, 1998
- ---------------------------------------------
Arthur W. Schmutz
/s/ WILLIAM D. SCHULTE* Director January 12, 1998
- ---------------------------------------------
William D. Schulte
/s/ BRUCE G. WILLISON* Director January 12, 1998
- ---------------------------------------------
Bruce G. Willison
*By: /s/ TIM S. GLASSETT
- ---------------------------------------------
Tim S. Glassett
Attorney-in-fact
</TABLE>
II-3
<PAGE> 6
INDEX OF REQUIRED CONSENTS AND OPINIONS
(AND POWERS OF ATTORNEY)
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ----------------------------------------------------------------------
<C> <S> <C>
5.1 Opinion of Sullivan & Cromwell (incorporated by reference to exhibit
5.1 to the Registrant's registration statement on Form S-4 (Commission
File No. 333-41645) (the "Earlier Registration Statement")).
8.1 Tax opinion of Sullivan & Cromwell (incorporated by reference to
exhibit 8.1 to the Earlier Registration Statement).
8.2 Tax opinion of Cleary, Gottlieb, Steen & Hamilton (incorporated by
reference to exhibit 8.2 to the Earlier Registration Statement).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Sullivan & Cromwell (incorporated by reference to exhibit
23.3 to the Earlier Registration Statement).
23.4 Consent of Sullivan & Cromwell (incorporated by reference to exhibit
23.4 to the Earlier Registration Statement).
23.5 Consent of Cleary, Gottlieb, Steen & Hamilton (incorporated by
reference to exhibit 23.5 to the Earlier Registration Statement).
23.6 Consent of Goldman, Sachs & Co.
24.1 Powers of Attorney.
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
H.F. Ahmanson & Company
We consent to incorporation by reference in the Form S-4 Registration
Statement of H.F. Ahmanson & Company, of our report dated January 15, 1997,
except as to note 18 of notes to the consolidated financial statements, which is
as of March 17, 1997, relating to the consolidated statements of financial
condition as of December 31, 1996 and 1995, 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, 1996, which report appears in
the December 31, 1996 report on Form 10-K of H.F. Ahmanson & Company, and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report dated January 15, 1997, except as to note 18 of notes to the
consolidated financial statements, which is as of March 17, 1997, contains an
explanatory paragraph that states that as discussed in Note 1 of the notes to
the consolidated financial statements, the Company changed its method of
accounting for goodwill in 1995.
/s/ KPMG PEAT MARWICK LLP
Los Angeles, California
January 12, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Coast Savings Financial Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-4 of H.F. Ahmanson & Company of our report dated January 23, 1997, with
respect to the consolidated statement of financial condition of Coast Savings
Financial, Inc. as of December 31, 1996 and 1995, 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, 1996, which report appears in
the December 31, 1996 annual report on Form 10-K of Coast Savings Financial
Inc., and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG PEAT MARWICK LLP
Los Angeles, California
January 12, 1998
<PAGE> 1
EXHIBIT 23.6
PERSONAL AND CONFIDENTIAL
Board of Directors
Coast Savings Financial, Inc.
1000 Wilshire Boulevard
Los Angeles, California 90017-2457
Re: Registration Statement (File No. 333- ) on Form S-4 and Proxy
Statement/Prospectus of H. F. Ahmanson & Company and Coast Savings
Financial, Inc.
Ladies and Gentlemen:
You have requested our opinion as to the fairness from a financial point of
view to the holders of the outstanding shares of Common Stock, par value $.01
per share (the "Shares"), of Coast Savings Financial, Inc. (the "Company") of
the Consideration (as defined therein) to be received for Shares pursuant to the
merger contemplated by the Amended and Restated Agreement and Plan of Merger,
dated as of October 5, 1997, by and between H. F. Ahmanson & Company and the
Company.
The foregoing opinion letter is for the information and assistance of the
Board of Directors of the Company in connection with their consideration of the
transaction contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our written
prior consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement and Proxy
Statement/Prospectus.
In that regard, we hereby consent to the reference to the opinion of our
Firm under the captions "SUMMARY -- The Merger -- Opinion of Coast's Financial
Advisor" and "THE MERGER -- Background of the Merger, Reasons of Coast for the
Merger and Opinion of Coast's Financial Advisor" and to the inclusion of the
foregoing opinion as Appendix D in the Proxy Statement/Prospectus included in
the above-mentioned Registration Statement, as amended. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles R. Rinehart, Bruce G. Willison, Kevin M.
Twomey, Madeleine A. Kleiner and Tim S. Glassett, and each of them, as true and
lawful attorneys-in-fact and agents 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 the Registration Statement on Form S-4 of H. F.
Ahmanson & Company pertaining to the Company's proposed merger of the Company
with Coast Savings Financial Inc. and to which this Power of Attorney is an
Exhibit and any or all amendments (including post-effective amendments) to the
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, 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 any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
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<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ BYRON ALLUMBAUGH Director November 7, 1997
- ------------------------------
Byron Allumbaugh
/s/ HAROLD A. BLACK Director November 7, 1997
- ------------------------------
Harold A. Black
/s/ RICHARD M. BRESSLER Director November 7, 1997
- ------------------------------
Richard M. Bressler
/s/ JOHN E. BRYSON Director November 7, 1997
- ------------------------------
John E. Bryson
/s/ DAVID R. CARPENTER Director November 7, 1997
- ------------------------------
David R. Carpenter
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
/s/ PHILLIP D. MATTHEWS Director November 7 , 1997
- ------------------------
Phillip D. Matthews
/s/ RICHARD L. NOLAN Director November 7, 1997
- ---------------------
Richard L. Nolan
/s/ DELIA M. REYES Director November 7, 1997
- -------------------
Delia M. Reyes
/s/ CHARLES R. RINEHART Chairman of the Board and November 7, 1997
- ------------------------ Chief Executive Officer
Charles R. Rinehart
/s/ FRANK M. SANCHEZ Director November 7, 1997
- ---------------------
Frank M. Sanchez
/s/ ELIZABETH SANDERS Director November 7, 1997
- ----------------------
Elizabeth Sanders
/s/ ARTHUR W. SCHMUTZ Director November 7, 1997
- ----------------------
Arthur W. Schmutz
/s/ WILLIAM D. SCHULTE Director November 7, 1997
- -----------------------
William D. Schulte
/s/ KEVIN M. TWOMEY Vice Chairman of the Board November 7, 1997
- -------------------- and Chief Financial Officer
Kevin M. Twomey
/s/ BRUCE G. WILLISON Director November 7, 1997
- ----------------------
Bruce G. Willison
/s/ GEORGE MIRANDA Principal Accounting Officer November 7, 1997
- -------------------
George Miranda
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