SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
H. F. AHMANSON & COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[LOGO OF H.F. AHMANSON & COMPANY]
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 1995
----------------
The Annual Meeting of Stockholders of H. F. Ahmanson & Company ("Ahmanson")
will be held at the Company's offices, 4900 Rivergrade Road, Irwindale,
California, on May 9, 1995, at 9:00 a.m., for the following purposes:
1. To elect ten directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified.
2. To consider and vote upon a proposal to approve amendment of
Ahmanson's Executive Short-Term Incentive Plan.
3. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 14, 1995 as
the record date for determining stockholders of Ahmanson entitled to notice of
and to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO INSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL YOUR PROXY IN
THE RETURN POSTAGE PREPAID ENVELOPE PROVIDED. THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON, SHOULD YOU SO DESIRE.
By Order of the Board of Directors
George G. Gregory
Secretary
[LOGO OF H.F. AHMANSON & COMPANY]
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
March 31, 1995
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 1995
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of H. F. Ahmanson & Company, a Delaware
corporation ("Ahmanson"), for use at the Annual Meeting of Stockholders to be
held May 9, 1995, and all adjournments and postponements thereof. This Proxy
Statement and the accompanying form of proxy were first mailed to stockholders
on or about March 31, 1995.
The cost of preparing, assembling and mailing the Notice of Annual Meeting of
Stockholders, Proxy Statement and form of proxy and the solicitation of proxies
will be paid by Ahmanson. Proxies may be solicited by personnel of Ahmanson and
others who will not receive any additional compensation for such solicitation.
Proxies may be solicited in person or by telephone or telegraph. Ahmanson will
pay brokers or other persons holding stock in their names or the names of their
nominees for the expenses of forwarding soliciting material to their
principals. In addition, Ahmanson has engaged MacKenzie Partners, Inc., a proxy
solicitation firm, to assist in soliciting proxies for a fee not to exceed
$9,000 plus reimbursement of reasonable out-of-pocket expenses.
VOTING
The close of business on March 14, 1995 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
meeting. On that date there were outstanding 117,099,084 shares of Ahmanson's
Common Stock, $.01 par value (the "Ahmanson Common Stock"), 7,000,000
Depositary Shares, each representing a one-half interest in a share of
Ahmanson's 9.60% Preferred Stock, Series B (which shares are not entitled to
vote at the meeting), 7,800,000 Depositary Shares, each representing a one-
tenth interest in a share of Ahmanson's 8.40% Preferred Stock, Series C (which
shares are not entitled to vote at the meeting), and 5,750,000 Depositary
Shares, each representing a one-tenth interest in a share of Ahmanson's 6%
Cumulative Convertible Preferred Stock, Series D (which shares are not entitled
to vote at the meeting). A majority of the shares entitled to vote, present in
person or represented by proxy, will constitute a quorum at the meeting. Each
share of Ahmanson Common Stock is entitled to one vote on any matter that may
be presented for consideration and action by the stockholders at the meeting.
In all matters other than the election of directors, the affirmative vote of
the majority of shares of Ahmanson Common Stock present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
will be the act of the stockholders. Directors will be elected by a plurality
of the votes of the shares of Ahmanson Common Stock present in person or
represented by proxy and entitled to vote on the election of directors.
Abstentions will be treated as the equivalent of a negative vote for the
purpose of determining whether a proposal has been adopted and will have no
effect for the purpose of determining whether a director has been elected. If a
broker indicates on the proxy that such broker does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will be treated as present for purposes of determining the existence of a
quorum but will not be considered as present and entitled to vote with respect
to that matter.
Proxies will be voted for (i) management's nominees for election as directors
and (ii) the approval of the amendment to Ahmanson's Executive Short-Term
Incentive Plan unless in either case the stockholder otherwise directs in his
or her proxy. Where the stockholder has appropriately directed how the proxy is
to be voted, it will be voted according to his or her direction. Any
stockholder has the power to revoke his or her proxy at any time before it is
voted at the meeting by submitting written notice of revocation to the
Secretary of Ahmanson or by filing a duly executed proxy bearing a later date.
A proxy will not be voted if the stockholder who executed it is present at the
meeting and elects to vote the shares represented thereby in person.
2
ELECTION OF DIRECTORS
The directors of Ahmanson are elected annually. The term of office of all
present directors expires on the date of the Annual Meeting of Stockholders of
Ahmanson, at which ten directors are to be elected to serve for the ensuing
year and until their successors are elected and qualified. The nominees of
management for election as directors (all of whom are presently directors) are
set forth below along with certain information regarding these nominees. Should
any nominee become unavailable to serve as a director or should any vacancy
occur before the election (which events are not anticipated), the proxies may
be voted for a substitute nominee selected by the Board of Directors or the
authorized number of directors may be reduced. If for any reason the authorized
number of directors is reduced, the proxies will be voted, in the absence of
instructions to the contrary, for the election of the remaining nominees named
in this Proxy Statement. To the best of Ahmanson's knowledge, all nominees are
and will be available to serve.
PRINCIPAL OCCUPATION AND OTHER DIRECTOR
NAME AGE DIRECTORSHIPS SINCE
---- --- ------------------------------ --------
William H. Ahmanson 69 Trustee of the Ahmanson Foundation, a 1954
charitable foundation
Byron Allumbaugh 63 Chairman of the Board and Chief Executive 1987
Officer of Ralphs Grocery Company, a Los
Angeles-based supermarket company;
director of El Paso Natural Gas Company
and Ultramar Corp.
Richard M. Bressler 64 Retired Chairman of the Board of Plum 1987
Creek Management Company, a manufacturer
of lumber and wood products, and retired
Chairman of the Board of El Paso Natural
Gas Company, a natural resources company;
director of General Mills, Inc. and
Rockwell International Corporation
Lodwrick M. Cook 66 Chairman of the Board of ARCO, a petroleum 1986
company; Chairman of the Board of ARCO
Chemical Company and a director of
Lockheed Corporation
Fredric J. Forster* 50 President and Chief Operating Officer of 1995
Ahmanson; President and Chief Operating
Officer of Home Savings of America, FSB;
director of the Federal Home Loan Bank of
San Francisco
Delia M. Reyes 53 President and Chief Executive Officer of 1992
Reyes Consulting Group, a market research
and consulting firm
Charles R. Rinehart* 48 Chairman of the Board and Chief Executive 1990
Officer of Ahmanson; Chairman of the Board
and Chief Executive Officer of Home
Savings of America, FSB
Elizabeth A. Sanders 49 Business consultant; director of Carl 1990
Karcher Enterprises, Sport Chalet, Inc.,
Wal-Mart Stores, Inc. and Wolverine World
Wide, Inc.
Arthur W. Schmutz 73 Retired partner of Gibson, Dunn & 1993
Crutcher, a law firm; director of Ducommun
Incorporated
William D. Schulte 62 Retired Vice Chairman of KPMG Peat Marwick 1991
LLP, a firm of independent certified
public accountants; director of Leslie's
Poolmart, Santa Anita Operating Company,
Santa Anita Realty Enterprises, Inc. and
Vastar Resources, Inc.
--------
* Executive officers.
Mr. Rinehart has served, and Mr. Ahmanson served prior to his retirement in
1987, as officers of Ahmanson and/or one or more of its subsidiaries for more
than five years. Mr. Forster joined Ahmanson as Senior Executive Vice President
in February 1993, became Chief Operating Officer in November 1993 and became
President in March 1995. Prior to joining Ahmanson, Mr. Forster was President
of ITT Federal Bank. Messrs. Forster, Rinehart, Schmutz and Schulte and Ms.
Sanders also serve as directors of Home Savings of America, FSB ("Home
Savings").
3
Robert M. De Kruif, age 76 and a director since 1951, and David S. Hannah,
age 72 and a director since 1958, are retiring in accordance with Ahmanson's
mandatory retirement policy. The policy, which became effective as to the
current directors on January 1, 1995, provides that the Board of Directors will
not elect or nominate for election by the stockholders as a director any person
who is or will be prior to the scheduled date of the election 70 or more years
of age. The policy, when adopted, exempted Mr. Schmutz until he attains age 75.
Robert H. Ahmanson, age 68 and a director since 1969, has chosen not to stand
for reelection to the Board of Directors. Messrs. Robert H. Ahmanson and
William H. Ahmanson are brothers. No other directors or officers of Ahmanson
are related.
In accordance with Ahmanson's By-Laws, the authorized number of directors of
Ahmanson has been reduced to ten, effective immediately prior to the election
of directors at the Annual Meeting of Stockholders.
Ahmanson's executive officers not listed above are Kevin M. Twomey, age 48,
Senior Executive Vice President, since March 1995, Chief Financial Officer,
since July 1993, and Executive Vice President, from July 1993 to March 1995, of
Ahmanson and Home Savings; Anne-Drue Anderson, age 34, Executive Vice
President, since March 1995, Treasurer, since September 1993, and First Vice
President, from September 1993 to March 1995, of Ahmanson and Home Savings;
George G. Gregory, age 62, Executive Vice President, General Counsel and
Secretary of Ahmanson and Executive Vice President of Home Savings; and George
Miranda, age 47, First Vice President and Principal Accounting Officer of
Ahmanson and Home Savings. Mr. Twomey is a director of Home Savings. Prior to
joining Ahmanson in June 1993 Mr. Twomey worked in corporate finance at
MacAndrews and Forbes since February 1993, and was Executive Vice President,
Finance, Administration and Chief Financial Officer of First Gibraltar Bank
from July 1989 to February 1993. From April 1993 until joining Ahmanson, Ms.
