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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAL FED BANCORP INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4539347
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
5700 Wilshire Blvd.
Los Angeles, California 90036
(Address of principal executive offices) (zip code)
[CAPTION]
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If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective class of debt securities and is to become
upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box. [_] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Share Purchase Rights New York Stock Exchange
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Pacific Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(TITLE OF CLASS)
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(TITLE OF CLASS)
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The Form 8-A registration statement dated February 21, 1996, filed by Cal
Fed Bancorp Inc. (the "Company") is hereby amended as follows.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company has entered into an Amended and Restated Agreement and Plan of
Merger dated as of July 27, 1996, (the "Merger Agreement") with First Nationwide
Holdings Inc. ("FNH") and California Federal Bank, A Federal Savings Bank, a
wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, among
other things, if shareholder approval is obtained and certain other conditions
are satisfied, a newly-formed subsidiary of FNH will merge with and into the
Company (the "Merger"), and each share of the Company's common stock, $1.00 par
value per share (the "Common Stock") outstanding immediately prior to the
Merger, other than Excluded Shares (as defined in the Merger Agreement) will be
converted into the right to receive (a) $23.50 in cash without interest and (b)
one-tenth of a Secondary Participation Interest (as defined in the Merger
Agreement), provided, however, that no fractional Secondary Participation
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Interests will be issued, and holders of Common Stock who would otherwise
receive fractional Secondary Participation Interests shall not be entitled
thereto and such holders shall receive their respective pro rata portion of the
cash proceeds (net of aggregate commissions and any other selling expenses)
obtained from batching such fractional Secondary Participation Interests
together with the fractional Secondary Participation Interests that would
otherwise be issued in connection with the Merger into the nearest aggregate
whole number of Secondary Participation Interests (collectively, the "Batched
Secondary Participation Interests") and effecting the sale of the Batched
Secondary Participation Interests on the open market at prevailing prices.
As an inducement to the willingness of FNH to enter into the Merger
Agreement, the Company and FNH entered into a Stock Option Agreement, dated as
of July 27, 1996 (the "Option Agreement"), pursuant to which the Company granted
to FNH an option (the "Option") to purchase up to 9,829,992 fully paid and
nonassessable shares of Common Stock at a price per share of $21.375. The Option
is exercisable only upon the occurrence of certain events described therein.
In connection with the approval of the Merger, the Merger Agreement and the
Option Agreement, the Board of Directors of the Company approved an amendment to
the Rights Agreement dated as of February 16, 1996, between the Company and The
Chase Manhattan Bank, a New York banking corporation, as Rights Agent (the
"Amendment"). Among other things, the Amendment amends and restates Section 1.17
to provide that the preferred share purchase rights granted under the Rights
Agreement will expire upon the earlier to occur of (i) the "Effective Time," as
defined in the Merger Agreement, or (ii) the Close of Business (as defined in
the Rights Agreement) on February 16, 2006. A copy of the Amendment is
incorporated by reference and attached hereto as Exhibit 4.1.
ITEM 2 EXHIBITS
Exhibit
Number Description
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4.1 Amendment to Rights Agreement, dated as of August 30, 1996, by
and between Cal Fed Bancorp Inc., a Delaware corporation, and
The Chase Manhattan Bank, a New York banking corporation, as
rights agent
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CAL FED BANCORP INC.
(Registrant)
Date: September 30, 1996 By:/s/ DOUGLAS J. WALLIS
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Douglas J. Wallis
Executive Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
The following exhibits are hereby filed as part of this Form 8-A/A:
Exhibit Page
Number Description Number
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4.1 Amendment to Rights Agreement, dated as of August 30, 1996, by and
between Cal Fed Bancorp Inc., a Delaware corporation, and The Chase
Manhattan Bank, a New York banking corporation, as rights agent
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Exhibit 4.1
_____________________________________
CAL FED BANCORP INC.
AND
THE CHASE MANHATTAN BANK
AMENDMENT TO RIGHTS AGREEMENT
DATED AS OF AUGUST 30, 1996
_______________________________________
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AMENDMENT TO RIGHTS AGREEMENT
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THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of this
30th day of August, 1996 by and between Cal Fed Bancorp Inc., a Delaware
corporation (the "Corporation"), and The Chase Manhattan Bank, a New York
banking corporation (the "Rights Agent"), with reference to the following facts
and circumstances:
A. The Corporation has entered into an Agreement and Plan of Merger dated
as of July 27, 1996 (as the same may be amended from time to time, the "Merger
Agreement"), with First Nationwide Holdings Inc., a Delaware corporation
("FNH"), and California Federal Bank, A Federal Savings Bank, a wholly-owned
subsidiary of the Corporation (the "Bank"), pursuant to which, among other
things, a newly-formed subsidiary of FNH will merge with and into the
Corporation (the "Merger") and the former stockholders of the Corporation will
receive cash and other consideration.
B. As an inducement to the willingness of FNH to enter into the Merger
Agreement, the Corporation and FNH entered into a Stock Option Agreement, dated
as of July 27, 1996 (the "Option Agreement"), pursuant to which the Corporation
granted to FNH an option (the "Option"), which is exercisable only upon the
occurrence of certain events described in the Option Agreement, to purchase up
to 9,829,992 fully paid and nonassessable shares of the Corporation's common
stock (the "Option Shares") at a price per share of $21.375.
C. The Corporation and the Rights Agent are parties to a Rights Agreement
dated as of February 16, 1996 (the "Rights Agreement").
D. Pursuant to the definition of "Acquiring Person" contained in Section
1.1 of the Rights Agreement and used herein with the same meaning, the Board of
Directors of the Corporation has approved, for purposes of the Rights Agreement,
the execution and delivery of the Merger Agreement and the Option Agreement and
the consummation of the transactions contemplated thereby, including, but not
limited to, the Merger and the issuance of the Option Shares upon exercise of
the Option (collectively, the "Merger Transactions"), with the intent and effect
that none of the Merger Transactions shall result in (i) any person becoming an
Acquiring Person, (ii) the occurrence of a Distribution Date (as defined in the
Rights Agreement), (iii) the Rights (as defined in the Rights Agreement)
becoming exercisable, or (iv) the occurrence of a Shares Acquisition Date (as
defined in the Rights Agreement).
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E. The parties desire to amend the Rights Agreement in the respects
hereafter set forth as contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Section 1.17 of the Rights Agreement is hereby amended to read in its
entirety as follows: "'Final Expiration Date' means the earlier of (i) the
'Effective Time,' as defined in the Agreement and Plan of Merger dated as of
July 27, 1996, by and among First Nationwide Holdings Inc., a Delaware
corporation, California Federal Bank, a Federal Savings Bank, and the
Corporation, as the same may be amended from time to time, or (ii) the Close of
Business on February 16, 2006."
2. Clause (i) of Section 7.1 of the Rights Agreement is hereby amended to
read in its entirety as follows: "(i) the Final Expiration Date,".
3. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties herein have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.
CAL FED BANCORP INC.
Attest:
By:/s/TRUDE TSUJIMOTO By: /s/ DOUGLAS J. WALLIS
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Name: Trude Tsujimoto Name: Douglas J. Wallis
Title: Senior Vice President Title: Executive Vice
President
THE CHASE MANHATTAN BANK
Attest:
By:/s/GERALD M. RIZZO By: /s/ ERIC LEASON
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Name: Gerald M. Rizzo Name: Eric Leason
Title: Financial Manager Title: Vice President
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