UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CENFED Financial Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
15131U103
(CUSIP Number)
John E. Haynes
Golden State Bancorp Inc.
414 North Central Avenue
Glendale, California 91203
(818) 500-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 17, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d--
1(b)(3) or (4), check the following box: [__]<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golden State Bancorp Inc.
I.R.S. Identification No. 95-4642135
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [__]
(b) [__]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
1,140,784 shares (1) (See Item 5)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,140,784 shares (1) (See Item 5)
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PER-
SON
1,140,784 shares (1) (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (2)
14. TYPE OF REPORTING PERSON
HC, CO
(1) The reporting person disclaims beneficial ownership
of all such shares pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended. Beneficial ownership of
1,140,784 of such shares is being reported hereunder solely as
a result of the option (the "Option") granted pursuant to the
Stock Option Agreement described in Item 4 hereof. Golden
State Bancorp Inc. ("Golden State") expressly disclaims any
beneficial ownership of such shares of CENFED Common Stock
which are obtainable by Golden State upon exercise of the Op-
tion because the Option is exercisable only in the circum-
stances set forth in Item 4, none of which has occurred as of
the date hereof.
(2) Gives effect to the issuance of CENFED Common Stock sub-
ject to the Option.
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Item 1. Security and Issuer
This statement relates to shares of common stock, par
value $0.01 per share (the "CENFED Common Stock"), of CENFED
Financial Corporation ("CENFED"). The address of CENFED's
principal executive offices is 199 North Lake Avenue, Pasadena,
California 91101, telephone (818) 585-2400.
Item 2. Identity and Background
(a) - (c) and (f). This Schedule 13D is being filed by
Golden State Bancorp Inc. ("Golden State"), a corporation orga-
nized and existing under the laws of the State of Delaware and
the holding company for Glendale Federal Bank, Federal Savings
Bank ("Glendale Federal"). Golden State is engaged, princi-
pally through Glendale Federal, in the business of attracting
deposits from the general public and using such deposits, to-
gether with the proceeds of borrowings and its stockholder's
equity, to originate and purchase loans, including residential
real estate loans as well as business and consumer banking
loans and other products. Golden State's principal offices are
located at 414 North Central Avenue, Glendale, California
91203, telephone (818) 500-2000.
Each executive officer and each director of Golden State
is a citizen of the United States. The name, business address,
and present principal occupation of each executive officer and
director is set forth in Annex A to this Schedule 13D and spe-
cifically incorporated herein by reference.
Other than executive officers and directors, there are no
persons or corporations controlling or ultimately in control of
Golden State.
(d) - (e). During the last five years, neither Golden
State nor, to the best knowledge of Golden State, any executive
officer or director of Golden State, has been (i) convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding of a judi-
cial or administrative body of competent jurisdiction and as a
result of such proceeding has been or is subject to a judgment,
decree or final order enjoining future violations of, or pro-
hibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Stock Option Agreement described in Item 4
(the "Stock Option Agreement"), CENFED has granted to Golden
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State an option (the "Option") to purchase up to 1,140,784
shares of CENFED Common Stock at a price of $34.00 per share,
exercisable only upon the occurrence of certain events. The
exercise of the Option to purchase the full number of shares of
CENFED Common Stock currently covered thereby would require ag-
gregate funds of $38,786,656. If Golden State were to purchase
shares of CENFED Common Stock pursuant to the Stock Option
Agreement, Golden State currently anticipates that such funds
would be provided from Golden State's working capital, divi-
dends from Golden State subsidiaries and by borrowings from
other sources yet to be determined.
Item 4. Purpose of Transaction
On August 17, 1997, CENFED and Golden State entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pur-
suant to which CENFED will be merged with and into a wholly-
owned subsidiary of Golden State (the "Merger"). At or
promptly following consummation of the Merger, CenFed Bank, A
Federal Savings Bank and a wholly-owned subsidiary of CENFED
("CenFed Bank"), will be merged with Glendale Federal.
As a result of the Merger, each outstanding share of CEN-
FED Common Stock (excluding treasury and certain other shares)
will be converted into 1.2 shares of common stock, par value
$1.00 per share, of Golden State ("Golden State Common Stock").