Anderson was Bank and Thrift Strategist at First Boston Corporation. From
September 1989 to February 1993 she was Senior Vice President and Treasurer at
First Gibraltar Bank. Mr. Gregory has served as an officer of Ahmanson and/or
one of its subsidiaries for more than five years. Mr. Miranda has served as an
officer of Ahmanson and/or one of its subsidiaries for more than five years.
The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee. The Executive Committee is
composed of Byron Allumbaugh, Richard M. Bressler, Lodwrick M. Cook and Charles
R. Rinehart (Chairperson) and held one meeting during 1994. The Audit Committee
is composed of William H. Ahmanson, Byron Allumbaugh, Richard M. Bressler,
David S. Hannah, Arthur W. Schmutz and William D. Schulte (Chairperson). The
Compensation Committee is composed of Byron Allumbaugh, Richard M. Bressler
(Chairperson), Delia M. Reyes, Elizabeth Sanders, Arthur W. Schmutz and William
D. Schulte. The Nominating Committee is composed of William H. Ahmanson, Byron
Allumbaugh (Chairperson), Richard M. Bressler, Lodwrick M. Cook, Robert M. De
Kruif, Delia M. Reyes and Charles R. Rinehart.
The Audit Committee held four meetings in 1994. The function of the Audit
Committee is to direct the internal audit activities of Ahmanson, to review and
approve the scope of audit procedures employed by Ahmanson's independent
auditors, to review and approve the audit reports rendered by both Ahmanson's
independent auditors and its internal audit staff and to approve the audit fee
charged by the independent auditors. The Audit Committee reports to the Board
of Directors with respect to such matters and recommends the selection of
independent auditors.
The Compensation Committee held four meetings in 1994. The primary function
of the Compensation Committee is to determine the compensation of officers of
Ahmanson, to administer and grant awards under Ahmanson's 1993 Stock Incentive
Plan and to administer Ahmanson's 1984 Stock Incentive Plan and 1979 Long-Term
Management Performance Plan.
The Nominating Committee held one meeting in 1994. The function of the
Nominating Committee is to seek, evaluate and recommend to the Board of
Directors qualified individuals for election to the Board of Directors by the
stockholders, or by the Board of Directors to fill vacancies thereon whenever
vacancies occur
4
or whenever the Nominating Committee or the Board of Directors considers it
advisable to add or change directors. The Nominating Committee also advises the
Board of Directors on matters pertaining to the size and composition of the
Board of Directors. The Nominating Committee will consider nominees for
director whose names are timely submitted by holders of Ahmanson Common Stock
in writing addressed to the Chairperson of the Nominating Committee accompanied
by such information regarding the nominee as would be required under the rules
of the Securities and Exchange Commission were the stockholder soliciting
proxies with regard to the election of such nominee.
In 1994 the Board of Directors held nine meetings. All directors attended at
least 75 percent of the meetings held during 1994 by the Board of Directors and
the committees on which they served except Richard M. Bressler who attended 13
of 18 meetings.
PRINCIPAL HOLDERS OF AHMANSON COMMON STOCK
The following table sets forth as of December 31, 1994 (i) the name and
address of the beneficial owners of more than five percent of the outstanding
shares of Ahmanson Common Stock, (ii) the total number of shares of Ahmanson
Common Stock beneficially owned and (iii) the percent of the outstanding shares
of Ahmanson Common Stock so owned.
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ----------------- --------
Wellington Management Company 12,740,205(1) 10.88%
75 State Street
Boston, MA 02109
FMR Corp. 11,704,333(2) 9.99
82 Devonshire Street
Boston, MA 01209
Sanford C. Bernstein & Co., Inc. 10,522,401(3) 8.98
One State Street Plaza
New York, NY 10004
--------
(1) Wellington Management Company is deemed to be the beneficial owner of these
shares by virtue of the direct or indirect investment and/or voting
discretion it possesses pursuant to the provisions of investment advisory
agreements with various clients, none of whom is known to Ahmanson to own
beneficially more than five percent of the outstanding shares of Ahmanson
Common Stock except Vanguard/Windsor Fund, Inc., which has sole voting
power as to 10,859,145 of these shares.
(2) These shares represent the aggregate reported beneficial ownership of FMR
Corp., its Chairman Edward C. Johnson III, and its wholly-owned subsidiary
Fidelity Management & Research Company. These shares are owned by several
investment companies for which Fidelity Management & Research Company acts
as investment adviser and by one or more institutional accounts for which
another subsidiary of FMR Corp. acts as investment manager. None of such
investment companies or institutional accounts is known to Ahmanson to own
beneficially more than five percent of the outstanding shares of Ahmanson
Common Stock. FMR Corp. has sole investment power as to all such shares and
sole voting power as to 520,319 of such shares.
(3) All such shares are held in client discretionary accounts managed by
Sanford C. Bernstein & Co., Inc., which has sole investment power with
respect to all such shares and sole voting power as to 5,922,804 of such
shares.
All information with respect to beneficial ownership of the shares referred
to above and under "Security Ownership of Management" below is based upon
filings made by the respective beneficial owners with the Securities and
Exchange Commission or information provided to Ahmanson by such beneficial
owners.
5
SECURITY OWNERSHIP OF MANAGEMENT
The following information sets forth the number of shares of Ahmanson Common
Stock beneficially owned as of February 28, 1995 by each of the present
directors and nominees of Ahmanson, each of the individuals included in the
"Summary Compensation Table" below and all directors and executive officers as
a group. In addition to the shares listed below, Robert H. Ahmanson owns 20,000
Depositary Shares each representing a one-tenth interest in a share of
Ahmanson's 8.40% Preferred Stock, Series C, which is less than one percent of
the outstanding shares, and Fredric J. Forster owns 175 Depositary Shares each
representing a one-tenth interest in a share of Ahmanson's 6% Cumulative
Convertible Preferred Stock, Series D, which is less than one percent of the
outstanding shares. No other director or executive officer owns Depositary
Shares representing interests in Ahmanson's Preferred Stock.
NAME OR NUMBER OF NUMBER OF VOTING PERCENT OF
PERSONS IN GROUP SHARES OWNED OPTIONS(1) POWER ONLY TOTAL CLASS(2)
----------------- ------------ ---------- ---------- --------- ----------
Robert H. Ahmanson 255,087(3) 13,000 -- 268,087 -- %
William H. Ahmanson 145,188(3) 25,000 -- 170,188 --
Byron Allumbaugh 2,500 13,000 -- 15,500 --
Richard M. Bressler 20,000 13,000 -- 33,000 --
Lodwrick M. Cook 1,000 13,000 -- 14,000 --
Robert M. De Kruif 122,821(3) 46,986 -- 169,807 --
Fredric J. Forster 5,959(4) 82,853 -- 88,812 --
George G. Gregory 128,002 86,513 -- 214,515 --
David S. Hannah 2,850(5)(6) 13,000 -- 15,850 --
George Miranda 23,803 33,616 -- 57,419 --
Delia M. Reyes -- 5,000 -- 5,000 --
Charles R. Rinehart 122,421 146,532 837,454(5) 1,106,407 --
Elizabeth Sanders 3,000 8,000 -- 11,000 --
Arthur W. Schmutz 5,000 3,000 -- 8,000 --
William D. Schulte 2,500 7,000 -- 9,500 --
Kevin M. Twomey 4,317 62,943 -- 67,260 --
All directors and
executive officers as
a group (17 persons) 844,648 601,248 837,454 2,283,350 1.95%
--------
(1) Represents shares subject to options which are presently exercisable or
exercisable within 60 days after February 28, 1995 for an average price of
$17.51 for the total number.
(2) Percentage information is omitted for those individuals whose beneficially
owned shares represent less than one percent of the outstanding shares of
Ahmanson Common Stock.
(3) Does not include 2,665,351 shares of Ahmanson Common Stock owned by The
Ahmanson Foundation (the "Foundation"). These individuals and a relative of
Robert H. Ahmanson and William H. Ahmanson serve as members of the
Foundation's seven member board of trustees. Except for their powers and
responsibilities as trustees of the Foundation, these persons have
disclaimed any interest in the Ahmanson Common Stock owned by the
Foundation. The Foundation has sole investment and voting power as to these
shares.
(4) Includes 359 shares which may be acquired upon conversion of Depositary
Shares, each representing a one-tenth interest in a share of Ahmanson's 6%
Cumulative Convertible Preferred Stock, Series D, at a conversion price of
$24.335 per share of Ahmanson Common Stock.
