AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1997
REGISTRATION NO. 333-19711
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREAT WESTERN FINANCIAL
CORPORATION DELAWARE 95-1913457
GREAT WESTERN FINANCIAL TRUST II
GREAT WESTERN FINANCIAL TRUST III DELAWARE APPLIED FOR
(EXACT NAME OF REGISTRANT (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
--------------
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 775-3411
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
--------------
J. LANCE ERIKSON, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GREAT WESTERN FINANCIAL CORPORATION
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 775-3411
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
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Debt Securities.................... (1)(2) NA
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Preferred Stock ($1.00 par value).. (1)(3) NA
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Depositary Shares.................. (1)(3)(4) NA
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Common Stock ($1.00 par value)..... (1)(5) NA
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Preferred Securities of Great
Western Financial Trust II........ (1)(6) NA
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Guarantee of Preferred Securities of
Great Western Financial Trust II.. (1)(7) NA
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Preferred Securities of Great
Western Financial Trust III....... (1)(8) NA
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Guarantee of Preferred Securities of
Great Western Financial
Trust III......................... (1)(9) NA
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Securities Warrants................ (1)(10) NA
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Total.............................. $650,330,000 $100(11)
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(footnotes on following page)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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(footnotes from preceding page)
(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $650,330,000 (or
its equivalent in foreign currency) or, if any Debt Securities are issued
with original issue discount, such greater amount as shall result in an
aggregate offering price of $650,330,000 (or its equivalent in foreign
currency). Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder.
(2) Subject to Footnote (1), there is being registered hereunder an
indeterminate principal amount of Debt Securities (which may be senior or
subordinated). Without limiting the generality of the forgoing,
Subordinated Debt Securities may be issued and sold to Great Western
Financial Trust II or Great Western Financial Trust III, in which event
such Subordinated Debt Securities may later be distributed to the holders
of Preferred Securities upon a dissolution of Great Western Financial
Trust II or Great Western Financial Trust III, as the case may be.
(3) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of shares of Preferred Stock (par value $1.00 per
share) as may be sold, from time to time, by Great Western Financial
Corporation ("GWFC"). There is also being registered hereunder an
indeterminate number of shares of Preferred Stock and Depositary Shares
as shall be issuable upon conversion of Debt Securities registered
hereby.
(4) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of Depositary Shares to be issued pursuant to one or
more Deposit Agreements. In the event GWFC elects to offer to the public
fractional interests in shares of the Preferred Stock registered
hereunder, Depositary Receipts will be distributed to those persons
purchasing such fractional interests, and the shares of Preferred Stock
will be issued to the Depositary under any such Deposit Agreement.
(5) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time
to time, by GWFC (including Rights appurtenant thereto). There is also
being registered hereunder an indeterminate number of shares of Common
Stock (including Rights appurtenant thereto) as shall be issuable upon
conversion of the Preferred Stock or Debt Securities registered hereby.
(6) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of Preferred Securities as may be sold, from time to
time, by Great Western Financial Trust II.
(7) Includes the rights of holders of the Preferred Securities of Great
Western Financial Trust II under its Guarantee and the obligations of
GWFC with respect to such Preferred Securities under the Amended and
Restated Declaration of Trust included herein as Exhibit 4.15 and the
Third Supplemental Indenture included herein as Exhibit 4.13. No separate
consideration will be received for such Guarantee. The obligations of
GWFC under the Debt Securities held by Great Western Financial Trust II,
the Third Supplemental Indenture (including certain back-up undertakings
comprised of obligations of GWFC for certain costs, expenses, debts and
liabilities of Great Western Financial Trust II), the Amended and
Restated Declaration of Trust and the Guarantee, when taken together,
will provide a full and unconditional guarantee, on a subordinated basis,
by GWFC of the Preferred Securities of Great Western Financial Trust II.
(8) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of Preferred Securities as may be sold, from time to
time, by Great Western Financial Trust III.
(9) Includes the rights of holders of the Preferred Securities of Great
Western Financial Trust III under its Guarantee and the obligations of
GWFC with respect to such Preferred Securities under the Amended and
Restated Declaration of Trust to be included herein as Exhibit 4.18 and
the Fourth Supplemental Indenture to be included herein as Exhibit 4.21.
No separate consideration will be received for such Guarantee. The
obligations of GWFC under the Debt Securities held by Great Western
Financial Trust III, the Fourth Supplemental Indenture (including certain
back-up undertakings comprised of obligations of GWFC for certain costs,
expenses, debts and liabilities of Great Western Financial Trust III),
the Amended and Restated Declaration of Trust and the Guarantee, when
taken together, will provide a full and unconditional guarantee, on a
subordinated basis, by GWFC of the Preferred Securities of Great Western
Financial Trust III.
(10) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of Senior Debt Securities Warrants, Subordinated
Debt Securities Warrants, Preferred Stock Warrants, Depositary Shares
Warrants and Common Stock Warrants representing rights to purchase Senior
Debt Securities, Subordinated Debt Securities, Preferred Stock,
Depositary Shares and Common Stock, respectively, registered pursuant to
this Registration Statement.