Consummation of the Merger would result in the CENFED Common
Stock ceasing to be authorized to be quoted on the Nasdaq Stock
Market, Inc.'s National Market System ("NASDAQ") and the termi-
nation of registration of such securities pursuant to the Act.
The Merger will be a tax-free reorganization and will be
accounted for as a pooling of interests. The Merger is subject
to a number of conditions set forth in the Merger Agreement.
The Merger Agreement is included as Exhibit 2.1 to Golden
State's Current Report on Form 8-K dated August 17, 1997 (the
"Golden State 8-K") and is hereby incorporated herein by refer-
ence.
As a condition and inducement to Golden State's entering
into the Merger Agreement, Golden State entered into the Stock
Option Agreement with CENFED. Pursuant to the Stock Option
Agreement, CENFED has granted to Golden State an option to pur-
chase up to 1,140,784 shares (the "Option Shares") of CENFED
Common Stock at a price of $34.00 per share, exercisable only
upon the occurrence of certain events. Under the Stock Option
Agreement, the number of Option Shares that Golden State may
purchase is limited in all events to the number that would re-
sult in Golden State realizing a value of not more than $11
million upon exercise of the option, based upon the difference
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between the aggregate value of the Option Shares and the ag-
gregate exercise price in respect thereof. Under certain cir-
cumstances set forth in the Stock Option Agreement, Golden
State, as grantee of the Option, may surrender the Option, as
well as any Option Shares previously purchased pursuant thereto
of which Golden State then has beneficial ownership, to CENFED
in exchange for a payment determined as specified therein,
which payment shall not exceed $11 million in the aggregate.
The Stock Option Agreement is included as Exhibit 99.1 to the
Golden State 8-K and is hereby incorporated herein by refer-
ence.
Pursuant to the Merger Agreement, upon consummation of the
Merger, Golden State will cause D. Tad Lowery, President and
Chief Executive Officer of CENFED, to be elected to the Board
of Directors of Golden State.
Pursuant to the Merger Agreement, CENFED has agreed, dur-
ing the period prior to the Effective Time, that neither it nor
its subsidiaries shall pay dividends, except for quarterly cash
dividends on CENFED Common Stock not in excess of the rate of
the most recently declared quarterly cash dividend of CENFED
prior to the date of the Merger Agreement.
Except as set forth in this Item 4, Golden State has no
plans or proposals which relate to or would result in any of
the matters set forth in clauses (a) through (j) of Item 4 of
Schedule 13D.
The preceding summary of certain provisions of the Merger
Agreement and the Stock Option Agreement, copies of which are
filed as exhibits hereto, is not intended to be complete and is
qualified in its entirety by reference to the full text of such
agreements.
Item 5. Interest in Securities of the Issuer
(a) and (b). Pursuant to the Stock Option Agreement,
Golden State has the right, exercisable only in certain circum-
stances, none of which have occurred as of the date hereof, to
acquire up to 1,140,784 shares of CENFED Common Stock, which
represents beneficial ownership of approximately 19.9% of the
shares of CENFED Common Stock currently outstanding. If Golden
State were to acquire such shares, it would have sole voting
and, subject to certain restrictions set forth in the Stock
Option Agreement, investment power with respect thereto. Be-
cause of the limited circumstances in which the option granted
under the Stock Option Agreement is exercisable, Golden State
disclaims beneficial ownership of such shares of CENFED Common
Stock subject to the Stock Option Agreement.
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The Option Shares represent approximately 16.6% of the
outstanding shares of CENFED Common Stock giving effect to the
full exercise of the Option. CENFED disclaims beneficial own-
ership of all of the Option Shares.
Mr. Orin S. Kramer, a director of Golden State, may be
deemed to beneficially own 5,203 shares of CENFED Common Stock
that are held by an investment limited partnership for its own
account of which Mr. Kramer is the co-general partner. Such
shares of Common Stock represent less than 0.1% of the out-
standing shares of CENFED Common Stock. Mr. Kramer, together
with the co-general partner of such limited partnership, has
sole voting power and investment power over all such shares of
CENFED Common Stock. Mr. Kramer disclaims beneficial ownership
of all such shares of CENFED Common Stock except to the extent
of his pecuniary interest therein by virtue of his partnership
interest, and Golden State disclaims beneficial ownership of
all such shares of CENFED Common Stock.