(5) Mr. Rinehart has disclaimed beneficial ownership of such shares because his
interest in such shares is limited to an irrevocable proxy from Wells Fargo
Bank, as trustee. The trust instruments covering such shares provide that
the trustee shall grant to the Chairman of the Board of Ahmanson upon
request a proxy to vote such shares, and the trustee has granted an
irrevocable proxy for a term of seven years, expiring in January 2001, to
Mr. Rinehart as Chairman of the Board and his successors as Chairman of
6
the Board. Mr. Hannah serves as a member of the three member investment
committee for the trust. The investment committee has investment power with
respect to such shares. Except for his powers and responsibilities as a
member of the investment committee, Mr. Hannah has disclaimed beneficial
ownership of such shares.
(6) Does not include 540,000 shares held in trusts for which First Interstate
Bank of California serves as trustee and for which Mr. Hannah serves as a
member of a three member board of governors. The board of governors has
investment power as to such shares and the trustee has voting power as to
such shares. Except for his powers and responsibilities as a member of the
board of governors, Mr. Hannah has disclaimed beneficial ownership of such
shares.
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
certain officers of Ahmanson and persons who own more than ten percent of a
registered class of Ahmanson's equity securities to file with the Securities
and Exchange Commission and any national securities exchange on which
Ahmanson's equity securities are registered initial reports of ownership and
reports of changes in ownership of Ahmanson Common Stock and other equity
securities of Ahmanson. Officers, directors and beneficial owners of more than
ten percent of Ahmanson's equity securities are required by regulations of the
Securities and Exchange Commission to furnish Ahmanson with copies of all
Section 16(a) forms they file.
To Ahmanson's knowledge, based solely upon a review of the copies of such
forms furnished to Ahmanson and written representations that no other reports
were required, during the fiscal year ended December 31, 1994 all Section 16(a)
filing requirements applicable to its officers, directors and beneficial owners
of more than ten percent of Ahmanson's equity securities were complied with by
such persons, except Richard H. Deihl, Chairman of the Board during 1994, who
reported one transaction late in 1994.
7
EXECUTIVE COMPENSATION
The following table sets forth the compensation for services rendered in all
capacities to Ahmanson and its subsidiaries earned during the years indicated
by each of Ahmanson's Chief Executive Officer and the four most highly
compensated executive officers of Ahmanson (other than the Chief Executive
Officer) who were employed by Ahmanson as of December 31, 1994 (collectively
referred to as the "named executive officers").
SUMMARY COMPENSATION TABLE(1)
LONG-TERM COMPENSATION(2)
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- ------------------ ---------
OTHER RESTRICTED OPTIONS
ANNUAL STOCK (5) LTIP ALL OTHER
NAME AND TITLE YEAR SALARY BONUS COMPENSATION(3) AWARDS(4) (#) PAYOUTS(6) COMPENSATION(7)
-------------- ---- -------- -------- -------------- ---------- ------- --------- --------------
Charles R. Rinehart 1994 $715,008 $577,438 $ -- $ -- 132,365 $477,755 $236,217
Chairman of the Board 1993 643,758 312,817 -- -- 110,109 -- 72,448
and Chief Executive 1992 550,000 329,955 -- -- -- 852,159 58,048
Officer
Fredric J. Forster(8) 1994 433,008 305,996 -- -- 71,240 257,232 79,369
President and Chief 1993 348,599 151,342 -- 114,800 82,853 -- 1,956
Operating Officer 1992 -- -- -- -- -- -- --
Kevin M. Twomey(9) 1994 333,759 201,944 -- -- 51,754 184,848 59,385
Senior Executive Vice 1993 169,891 40,704 74,481 74,468 62,943 -- 1,455
President and Chief 1992 -- -- -- -- -- -- --
Financial Officer
George G. Gregory 1994 328,008 146,308 -- -- 16,489 99,493 169,420
Executive Vice 1993 323,508 110,128 -- -- 42,547 -- 37,429
President, General 1992 313,000 138,485 -- -- -- 339,641 31,001
Counsel and Secretary
George Miranda 1994 204,507 88,412 -- -- 17,724 65,105 65,184
First Vice President 1993 196,005 61,792 -- -- 18,157 -- 28,584
and Principal 1992 187,250 64,279 -- -- -- 143,603 25,953
Accounting Officer
--------
(1) Beginning in 1994, the performance measurement period for Ahmanson's
incentive compensation plans ends on December 31 of each year. Prior to
1994, the performance measurement period ended on September 30 of each
year. For 1994, includes bonuses and long-term compensation payouts earned
in the performance measurement period ending on December 31 of such year
although the payout was not authorized by the Compensation Committee until
the following year. For 1992 and 1993, includes bonuses and long-term
compensation payouts earned in the performance measurement period ending on
September 30 of such year.
(2) Stockholdings of Messrs. Rinehart, Forster, Twomey, Gregory and Miranda of
50,866, 0, 0, 21,031 and 9,054 shares, respectively, were subject to
vesting restrictions and had a net market value at December 31, 1994 of
$820,214, $0, $0, $339,125 and $145,996, respectively, not accounting for
the effect of the vesting restrictions. Except for Messrs. Forster and
Twomey, who received restricted stock awards upon joining Ahmanson, all
such stock represents shares issued as payouts under Ahmanson's former
Executive Long-Term Incentive Plan and is reflected in the table under the
heading "LTIP Payouts" as of the date of issuance for the years indicated.
(3) Excludes compensation in the form of other personal benefits, which, for
each of the named executive officers, other than Mr. Twomey in 1993, did
not exceed the lesser of $50,000 or 10 percent of the total of annual
salary and bonus reported for each year. Other Annual Compensation for Mr.
Twomey in 1993 includes reimbursement of relocation expenses of $40,421.
(4) All 9,917 restricted stock award shares granted to Messrs. Forster and
Twomey have vested in full. Dividends were paid on such restricted stock
awards prior to the lapse of restrictions to the same extent that dividends
are paid on all other shares of Ahmanson's Common Stock.
8
(5) In 1994 Ahmanson adopted an amendment of its Executive Long-Term Incentive
Plan which, among other things, changed the timing of grants of options
from the end to the beginning of the performance measurement period.
Therefore, for 1994 includes option grants made as awards under the
Executive Long-Term Incentive Plan for the 39-month performance period
ended December 31, 1994 and option grants made as payouts under the plan,
as amended, for the three-year performance period beginning January 1,
1995. For 1993 includes option grants made as payouts under Ahmanson's
former Executive Long-Term Incentive Plan and additional option grants made
to Messrs. Forster and Twomey in connection with their joining Ahmanson.
(6) For 1994 represents the cash component of payouts under Ahmanson's
Executive Long-Term Incentive Plan for the 39-month performance period
ended December 31, 1994. For 1992 represents the market value as of the
payout date of stock payouts under Ahmanson's former Executive Long-Term
Incentive Plan. All such stock payouts are subject to restrictions which
lapse in equal one-third annual installments after the payout date or, if
earlier, in full upon the officer's death, disability or normal retirement
or a change in control of Ahmanson.
(7) Includes (i) contributions by Ahmanson to the 1989 Contingent Deferred
Compensation Plan, a nonqualified, defined contribution plan in which
contributions vest pro rata over 10 years or, if earlier, in full upon the
death, disability or retirement of the participant or a change in control
of Ahmanson, (ii) interest earned on Elective Deferred Compensation Plan
accounts at a rate greater than 120% of the applicable federal rate and
(iii) the value to the participant of premiums paid by Ahmanson under the
Senior Executive Life Insurance Plan.
CHARLES R. FREDRIC J. KEVIN M. GEORGE G. GEORGE
YEAR RINEHART FORSTER TWOMEY GREGORY MIRANDA
---- ---------- ---------- -------- --------- -------
Contingent Deferred 1994 $70,001 $ -- $ -- $32,801 $20,201
Compensation Plan 1993 62,501 -- -- 32,201 19,400
1992 52,500 -- -- 31,001 18,500
Elective Deferred 1994 3,469 -- 366 -- 7,159
Compensation Plan 1993 4,453 -- -- -- 7,749
1992 5,548 -- -- -- 7,453
Senior Executive Life 1994 162,747 79,369 59,019 136,619 37,824
Insurance Plan 1993 5,494 1,956 1,455 5,228 1,435
(8) Mr. Forster became an executive officer of Ahmanson in February 1993.
(9) Mr. Twomey became an executive officer of Ahmanson in June 1993.
9
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to the named executive officers during or for periods including
1994. The table reflects multiple option grants as a result of amendments to
Ahmanson's Executive Long-Term Incentive Plan which, among other things,
changed the timing of grants of options from the end to the beginning of the
performance measurement period.
