SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 4, 1998
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Date of Report (Date Of Earliest Event Reported)
FIRST NATIONWIDE HOLDINGS INC.
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(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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(State Or Other Jurisdiction Of Incorporation)
33-82654 13-3778552
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(Commission File Number) (IRS Employer Identification No.)
35 East 62nd Street
New York, New York 10021
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(Address Of Principal Executive Offices) (Zip Code)
(212) 572-8600
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K/A-1 amends the Registrant's
Current Report on Form 8-K, dated as of February 4, 1998 and filed with the
Securities and Exchange Commission on February 17, 1998, through the
inclusion herein of revised analyst presentation materials, which are
attached as Exhibit 99.4 to this Current Report on Form 8-K/A-1 and are
incorporated by reference herein.
This Current Report on Form 8-K/A-1 and the exhibits hereto
contain forward looking statements with respect to management beliefs,
estimates, projections, assumptions and the financial condition, results of
operations and business of First Nationwide (Parent) Holdings Inc. and
Golden State Bancorp Inc. (and their respective subsidiaries) and, assuming
the consummation of the Mergers, a combined Golden State Bancorp Inc./First
Nationwide (Parent) Holdings Inc., including statements relating to the
cost savings and accretion to cash earnings that are expected to be
realized from the Mergers, the pro forma assets and deposits of the
combined company and the restructuring charges expected to be incurred in
connection with the Mergers. These forward looking statements involve
certain risks and uncertainties. Factors that may cause results to differ
materially from those contemplated by such forward looking statements
include, among others, the following possibilities: (1) expected cost
savings from the Mergers cannot be fully realized or realized within the
expected time frame; (2) revenues following the Mergers are lower than
expected; (3) competitive pressure among depository institutions increases
significantly; (4) costs or difficulties related to the integration of the
businesses of First Nationwide (Parent) Holdings Inc. and Golden State
Bancorp Inc. and their respective subsidiaries are greater than expected;
(5) changes in the interest rate environment reduce interest margins; (6)
general economic conditions, either nationally or in the states in which
the combined company will be doing business, are less favorable than
expected; (7) legislation or regulatory changes adversely affect the
businesses in which the combined company would be engaged; or (8) the
respective goodwill lawsuits of Glendale Federal Bank and California
Federal Bank are not finally resolved in the time frames expected by the
parties, or a final resolution of either or both of such lawsuits does not
result in a net recovery or results in a net recovery that is less than
that anticipated by the parties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Reorganization, dated as of February 4,
1998, by and among First Nationwide (Parent) Holdings Inc., First
Nationwide Holdings Inc., First Gibraltar Holdings Inc., Hunter's
Glen/Ford, Ltd., Golden State Bancorp Inc. and Golden State
Financial Corporation*
99.1 Stock Option Agreement, dated as of February 4, 1998, by and
between Golden State Bancorp Inc. and First Nationwide (Parent)
Holdings Inc.*
99.2 Litigation Management Agreement, dated as of February 4, 1998, by
and among Golden State Bancorp Inc., Glendale Federal Bank,
Federal Savings Bank, California Federal Bank, A Federal Savings
Bank, Stephen J. Trafton and
Richard A. Fink*
99.3 Joint Press Release, dated February 5, 1998*
99.4 Analyst Presentation Materials**
* Included as an exhibit to the Registrant's Current Report on Form
8-K dated as of February 4, 1998 and filed February 17, 1998.
** Incorporated by reference to Amendment No. 1 to Golden State
Bancorp Inc.'s Current Report on Form 8-K, dated as of February
4, 1998 and filed on March 5, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
Dated: March 6, 1998
FIRST NATIONWIDE HOLDINGS INC.
By: /s/ Glenn P. Dickes
Name: Glenn P. Dickes
Title: Vice President
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization, dated as of
February 4, 1998, by and among First Nationwide
(Parent) Holdings Inc., First Nationwide Holdings Inc.,
First Gibraltar Holdings Inc., Hunter's Glen/Ford, Ltd.
Golden State Bancorp Inc. and Golden State Financial
Corporation*
99.1 Stock Option Agreement, dated as of February 4, 1998,
by and between Golden State Bancorp Inc. and First
Nationwide (Parent) Holdings Inc.*
99.2 Litigation Management Agreement, dated as of February
4, 1998, by and among Golden State Bancorp Inc.,
Glendale Federal Bank, Federal Savings Bank, California
Federal Bank, A Federal Savings Bank, Stephen J.
Trafton and Richard A. Fink*
99.3 Joint Press release, dated February 5, 1998*
99.4 Analyst Presentation Materials**
* Included as an exhibit to the Registrant's Current Report on Form
8-K dated as of February 4, 1998 and filed February 17, 1998.
** Incorporated by reference to Amendment No. 1 to Golden State
Bancorp Inc.'s Current Report on Form 8-K, dated as of February
4, 1998 and filed on March 5, 1998.