Except for the foregoing, to the best of its knowledge, no
executive officer or director of Golden State beneficially owns
any shares of CENFED Common Stock.
(c) There have been no transactions in shares of CENFED
Common Stock by Golden State, or, to the best knowledge of
Golden State, any of Golden State's executive officers and di-
rectors during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer
A copy of the Stock Option Agreement is included as
Exhibit 99.1 to the Golden State 8-K, and is hereby incorpo-
rated herein by reference. The rights and obligations of CEN-
FED and Golden State under the Stock Option Agreement are sub-
ject to all required regulatory approvals.
A copy of the Merger Agreement is included as Exhibit
2.1 to the Golden State 8-K and is hereby incorporated herein
by reference.
Except as set forth in Items 3, 4, 5 and 6 neither
Golden State nor, to the best knowledge of Golden State, any of
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its directors or executive officers, has any contracts, ar-
rangements, understandings or relationships (legal or other-
wise) with any other person with respect to any securities of
CENFED.
Item 7. Materials to be Filed as Exhibits
2.1 Agreement and Plan of Merger, dated as of August 17,
1997, by and between Golden State Bancorp Inc. and
CENFED Financial Corporation (incorporated by refer-
ence to Exhibit 2.1 of the Golden State 8-K).
99.1 Stock Option Agreement, dated as of August 17, 1997,
by and between CENFED Financial Corporation, as is-
suer, and Golden State Bancorp Inc., as grantee (in-
corporated by reference to Exhibit 99.1 of the
Golden State 8-K).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
August 25, 1997
GOLDEN STATE BANCORP INC.
/s/ John E. Haynes
Name: John E. Haynes
Title: Chief Financial Officer
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ANNEX A
Identity and Background
The following table sets forth the names, addresses and
principal occupations of the executive officers and directors
of Golden State. Except as set forth below, the principal
business address of each such director and executive officer
is the address of Golden State, 414 North Central Avenue,
Glendale, California 91203. Each of such directors and ex-
ecutive officers is a citizen of the United States.
DIRECTORS
Present Principal
Name and Business Address Occupation or Employment
Diane C. Creel Chief Executive Officer and President
100 West Broadway The Earth Technology Corporation
Suite 5000
Long Beach, CA 90802-4443
Richard H. Daniel Retired
One Mellon Bank Center
Suite 4840
Pittsburgh, PA 15258
Brian P. Dempsey Vice Chairman, Continental Savings
2000 Two Union Square Bank
601 Union Street
Seattle, WA 98101-2326
Richard A. Fink Vice Chairman of Golden State Bancorp
Inc.; Senior Executive Vice President
and Chief Credit Officer, Glendale
Federal Bank, Federal Savings Bank.
John F. King President and Chief Executive officer
566 S. San Pedro Street Weingart Center Association
Los Angeles, CA 90013
John F. Kooken Retired
1170 Lorain Road
San Marino, CA 91108
Orin S. Kramer General Partner,
2050 Center Avenue Boston Provident Partners, L.P.
Suite 300
Fort Lee, NJ 07024
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Paul J. Orfalea Chairman, Kinko's, Inc.
225 W. Stanley Avenue
Ventura, CA 93001
Stephen J. Trafton Chairman of the Board, Chief Execu-
tive Officer and President of Golden
State Bancorp Inc. and Glendale Fed-
eral Bank, Federal Savings Bank
Gilbert R. Vasquez Managing Partner,
510 West Sixth Street Vasquez, Farakhi & Company
Suite 400
Los Angeles, CA 90014
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EXECUTIVE OFFICERS
Name and Business Address Present Principal Occupation or Employment
James R. Eller Secretary
Richard A. Fink Vice Chairman
John E. Haynes Chief Financial Officer
Stephen J. Trafton Chairman of the Board, Chief Executive
Officer and President
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Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as
of August 17, 1997, by and between
Golden State Bancorp Inc. and CENFED
Financial Corporation (incorporated by
reference to Exhibit 2.1 of the Golden
State 8-K).
99.1 Stock Option Agreement, dated as of
August 17, 1997, by and between CENFED
Financial Corporation, Inc., as issuer,
and Golden State Bancorp Inc., as
grantee (incorporated by reference to
Exhibit 99.1 of the Golden State 8-K).
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