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
NUMBER OF SHARES PERCENTAGE OF
UNDERLYING TOTAL OPTIONS GRANT DATE
NAME OPTIONS GRANTED GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION DATE PRESENT VALUE (1)
---- ---------------- -------------------- -------------- --------------- ----------------
Charles R. Rinehart 69,095 8.19% $16.00 January 6, 2005 $237,134
63,270 7.50 18.0625 March 7, 2005 265,247
Fredric J. Forster 37,174 4.41 16.00 January 6, 2005 127,581
34,066 4.04 18.0625 March 7, 2005 142,815
Kevin M. Twomey 27,274 3.23 16.00 January 6, 2005 93,604
24,480 2.90 18.0625 March 7, 2005 102,628
George G. Gregory 3,313 0.39 16.00 January 6, 2005 11,370
13,176 1.56 18.0625 March 7, 2005 55,238
George Miranda 9,102 1.08 16.00 January 6, 2005 31,238
8,622 1.02 18.0625 March 7, 2005 36,146
--------
(1) Options which expire on January 6, 2005 and March 7, 2005 were granted on
December 6, 1994 and February 7, 1995, respectively. Present values were
calculated using the Black-Scholes option valuation model with the
following assumptions:
DECEMBER 6, 1994 GRANT FEBRUARY 7, 1995 GRANT
---------------------- ----------------------
Term........................... 10 years 10 years
Exercise price................. $16.00 $18.0625
Volatility..................... 28.40% 26.04%
Dividend yield................. 5.42% 4.86%
Risk-free interest rate........ 6.95% 7.30%
Discount for forfeiture risk... 2.5% 2.5%
The actual value, if any, which a named executive officer may realize
will be based upon the difference between the market price of Ahmanson's
Common Stock on the date of exercise and the exercise price. The dividend
yield assumption is based upon the dividend rate on the respective grant
dates. There is no assurance that the assumed dividend rate will be
maintained or that the actual realized value will be at or near the value
estimated by the Black-Scholes model.
The December 6, 1994 grants were made under Ahmanson's Executive Long-Term
Incentive Plan for the performance period ending in 1997. The February 7, 1995
grants were made under Ahmanson's Executive Long-Term Incentive Plan for the
performance period ending in 1994. The options become exercisable six months
after grant or, if earlier, in full upon the employee's death, disability or
normal retirement or a change in control of Ahmanson and expire three months
after termination of employment other than as a result of death, disability or
retirement. Payment of the option exercise price and tax withholding
obligations may be satisfied by withholding shares otherwise issuable upon
exercise.
10
AGGREGATED OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUES
The following table sets forth certain information with respect to exercises
by the named executive officers of stock options and stock appreciation rights
("SARs") during 1994 and the value of all unexercised employee stock options
and SARs as of December 31, 1994 held by the named executive officers.
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF SHARES UNDERLYING OPTIONS/SARS
SHARES UNEXERCISED OPTIONS/SARS AT FISCAL YEAR-END(1)
ACQUIRED VALUE -------------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- --------------- ----------- -------------
Charles R. Rinehart -- $ -- 146,532 69,095 $30,793 $8,637
Fredric J. Forster -- -- 82,853 37,174 -- 4,647
Kevin M. Twomey -- -- 62,943 27,274 -- 3,409
George G. Gregory 24,000 322,920 86,513 3,313 32,205 414
George Miranda -- -- 33,616 9,102 -- 1,138
--------
(1) The actual amount realized from unexercised options is dependent upon the
price of Ahmanson's Common Stock at the time shares obtained upon exercise
of such options are sold and, as to unexercisable options, whether
restrictions upon exercise of such options lapse.
LONG-TERM INCENTIVE PLAN
Under Ahmanson's Executive Long-Term Incentive Plan senior executives of
Ahmanson and its subsidiaries who are designated by the Compensation Committee
are assigned a target award opportunity expressed as a percentage of base
annual salary in the last year of the three-year performance measurement
period.
Half of the target award will be paid in the form of nonqualified stock
options relating to Ahmanson's Common Stock which are granted at the beginning
of the performance measurement period (provided, however, that for the
performance measurement period commencing January 1, 1994, any grants of
options will be made at the end of the performance measurement period). See
"Option Grants in Last Fiscal Year."
Half of the target award will be the basis for cash payments at the end of
the performance measurement period.
The following table sets forth certain information as to target cash award
opportunities under the Executive Long-Term Incentive Plan. Actual payout
amounts will be based upon total stockholder return. Notwithstanding the
satisfaction of such criteria, the Compensation Committee may, in its
discretion, reduce the cash amount paid based upon an assessment of the
executive's performance during the last 12 months of the performance
measurement period and/or the performance of the business unit or
organizational area of Ahmanson and its subsidiaries that directly employs the
participant, if the performance of Ahmanson and its subsidiaries is not
adequately reflected in the objective measures previously determined by the
Compensation Committee and/or if Home Savings' core capital is below the level
mandated by law. Estimated future payout amounts indicated are calculated using
the named executive officers' current salaries.
LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR
OTHER ESTIMATED FUTURE PAYOUTS UNDER NON-
PERIOD UNTIL STOCK PRICE-BASED PLANS
MATURATION --------------------------------------
NAME OF PAYOUT THRESHOLD TARGET MAXIMUM
---- -------------- --------- ----------- -------------
Charles R. Rinehart 3 years $ 342,000 $ 684,000 $ 1,026,000
Fredric J. Forster 3 years 184,000 368,000 552,000
Kevin M. Twomey 3 years 135,000 270,000 405,000
George G. Gregory 3 years 16,400 32,800 49,200
George Miranda 3 years 45,050 90,100 135,150
11
RETIREMENT PLANS
Retirement Plan. Ahmanson's Retirement Plan is a qualified, noncontributory,
defined benefit retirement plan governed by the Employee Retirement Income
Security Act of 1974. The Retirement Plan is administered by a committee
appointed by the Board of Directors. With some exceptions, all employees of
Ahmanson and its participating subsidiaries (including officers) are eligible
to participate provided they meet certain service requirements.
The following table illustrates the estimated annual retirement benefits
payable under the Retirement Plan to participants in the following specific
average annual earnings and years of service classifications. Benefits under
the Retirement Plan are reduced in part to the extent a participant receives
Social Security benefits. Benefits paid to a participant in the Retirement Plan
who is also a participant in Ahmanson's Supplemental Executive Retirement Plan
("SERP") or Senior Supplemental Executive Retirement Plan reduce any benefit
payable to such participant under the SERP or Senior Supplemental Executive
Retirement Plan by 100 percent of the amount of the benefit under the
Retirement Plan.
YEARS OF CREDITED SERVICE
-----------------------------------------------------------------------
FINAL AVERAGE
EARNINGS 5 10 15 20 25 30 35 40
------------- -------- -------- -------- -------- -------- -------- -------- --------
$ 250,000 $ 26,124 $ 52,248 $ 78,384 $104,503 $118,800 $118,800 $118,800 $118,800
500,000 53,208 106,416 118,800 118,800 118,800 118,800 118,800 118,800
750,000 80,292 118,800 118,800 118,800 118,800 118,800 118,800 118,800
1,000,000 107,376 118,800 118,800 118,800 118,800 118,800 118,800 118,800
1,250,000 118,800 118,800 118,800 118,800 118,800 118,800 118,800 118,800
1,500,000 118,800 118,800 118,800 118,800 118,800 118,800 118,800 118,800
Benefits are paid to or on behalf of each participant upon retirement,
normally at age 65, and under certain circumstances upon death or disability.
The Retirement Plan provides for an annual benefit equal to 65 percent of final
average annual earnings reduced by 40 percent of the participant's Social
Security benefits. "Final average annual earnings" is the annual average
compensation paid to a participant during the final 120 months of employment,
consisting of salary and cash bonuses, subject to certain adjustments and a cap
as to the amount of compensation which may be included for each year. If the
participant has fewer than 30 years of credited service in the Retirement Plan,
the participant's final average earnings are proportionately reduced.
Participants with more than 20 years of credited service receive an additional
benefit amount equal to 1/2 of 1 percent of final average earnings for each
year of credited service in excess of 20. Participants with more than 30 years
of credited service receive an additional 1/2 of 1 percent of final average
annual earnings for each year of credited service in excess of 30. However, in
no event may a participant's benefits exceed the maximum amount permitted under
the Internal Revenue Code, which for 1994 was $118,800. Retirement benefits
generally vest after five years or upon the participant's 65th birthday while
employed by Ahmanson or a participating subsidiary. The benefits payable under
the Retirement Plan are actuarially adjusted to reflect the form of payment
elected by the participant and are subject to limitations on maximum benefits
imposed by applicable law. As of February 28, 1995 the full years of credited
service for Messrs. Rinehart, Forster, Twomey, Gregory and Miranda were 5, 1,
1, 11 and 21, respectively.
Supplemental Executive Retirement Plan. Ahmanson's SERP is a defined benefit,
nonqualified plan under which Ahmanson pays benefits to certain officers of
Ahmanson and its subsidiaries designated by the Compensation Committee of the
Board of Directors in an amount equal to a specified percentage of the
participant's average annual earnings for the 36 consecutive months during the
final ten years of the participant's employment which produce the highest
average annual earnings.
12
The following table illustrates the estimated annual retirement benefits
payable under the SERP to participants in the following specific average annual
earnings and years of service classifications. Benefits under the SERP are
reduced to the extent a participant receives benefits from primary Social
Security or Ahmanson's Retirement Plan.
