CAL FED BANCORP INC
8-K, 1996-06-10
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)        June 6, 1996
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                              CAL FED BANCORP INC.
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             (Exact name of registrant as specified in its charter)

       DELAWARE                       1-14098               95-4539347
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(State or other jurisdiction        (Commission File       (IRS Employer
     of incorporation)                   Number)         Identification No.)

5700 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA                    90036
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   (Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code              (213) 932-4200
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                                      N/A
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         (Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS

California Federal Bank, F.S.B. (the "Bank"), the wholly-owned subsidiary of Cal
Fed Bancorp Inc., announced that 18,820 shares of its 7-3/4 percent
Noncumulative Convertible Preferred Stock, Series A, were delivered for and
converted into 23,336 shares of Cal Fed Bancorp Inc. common stock.

The remaining 3,721,180 outstanding shares of Series A preferred stock will be
redeemed by the Bank on June 14, 1996, at a redemption price of $25.00 per
share, plus a dividend of $0.398264 per share for the period of April 1, 1996,
to the June 14, 1996, redemption date.


ITEM 7. EXHIBITS

Exhibit 99       California Federal Bank, F.S.B. press release dated June 6,
                 1996
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                                   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 thereunto duly authorized.


                                              REGISTRANT:
                                              CAL FED BANCORP INC.



DATE:    JUNE 7, 1996                         /s/ GARY W. BRUMMETT
                                              --------------------
                                              EXECUTIVE VICE PRESIDENT
                                              CONTROLLER
                                              CO-PRINCIPAL FINANCIAL OFFICER
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                                 EXHIBIT INDEX
                                        


99     California Federal Bank, F.S.B. press release dated June 6, 1996

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                                                                   Exhibit 99

                    [CALIFORNIA FEDERAL BANK LETTERHEAD]           NEWS RELEASE

Contact:    JAMES F. HURLEY  (213) 930-9750
            FRANK W. MOORE   (213) 932-4203

                  CALIFORNIA FEDERAL BANK ANNOUNCES RESULTS OF
                      SERIES A PREFERRED STOCK CONVERSION


LOS ANGELES, Calif., June 6, 1996 -- California Federal Bank, FSB, the
wholly-owned subsidiary of Cal Fed Bancorp Inc. (NYSE:CAL), today said that
18,820 shares of its 7-3/4 percent Noncumulative Convertible Preferred Stock,
Series A, (NYSE:CALPR) were delivered for and converted into 23,336 shares of
Cal Fed Bancorp Inc. common stock.

         As previously announced, all of the remaining 3,721,180 outstanding
shares of the Series A preferred stock will be redeemed by the Bank on June 14,
1996, at a redemption price of $25.00 per share plus a dividend of $0.398264
per share for the period of April 1, 1996, to the June 14, 1996, redemption
date.

         The right to convert the Series A preferred stock into Cal Fed
Bancorp Inc. common stock, rather than receive the combined cash redemption and
dividend, expired Tuesday, June 4, 1996.  Each share of the Series A preferred
stock was convertible into 1.24 shares of Cal Fed Bancorp Inc.

                                     -more-
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Page 2

common stock, which was equivalent to a conversion price of $20.16 per common
share.

         California Federal Bank, FSB, is the wholly-owned subsidiary of Cal
Fed Bancorp Inc. and is one of the nation's largest publicly-traded savings
institutions.  The Bank provides retail and business banking services through
125 savings and lending offices in California and Nevada.


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