YEARS OF CREDITED SERVICE
THREE YEAR AVERAGE -----------------------------
ANNUAL EARNINGS 5 10 15 AND OVER
------------------ -------- -------- -----------
$ 250,000 $ 50,000 $100,000 $150,000
500,000 100,000 200,000 300,000
750,000 150,000 300,000 450,000
1,000,000 200,000 400,000 600,000
1,250,000 250,000 500,000 750,000
1,500,000 300,000 600,000 900,000
The participant's average annual earnings include salary, cash bonuses and
contingent deferred compensation grants. The compensation for purposes of the
SERP of each of the named executive officers is substantially equivalent to the
respective amounts set forth in the Summary Compensation Table under the
headings "Salary" and "Bonuses" and opposite the caption "Contingent Deferred
Compensation Plan" in the footnote to the heading "All Other Compensation."
The annual benefit payable to a participant under the SERP is equal to four
percent of the participant's average annual earnings multiplied by the
participant's years of credited service, subject to a maximum of 15 years of
credited service. Service must generally continue to at least the participant's
normal retirement date for a participant to receive full benefits under the
SERP. However, a participant may retire early and receive reduced benefits upon
early retirement if the sum of his age and his years of service equals at least
75 and the participant is at least 55. The SERP provides for accelerated
accrual and vesting of participants' interests in the event of a change in
control of Ahmanson. Benefits generally commence under the SERP upon the
participant's retirement and are paid on a modified joint and survivor basis,
which provides for a lesser annual benefit to the participant's designated
beneficiary upon the death of the participant. The SERP provides for a pre-
retirement survivor benefit equal to the survivor benefits a participant's
spouse would have received if the participant had elected early retirement,
offset by executive life insurance. The SERP permits participants to elect to
receive a lump sum benefit, equal to 90 percent of the participant's accrued
benefits at any time after retirement or 100 percent of the participant's
accrued benefits upon retirement if the election is made in a timely manner
before retirement. Full years of credited service under the SERP are generally
the same as those under Ahmanson's Retirement Plan, subject to a maximum of 15
years except for determination of whether a participant is entitled to benefits
upon early retirement.
Senior Supplemental Executive Retirement Plan. Certain officers of Ahmanson
and its subsidiaries, as designated by the Compensation Committee, participate
in an auxiliary version of the SERP, the Senior Supplemental Executive
Retirement Plan, under which a portion of the amount otherwise payable to the
participant under the SERP is offset by the participant's interest in the cash
value of split-dollar life insurance policies purchased under Ahmanson's Senior
Executive Life Insurance Plan. The post-retirement survivor benefit payable to
the participant's designated beneficiary is equal to the amount which would
have been payable under Ahmanson's SERP reduced by the additional post-
retirement death benefit payable under Ahmanson's Senior Executive Life
Insurance Plan. The pre-retirement survivor benefit payable to the
participant's designated beneficiary is equal to the amount which would have
been payable under Ahmanson's SERP reduced by the death benefit payable under
Ahmanson's Senior Executive Life Insurance Plan. Messrs. Rinehart and Gregory
were granted additional years of service for purposes of the Senior
Supplemental Executive Retirement Plan and have 16 full years of credited
service.
13
EMPLOYMENT AGREEMENTS
Ahmanson has entered into employment agreements with each of its executive
officers. Such agreements generally provide for continually renewed terms of
employment and for minimum annual salaries, payable regardless of the
disability of the employee and under certain circumstances payable for a period
of time after the termination of the officer's actual employment. The
agreements with Messrs. Rinehart, Forster, Twomey, Gregory and Miranda provide
for minimum annual salaries of $760,000, $460,000, $360,000, $328,000 and
$212,000, respectively.
The employment agreements with Messrs. Rinehart, Forster, Twomey, Gregory and
Miranda also provide that the employee may terminate the agreement at any time
with or without cause. Cause includes, among other things, Ahmanson's failure
to perform its obligations under the employment agreement. Upon termination by
the employee with cause or termination by Ahmanson without cause, as defined in
the employment agreements, Ahmanson is obligated to pay or provide the
employee, for a specified period of time after the date of termination, his
current salary, his current medical and other insurance type benefits,
continuation of vesting of all unvested restricted stock, stock options, SARs
and certain deferred compensation awards and continuation of accrual and
vesting of SERP and Senior Supplemental Executive Retirement Plan benefits.
Such benefits will be paid or provided to Messrs. Rinehart, Forster and Twomey
for a period of three years, to Mr. Gregory until September 30, 1996 and to Mr.
Miranda for a period of one year. Special provisions apply in the event of the
employee's death or receipt of any salary, cash bonus or other benefits from
another employer during the specified period unless such termination occurs
after a change in control.
COMPENSATION OF DIRECTORS
Directors who are also employees of Ahmanson or any of its subsidiaries
receive no additional compensation for their services as directors, including
service on committees of the Board of Directors. Each other director receives
an annual fee of $24,000 for serving on the Board of Directors and $1,500 for
each meeting of the Board of Directors attended. Each member of the Executive
Committee receives an annual fee of $3,000 and each member of the Audit,
Compensation and Nominating Committee receives an annual fee of $2,400 for each
such committee on which the director serves. The Chairperson of the Audit
Committee receives an additional fee of $7,500 and each Chairperson of the
Compensation and Nominating Committees receives an additional fee of $3,000.
Each director receives an additional payment of $600 for each meeting of the
Executive Committee and $500 for each meeting of the Audit, Compensation or
Nominating Committee attended. Directors are reimbursed for travel and other
expenses related to attendance at Board of Directors and committee meetings.
Directors of Ahmanson who are not employees of Home Savings or any of its
subsidiaries receive additional fees for attending meetings of the Home Savings
Board of Directors that are not held jointly with meetings of the Ahmanson
Board of Directors. The Home Savings Board of Directors held no meetings during
1994 separately from the Ahmanson Board of Directors.
Ahmanson's Outside Director Retirement Plan is a nonqualified retirement plan
for directors of Ahmanson who are not also employees of Ahmanson or any of its
subsidiaries. Under the Plan a participating director receives an annual
retirement benefit equal to the director's annual fee during the 12 month
period immediately preceding the participant's retirement from the Board.
Benefits under this Plan generally are payable for a period equal to the
participant's aggregate years and months of service on the Board of Directors
plus time spent in certain governmental service, with a lifetime benefit
payable to participants with 15 or more years of service. Benefit payments
commence when the participant ceases being a director. Upon the death of the
participant, the participant's designated beneficiary is entitled to 50 percent
of the benefits otherwise payable to the participant. Such death benefits
commence one month after the participant's death and continue for the payment
period applicable to the participant or, if the participant had already begun
receiving benefits under the Plan, for the participant's remaining payment
period with a maximum of 15 years of payment. The Plan permits participants to
elect to receive a lump sum benefit equal to 90 percent of the participant's
accrued benefits at any time after retirement.
14
Ahmanson's 1988 Directors' Stock Incentive Plan (the "1988 Plan") provides
for the grant to any director of Ahmanson who is not an employee of Ahmanson or
any of its present or future parent or subsidiary corporations (a "Nonemployee
Director") of stock options. Whenever any person becomes a Nonemployee
Director, such person is granted automatically options, the date of grant of
which is the date such person becomes a Nonemployee Director, to purchase 2,000
shares of Ahmanson Common Stock. In addition, on the first business day of each
calendar year during the term of the 1988 Plan, each Nonemployee Director then
in office is granted automatically options to purchase 2,000 shares of Ahmanson
Common Stock. However, no Nonemployee Director may receive in any calendar year
under the foregoing provisions of the 1988 Plan options to purchase more than
2,000 shares of Ahmanson Common Stock.
Additional options will be granted automatically on the first business day of
each calendar year to any Nonemployee Director who files with Ahmanson an
irrevocable election to receive options in lieu of all or part of annual
directors' fees to be earned in each succeeding calendar year.
Options granted under the 1988 Plan may be exercisable for a term no longer
than ten years and one month. The options become exercisable one year after
grant (six months for options granted in lieu of directors' fees) as to half of
the shares subject to the options and two years (one year for options granted
in lieu of directors' fees) after grant as to the balance of the shares or, if
earlier, in full upon the director's death, disability or normal retirement or
a change in control of Ahmanson and expire three months after termination of
directorship other than as a result of death, disability or normal retirement.
Ahmanson also provides at no charge to its nonemployee directors health and
dental benefits and retiree health benefits substantially comparable to those
afforded to its employees under Ahmanson's group insurance plans.
In connection with his retirement in 1986 Robert H. Ahmanson entered into an
agreement with Ahmanson that superseded his prior employment agreement. The
agreement provides, among other things, for the equivalent of a 100 percent
joint and survivor annuity which pays $75,000 annually, for the payment of
certain club dues on his behalf and for a death benefit of $250,000.
After his retirement in 1993 Robert M. De Kruif entered into a consulting
agreement with Ahmanson. Pursuant to the agreement as amended, he will provide
consulting services to Ahmanson until October 31, 1995 and Ahmanson will make
annual payments of $100,000. In addition, pursuant to the terms of his prior
employment agreement, Mr. De Kruif will be paid $100,000 (the minimum annual
salary provided by the agreement) annually for seven years following his
retirement on November 1, 1993.
In connection with his retirement as Chairman of the Board in 1995, Richard
H. Deihl entered into a consulting agreement with Ahmanson pursuant to which he
will provide consulting services to Ahmanson until January 31, 1999 and
Ahmanson will make annual payments to him of $100,000.
CERTAIN TRANSACTIONS
The following table sets forth as to each present director, other than
directors who are members of the Compensation Committee, and each present
executive officer of Ahmanson who had a home loan from Home Savings under the
home loan program described under "Compensation Committee Interlocks and
Insider Participation" (i) the largest aggregate indebtedness outstanding from
January 1, 1994 to February 28, 1995, (ii) the amount of such indebtedness
outstanding on February 28, 1995 and (iii) the rate of interest on such
indebtedness on February 28, 1995. For comparable information with respect to
directors who are members of the Compensation Committee, see "Compensation
Committee Interlocks and Insider Participation."
HIGHEST UNPAID BALANCE INTEREST RATE ON
INDEBTEDNESS SINCE ON FEBRUARY 28, FEBRUARY 28,
NAME DECEMBER 31, 1993 1995 1995
---- ------------------ --------------- ----------------
Robert M. De Kruif(1).... $179,996 $172,996 5.589%
George G. Gregory(2)..... 511,641 499,019 5.589
George Miranda(2)........ 214,062 204,705 5.367
--------
(1) Director.
(2) Executive Officer.
15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994 Byron Allumbaugh, Richard M. Bressler, David S. Hannah (until May
1994), Delia M. Reyes, Elizabeth Sanders, Arthur M. Schmutz and William D.
Schulte served on the Compensation Committee. David S. Hannah was an officer of
Ahmanson until his retirement in 1987.
Certain directors, including three members of the Compensation Committee,
officers and stockholders of Ahmanson and their associates were depositors,
borrowers and customers of and engaged in transactions with Home Savings, and
certain other subsidiaries of Ahmanson in the ordinary course of business
during 1994. Similar transactions are expected to occur in the future. Except
for loans under the home loan program described in the following paragraph, all
such loans and transactions were made on substantially the same terms,
including interest rates, fees and security, as those prevailing at the time
for comparable loans and transactions with other persons and did not involve
more than the normal risk of collectibility or present any other unfavorable
features.
For many years Home Savings had a home loan program under which directors,
officers and employees of Home Savings, Ahmanson and certain affiliated
companies could obtain loans, secured by a first deed of trust on the
borrower's principal residence, at a fixed rate at least one percent above Home
Savings' cost of funds for the first six months and adjusted thereafter based
upon changes in the monthly weighted average cost of funds of savings
institutions headquartered in the Eleventh District of the Federal Home Loan
Bank System as long as the borrower remained, or retired as, a director,
officer or employee of Home Savings, Ahmanson or certain affiliated companies.
The current program prohibits directors, executive officers and certain other
senior officers from obtaining loans at a discounted rate.
The following table sets forth as to each member of the Compensation
Committee who had a home loan from Home Savings under the home loan program
described above (i) the largest aggregate indebtedness outstanding from January
1, 1994 to February 28, 1995, (ii) the amount of such indebtedness outstanding
on February 28, 1995 and (iii) the rate of interest on such indebtedness on
February 28, 1995.
HIGHEST UNPAID BALANCE INTEREST RATE ON
INDEBTEDNESS SINCE ON FEBRUARY 28, FEBRUARY 28,
NAME DECEMBER 31, 1993 1995 1995
---- ------------------ --------------- ----------------
David S. Hannah.......... $454,735 $443,202 5.839%
Arthur W. Schmutz, a director of Ahmanson and a member of its Compensation
Committee, is a retired partner of the law firm of Gibson, Dunn & Crutcher,
which has represented Ahmanson and its subsidiaries for more than the past year
and continues to do so.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, which is comprised
exclusively of nonemployee directors, is responsible for developing Ahmanson's
executive compensation polices, administering Ahmanson's various management
incentive programs, and making recommendations to the Board with respect to
those policies and programs. In addition, the Committee determines the
compensation paid to the Chief Executive Officer and to each of the other
senior officers of Ahmanson.
EXECUTIVE COMPENSATION POLICY
The policy of the Committee is to closely link the compensation of Ahmanson's
senior officers to Ahmanson's financial performance and the total returns
(price appreciation and dividends) generated for Ahmanson's stockholders. To
this end, it is the Committee's policy to generally position senior officer
salaries at median competitive levels and to rely on variable, performance-
based incentives to play a significant role in determining total compensation.
As a rule, Ahmanson's financial and stockholder return performance must exceed
the median performance of other comparable financial institutions before
executive total compensation exceeds median competitive practice.
16
During 1994 the Committee reviewed external compensation data prepared by
Strategic Compensation Associates ("SCA"), a nationally recognized compensation
consulting firm, as a basis for confirming the competitiveness of officer
salaries and total compensation. The external data provided by SCA included
information on base salary, annual cash compensation and annualized total
compensation for other large, financially sound savings institutions as well as
comparable-size regional banks. It is the Committee's view that this group
represents the most appropriate reference point for establishing senior officer
compensation levels within Ahmanson due to similarities in size and management
challenge between Ahmanson and the peer group. In contrast, it is the
Committee's view that differences in investor perceptions regarding commercial
banks and savings institutions make past performance comparisons between banks
and savings institutions problematic at this time. Therefore, the specialized
peer group used for comparing Ahmanson's stockholder return performance in the
performance graph consists solely of other large savings institutions.
The key components of Ahmanson's executive compensation program include base
salary, an annual incentive plan tied to the annual performance of Ahmanson and
the individual participant, and a long-term incentive program with earned
awards payable in stock options and cash, with payment based on Ahmanson's
total stockholder return performance over a three-year period. In the past,
performance based compensation was measured on the basis of years ending
September 30. Commencing with 1994, performance based compensation is being
measured on the basis of years ending December 31. As a result of this
transition, annual and long-term performance based compensation for periods
ending in 1994 were measured over 15 and 39 month periods, respectively. In
keeping with the Committee's policy of linking senior officer pay closely to
performance, approximately 60 percent of the target total compensation of
Ahmanson's senior officer group consists of variable, performance-based
compensation delivered through the annual bonus and long-term incentive plans.
As described earlier in this proxy statement, each of Ahmanson's executive
officers is covered by an employment agreement which, among other things,
specifies a minimum annual base salary for each officer. See "Employment
Agreements" above. The Committee may, in its discretion, increase base salaries
above the minimum level specified in the agreements, but, in the absence of
cause, may not thereafter decrease salaries below those levels.
Based on external compensation information provided by SCA and reviewed by
the Committee in September 1994, the current base salaries of Ahmanson's senior
officer group as a whole fall approximately 10 percent below the median base
salaries of other comparable organizations. The target total compensation (the
sum of base salary, the target annual incentive opportunity and the target
value of long-term incentives) of the group falls approximately 17 percent
below the market median.
Under the 1993 Omnibus Budget Reconciliation Act ("OBRA"), income tax
deductions of publicly-traded companies may be limited to the extent that total
compensation (including base salary, annual and longer-term incentives, gains
from stock option exercises and certain benefits) for certain executive
officers exceeds $1 million. Under OBRA, the deduction limit does not apply to
payments which qualify as "performance-based." To qualify as "performance-
based," compensation payments must be based solely upon the achievement of
objective performance goals under a plan that is administered by a committee of
outside directors. In addition, the material terms of the plan must be
disclosed to and approved by stockholders, and the compensation committee must
certify that the performance goals were achieved before payments can be made.
It is the intent of the Committee to structure Ahmanson's compensation
programs to conform with the OBRA legislation and related regulations so that
total compensation paid to any employee will not exceed $1 million in any one
year, except for compensation payments which qualify as "performance-based" or
are exempt for other reasons. However, Ahmanson may in limited circumstances
pay compensation which is not deductible if sound management of Ahmanson so
requires. In furtherance of Ahmanson's intention to structure compensation
programs to conform with the OBRA legislation, Ahmanson is requesting that its
stockholders approve an amendment to Ahmanson's Executive Short-Term Incentive
Compensation Plan which would include additional performance criteria.
17
EXECUTIVE SHORT-TERM INCENTIVE PLAN
Ahmanson's Executive Short-Term Incentive Plan for its senior officers
provides for an annual cash award opportunity based on actual company
performance compared to budgeted earnings per share, subject to reduction at
the discretion of the Compensation Committee.
Target annual incentive awards are established for each participant ranging
from 80 percent of base salary for the chief executive officer and from 45
percent to 70 percent of base salary for other senior officers. Actual payments
may vary from zero percent to 200 percent of the target award based on the
level of company performance achieved, subject to reduction at the discretion
of the Compensation Committee. For 1994 threshold awards equal to 25 percent of
the target award were available for achievement equal to 50 percent of budgeted
earnings per share. Awards equal to 100 percent of the target award were
available for achieving 100 percent of budgeted earnings per share.
For 1994 Ahmanson's earnings per share performance equalled approximately 87
percent of budget, resulting in a formula payout of 81 percent of target,
subject to reduction at the discretion of the Compensation Committee.
EXECUTIVE LONG-TERM INCENTIVE PLAN
Ahmanson's Executive Long-Term Incentive Plan for its senior officers
provides for an annual award opportunity, payable one-half in cash and one-half
in stock options. The actual cash awards are based on Ahmanson's relative
performance in total stockholder return ("TSR") over a three-year period
compared to companies comprising the S&P 500 Index and the companies comprising
the S&P Banks Composite Index.
Similar to the annual incentive plan, target awards for each performance
measurement period are established for each plan participant and range from 180
percent of base salary for the Chief Executive Officer and from 85 percent to
160 percent of base salary for other senior officers. Actual payments under the
plan may vary from zero percent to 150 percent of the target award. A threshold
payment equal to 50 percent of the target award is available for achieving 40th
percentile relative performance, while target awards are available for
achieving 50th percentile TSR performance.
For the 39 month performance cycle ended on December 31, 1994, Ahmanson's
relative TSR performance equalled approximately the 44th percentile of the
group. This performance resulted in a formula payout equal to approximately 70
percent of the target opportunity, subject to reduction at the discretion of
the Compensation Committee. As provided in the Executive Long-Term Incentive
Plan, half of this payout was made in the form of stock options granted in
February 1995. Pursuant to amendments to the Executive Long-Term Incentive Plan
in 1994, the timing of grants of stock options was changed from the end to the
beginning of the performance measurement period. In December 1994 target cash
awards were established and stock options were granted for the performance
measurement period beginning January 1, 1995. The table captioned "Options
Granted in Last Fiscal Year" reflects both the December 1994 and February 1995
grants under the Executive Long-Term Incentive Plan.
CEO COMPENSATION
Effective October 1, 1994 Mr. Rinehart's salary was raised from $700,000 to
$760,000 (an increase of 8.6 percent). In determining the adjustment to Mr.
Rinehart's salary, the Committee took into consideration Mr. Rinehart's
considerable efforts to position Ahmanson for future success, his assumption of
the role of Chief Executive Officer and competitive data for comparable
positions provided by SCA. Based on the competitive data, the increase in Mr.
Rinehart's salary establishes his base compensation approximately 6 percent
below the market median for comparable positions.
For the 15 month performance measurement period ending on December 31, 1994,
Mr. Rinehart received a payment under Ahmanson's annual incentive plan of
$577,438, or approximately 81 percent of his
18
target opportunity. This amount was entirely formula-based. In determining not
to reduce Mr. Rinehart's annual incentive award from the formula-based amount,
the Committee took into consideration his successful and smooth transition to
the CEO role and his significant contributions to the financial and strategic
actions taken to position Ahmanson for future success.
For the 39 month performance measurement period ending on December 31, 1994,
Mr. Rinehart received an award payment under Ahmanson's long-term incentive
plan of $882,010 (70 percent of the target award) representing the amount
generated by the plan formula based on Ahmanson's relative TSR performance over
the period. Consistent with other plan participants, one-half of Mr. Rinehart's
long-term incentive payment was provided in the form of a ten-year stock
option, with an exercise price equal to the market price of Ahmanson's stock as
of the date of grant. The translation of Mr. Rinehart's long-term incentive
award payment into a stock option was determined by a formula provided by SCA
(which formula resulted in fewer options being granted than if the Black-
Scholes option valuation model were used) that determines the cash-equivalent
value of a stock option on the date of grant and that resulted in a grant of an
option to purchase 63,270 shares.
Pursuant to amendments to the Executive Long-Term Incentive Plan in 1994, the
timing of grants of stock options was changed from the end to the beginning of
the performance measurement period. In December 1994 Mr. Rinehart was granted
an option to purchase 69,095 shares which, based on the formula provided by
SCA, is the cash-equivalent value of half of Mr. Rinehart's target award for
the three-year performance period commencing January 1, 1995.
The foregoing report has been approved by the following members of the
Committee.
Byron Allumbaugh
Richard M. Bressler
Delia M. Reyes
Elizabeth A. Sanders
Arthur W. Schmutz
William D. Schulte
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Ahmanson
specifically incorporates this information by reference and shall not otherwise
be deemed filed under such Acts.
19
STOCKHOLDER RETURN PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG S&P BANKS COMPOSITE INDEX, S&P 500 INDEX,
LARGE SAVINGS INSTITUTIONS-WEIGHTED,
H.F. AHMANSON & CO. AND LARGE SAVINGS INSTITUTIONS-UNWEIGHTED
S&P Banks Large Savings Large Savings
Measurement period Composite S&P 500 Institutions- Institutions-
(Fiscal year Covered) Index Index Weighted HF Ahmanson Unweighted
-------------------------------------------------------------------------------------------------------------------------
Measurement PT-
12/31/89 $100 $100 $100 $100 $100
FYE 12/31/90 $ 71 $ 97 $ 61 $ 75 $ 34
FYE 12/31/91 $116 $126 $122 $101 $ 46
FYE 12/31/92 $153 $136 $136 $119 $ 54
FYE 12/31/93 $168 $150 $147 $127 $ 70
FYE 12/31/94 $160 $152 $126 $109 $ 94
ASSUMES $100 INVESTED ON DECEMBER 31, 1989 IN THE STOCK OF H.F.
AHMANSON & COMPANY, THE S&P INDICES, OTHER LARGE SAVINGS
INSTITUTIONS (WEIGHTED BY MARKET CAPITALIZATION) AND OTHER LARGE
SAVINGS INSTITUTIONS (UNWEIGHTED). TOTAL RETURN ASSUMES
REINVESTMENT OF DIVIDENDS.
The cumulative total return shown on the performance graph indicates
historical results only and is not necessarily indicative of future results.
The above stock performance graph illustrates Ahmanson's performance in
total stockholder return over the period December 31, 1989 through December
31, 1994 relative to several external indices, including:
(1) the Standard & Poors 500 Index;
(2) the Standard & Poors Banks Composite Index;
(3) a peer group of other major publicly-traded savings institutions in
existence as of December 31, 1989, weighted annually by market
capitalization (shares outstanding multiplied by stock price);/1/
(4) the above peer group without adjustment for market capitalization
(i.e., with each institution weighted equally).
Each line on the stock performance graph assumes that $100 was invested in
Ahmanson's Common Stock and the respective indices on December 31, 1989. The
graph then tracks the value of these investments, assuming reinvestment of
dividends, through December 31, 1994.
--------
/1/ This index includes CalFed, Inc., Coast Savings Financial, Inc.,
Columbia Savings & Loan Association, CrossLand Savings, FSB, Dime Savings Bank
of New York, First Federal of Michigan, Gibraltar Financial Corp., GlenFed
Inc., Golden West Financial Corporation, Great Western Financial Corporation,
HomeFed Corporation and Meritor Savings Bank.
20
Comparison of Ahmanson against the Standard & Poors 500 Index and the
Standard & Poors Banks Composite Index is provided pursuant to SEC disclosure
regulations. Comparison of Ahmanson against the third index (i.e., the peer
group of other major publicly-traded savings institutions weighted for market
capitalization at the beginning of each year presented) is included because
peer group information has been used to determine executive compensation in
prior years and SEC regulations require peer group information to be weighted.
Comparison of Ahmanson against the fourth index (i.e., the peer group without
adjustment for market capitalization) is included because, in the opinion of
Ahmanson, it represents a more meaningful comparison than the weighted peer
group. Weighting the comparison of Ahmanson's performance against other major
publicly-traded savings institutions by market capitalization serves to
understate the relative performance of Ahmanson by minimizing the impact of
those institutions which either failed or experienced a precipitous decline in
stock price during the measurement period. Specifically, 35.8 percent of the
market capitalization of the index as of December 31, 1989 consisted of
organizations which either performed poorly or failed over the 1990 to 1994
period. In contrast, these organizations represented only 26.5 percent of the
market capitalization of the index by year-end 1994.
The stock performance graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that Ahmanson specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
PROPOSAL TO APPROVE AMENDMENT OF
AHMANSON'S PERFORMANCE-BASED EXECUTIVE SHORT-TERM INCENTIVE PLAN
The Compensation Committee has amended, and the Board of Directors has
approved and recommended for stockholder approval, an amendment to Ahmanson's
Executive Short-Term Incentive Plan (the "Plan"). The amendment adds additional
objective performance measures from which the Compensation Committee may select
in establishing performance goals. The amendment is effective January 1, 1995
subject to stockholder approval. The Plan was approved by Ahmanson's
stockholders in 1994 in order to qualify the Plan under Section 162(m) of the
Internal Revenue Code.
The Board of Directors believes the Compensation Committee should have the
flexibility to make awards to executive officers and other key employees to
recognize individual performance. However, under Section 162(m) of the Internal
Revenue Code as enacted by OBRA, tax deductions would not be available to
Ahmanson for awards made to certain executive officers to the extent that any
such executive officer's total annual compensation exceeds $1 million unless
the awards are made pursuant to a plan which, among other things, is approved
by Ahmanson's stockholders.
Key management employees of Ahmanson and its subsidiaries who are designated
by the Compensation Committee are eligible to participate in the Plan.
Participants are assigned a target award opportunity expressed as a percentage
of base annual salary. The maximum cash award that may be paid to any
participant under the Plan for a plan year is $2 million. There are currently
approximately 400 officers eligible to participate in the Plan.
Awards under the Plan generally will be paid in cash. The Compensation
Committee will have no discretion to increase the award amounts intended to
qualify for the exclusion from the $1 million limitation on deductible
compensation under Section 162(m). However, the actual award earned is subject
to reduction at the discretion of the Compensation Committee based upon an
assessment of the participant's performance, the performance of the business
unit or organizational area of Ahmanson and its subsidiaries that directly
employs the participant and the performance of Ahmanson and its subsidiaries in
areas not adequately
21
reflected in the objective measures previously determined by the Compensation
Committee. The Compensation Committee may, in its discretion, determine not to
pay awards under the Plan if Home Savings' core capital is below the level
mandated by law. The amount that will be paid under the Plan to any one
participant in the future is indeterminable. The amounts that were paid under
the Plan for the 15-month period ending December 31, 1994 are set forth in the
following table.
EXECUTIVE SHORT-TERM INCENTIVE PLAN
NAME AND POSITION DOLLAR VALUE
----------------- ------------
Charles R. Rinehart
Chairman of the Board and Chief Executive Officer........... $ 577,438
Fredric J. Forster
President and Chief Operating Officer....................... 305,996
Kevin M. Twomey
Senior Executive Vice President and Chief Financial Officer. 201,944
George G. Gregory
Executive Vice President, General Counsel and Secretary..... 146,308
George Miranda
First Vice President and Principal Accounting Officer....... 88,412
Executive officers as a group................................ 1,320,098
Non-executive officer directors as a group................... --
Non-executive officer employees as a group................... 5,230,393
The Compensation Committee must certify in writing that an applicable
performance objective was satisfied before the payment of the related award.
The Compensation Committee may from time to time pay annual bonuses based upon
other criteria, but such bonuses would not qualify for the exclusion from the
$1 million limitation on deductible compensation under Section 162(m).
The actual award earned by a participant will be based on objective measures
determined by the Compensation Committee before each plan year or thereafter if
permitted by proposed or final federal tax regulations and if the outcome of
the performance goals are substantially uncertain. The Plan as approved by
Ahmanson's stockholders in 1994 permits the Compensation Committee to use any
or all of the following criteria: actual company performance versus budgeted
earnings per share, return on assets, return on equity, general and
administrative expenses or market penetration. The amendment proposed for
stockholder approval adds additional objective criteria from the which the
Compensation Committee may base awards. As amended, the available criteria,
which may be determined on an absolute basis or relative to other companies,
are: earnings per share, return on assets, return on equity, general and
administrative expenses, market penetration, stockholder return, cash flow,
debt reduction, net income, control over nonperforming assets, control over
interest margins, government regulatory ratings, customer satisfaction and
implementation of strategies for cost reduction, income generation and/or
market penetration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSAL.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors of Ahmanson was not aware of any matters which would be presented for
action at the Annual Meeting other than those specifically identified in the
Notice of Annual Meeting accompanying this Proxy Statement. Should any other
matters come before the meeting, action may be taken thereon pursuant to the
proxies in the form enclosed, which confer discretionary authority on the
persons named therein or their substitutes with respect to such matters.
22
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP ("Peat Marwick"), the independent certified public
accountants for Ahmanson and its subsidiaries in 1994, have been selected by
the Board of Directors to continue to serve Ahmanson in that capacity for 1995.
Representatives of Peat Marwick are expected to be present at the Annual
Meeting of Stockholders to make a statement should they desire to do so and
will be available to respond to appropriate questions which may be asked by
stockholders.
Peat Marwick performs both audit and non-audit professional services for and
on behalf of Ahmanson and its subsidiaries. During 1994 the audit services
included examination of the consolidated financial statements of Ahmanson,
examination of the financial statements of subsidiaries of Ahmanson and a
review of certain filings with the Securities and Exchange Commission and other
regulatory agencies.
STOCKHOLDER PROPOSAL FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS
Any eligible stockholder of Ahmanson wishing to have a proposal considered
for inclusion in Ahmanson's 1996 proxy solicitation materials must set forth
such proposal in writing and file it with the Secretary of Ahmanson on or
before December 1, 1995. The Board of Directors of Ahmanson will review new
proposals received by that date from eligible stockholders and will determine
whether such proposals will be included in its 1996 proxy solicitation
materials. Generally a stockholder is eligible to present proposals if such
stockholder has been for at least one year the record or beneficial owner of at
least one percent or $1,000 in market value of securities entitled to be voted
at the 1996 Annual Meeting of Stockholders and such stockholder continues to
own such securities through the date on which the meeting is held.
23
H. F. AHMANSON & COMPANY
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement, each dated March 31, 1995, and hereby appoints
Byron Allumbaugh, Richard M. Bressler, Lodwrick M. Cook and Charles
R. Rinehart, and each of them, acting by a majority or by one of them
P if only one is acting, with power of substitution, the agent and proxy
of the undersigned to vote the shares of common stock of H. F. Ahmanson
R & Company, a Delaware corporation ("Ahmanson"), standing in the
name of the undersigned at the Annual Meeting of Stockholders to be held
O on May 9, 1995, and at any adjournment or postponement thereof, with
respect to the following:
X
1. Election of directors: (change of address/comments)
Y Nominees--William H. Ahmanson, ___________________________
Byron Allumbaugh, Richard M. Bressler, ___________________________
Lodwrick M. Cook, Fredric J. Forster, ___________________________
Delia M. Reyes, Charles R. Rinehart, ___________________________
Elizabeth Sanders, Arthur W. Schmutz ___________________________
and William D. Schulte. ___________________________
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card.)
THIS PROXY WILL BE VOTED AS DIRECTED ON SEE REVERSE
THE REVERSE SIDE. IN THE ABSENCE OF ANY SIDE
DIRECTION, THIS PROXY WILL BE VOTED FOR
THE NOMINEES FOR DIRECTOR NAMED ABOVE
AND FOR PROPOSAL 2.
[X] Please mark your 1144
votes as in this
example
--------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Directors and proposal 2.
--------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Directors [ ] [ ]
(see reverse)
For, except vote withheld from the
following nominee(s):
____________________________________
FOR AGAINST ABSTAIN
2. To consider and vote upon a proposal to [ ] [ ] [ ]
approve amendment of Ahmanson's Executive
Short-Term Incentive Plan.
3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before such meeting or any adjournment
thereof.
-------------------------------------------------------------------------------
Change [ ]
of
Address/
Comments
SIGNATURE(S)___________________________________________ DATE:_______________
NOTE: Please sign exactly as name appears above. Joint owners should each sign.
Fiduciaries should add their full title to their signature. Corporations
should sign in full corporate name by an authorized officer. Partnerships
should sign in partnership name by an authorized person.
H.F. AHMANSON & COMPANY
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement, each dated March 31, 1995, and hereby appoints
Byron Allumbaugh, Richard M. Bressler, Lodwrick M. Cook and Charles
R. Rinehart, and each of them, acting by a majority or by one of them
P if only one is acting, with power of substitution, the agent and proxy
of the undersigned to vote the shares of common stock of H.F. Ahmanson
R & Company, a Delaware corporation ("Ahmanson"), standing in the
name of the undersigned at the Annual Meeting of Stockholders to be held
O on May 9, 1995, and at any adjournment or postponement thereof, with
respect to the following:
X
1. Election of directors: (change of address/comments)
Y Nominees--William H. Ahmanson, ___________________________
Byron Allumbaugh, Richard M. Bressler, ___________________________
Lodwrick M. Cook, Fredric J. Forster, ___________________________
Delia M. Reyes, Charles R. Rinehart, ___________________________
Elizabeth Sanders, Arthur W. Schmutz ___________________________
and William D. Schulte. ___________________________
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card.)
THIS PROXY WILL BE VOTED AS DIRECTED ON SEE REVERSE
THE REVERSE SIDE. IN THE ABSENCE OF ANY SIDE
DIRECTION, THIS PROXY WILL BE VOTED FOR
THE NOMINEES FOR DIRECTOR NAMED ABOVE
AND FOR PROPOSAL 2.
[X] Please mark your 1951
votes as in this
example
--------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Directors and proposal 2.
--------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Directors [ ] [ ]
(see reverse)
For, except vote withheld from the
following nominee(s):
____________________________________
FOR AGAINST ABSTAIN
2. To consider and vote upon a proposal to [ ] [ ] [ ]
approve amendment of Ahmanson's Executive
Short-Term Incentive Plan.
3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before such meeting or any adjournment
thereof.
-------------------------------------------------------------------------------
Change [ ]
of
Address/
Comments
SIGNATURE(S)___________________________________________ DATE:_______________
NOTE: Please sign exactly as name appears above. Joint owners should each sign.
Fiduciaries should add their full title to their signature. Corporations
should sign in full corporate name by an authorized officer. Partnerships
should sign in partnership name by an authorized person.