(11) Previously paid. Calculated pursuant to Rule 457(o) of the rules and
regulations under the Securities Act of 1933, as amended. Includes
$650,000,000 aggregate amount of Securities which were previously
registered under Great Western Financial Corporation's Registration
Statements on Form S-3 (Registration Nos. 33-60206 and 33-63057). The
registration statement fee specified in the table has been computed on
the basis of $330,000 aggregate amount of Securities registered hereby,
prior to including the previously registered and unsold Securities
referred to above.
THIS REGISTRATION STATEMENT INCLUDES $650,000,000 AGGREGATE AMOUNT OF
SECURITIES WHICH WERE PREVIOUSLY REGISTERED UNDER GREAT WESTERN FINANCIAL
CORPORATION'S REGISTRATION STATEMENTS ON FORM S-3 (33-60206 AND 33-63057) AND
REMAIN UNSOLD AS OF THE DATE HEREOF. AS PERMITTED BY RULE 429, THE PROSPECTUS
WITH RESPECT TO THIS REGISTRATION STATEMENT ALSO RELATES TO THE PREVIOUSLY
UNSOLD SECURITIES COVERED HEREBY. GREAT WESTERN FINANCIAL TRUST I WAS A
REGISTRANT UNDER REGISTRATION STATEMENT NO. 33-63057. NO ADDITIONAL SECURITIES
WILL BE SOLD BY GREAT WESTERN FINANCIAL TRUST I UNDER THAT REGISTRATION
STATEMENT.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JANUARY 21, 1997
PROSPECTUS
[LOGO of GREAT WESTERN FINANCIAL CORPORATION]
GREAT WESTERN FINANCIAL TRUST II
GREAT WESTERN FINANCIAL TRUST III
SECURITIES
Great Western Financial Corporation (the "Company") may offer from time to
time, in one or more series, its unsecured senior debt securities (the "Senior
Debt Securities"), warrants to purchase Senior Debt Securities (the "Senior
Debt Securities Warrants"), its unsecured subordinated debt securities (the
"Subordinated Debt Securities"), warrants to purchase Subordinated Debt
Securities (the "Subordinated Debt Securities Warrants"), shares of its
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), warrants to
purchase Preferred Stock (the "Preferred Stock Warrants"), Depositary Shares
(as defined below), warrants to purchase Depositary Shares (the "Depositary
Shares Warrants"), shares of its Common Stock, par value $1.00 per share (the
"Common Stock"), and warrants to purchase Common Stock (the "Common Stock
Warrants," and with the Senior Debt Securities Warrants, the Subordinated Debt
Securities Warrants, the Preferred Stock Warrants and the Depositary Shares
Warrants, being collectively referred to herein as the "Securities Warrants").
Great Western Financial Trust II and Great Western Financial Trust III (each
referred to herein individually as the "Trust") may offer preferred securities
representing undivided beneficial interests in the assets of the Trust (the
"Preferred Securities"). The payment of periodic cash distributions with
respect to the Preferred Securities out of moneys held by the Trust and
payments on liquidation, redemption or otherwise with respect to the Preferred
Securities, will be guaranteed by the Company to the extent described herein
(the "Guarantee"). The Company's obligations under the Guarantee, taken
together with its obligations under the Subordinated Debt Securities issued to
the Trust, the Subordinated Indenture (as defined) (including certain back-up
undertakings comprised of obligations of the Company for certain costs,
expenses, debts and liabilities of the Trust) and the Declaration (as defined),
will provide a full and unconditional guarantee on a subordinated basis by the
Company of payments due on the Preferred Securities issued by the Trust. The
Senior Debt Securities, the Subordinated Debt Securities, the Preferred Stock,
the Common Stock, the Securities Warrants, the Preferred Securities and the
Guarantee are collectively referred to herein as the "Securities." Securities
will have an aggregate offering price of $650,330,000 and will be offered on
terms to be determined at the time of offering.
In the case of Senior Debt Securities or Subordinated Debt Securities
(collectively, the "Debt Securities"), the specific title, the aggregate
principal amount, the purchase price, the maturity, the rate (or method of
calculation) and time of payment of any interest, if any, the right of the
Company, if any, to defer payment of interest on the Debt Securities and the
maximum length of such deferral period, any redemption or sinking fund
provisions, any conversion provisions and any other specific term of the Debt
Securities will be set forth in the accompanying supplement to this Prospectus
(the "Prospectus Supplement"). In the case of Preferred Stock, the specific
number of shares, designation, stated value per share, liquidation preference
per share, issuance price, dividend rate (or method of calculation), dividend
payment dates, any redemption or sinking fund provisions, any conversion rights
and other specific terms of the series of Preferred Stock will be set forth in
the accompanying Prospectus Supplement. In addition, the Prospectus Supplement
will describe whether interests in the Preferred Stock will be represented by
depositary shares (the "Depositary Shares") evidenced by depositary receipts.
In the case of Common Stock, the specific number of shares and issuance price
per share will be set forth in the accompanying Prospectus Supplement. In the
case of Securities Warrants, the duration, offering price, exercise price and
detachability, if applicable, will be set forth in the accompanying Prospectus
Supplement. In the case of Preferred Securities, the designation, number of
securities, liquidation preference per security, purchase price, distribution
rate (or method of calculation thereof), dates on which distributions shall be
payable and dates from which distributions shall accrue, any voting rights,
terms for any conversion or exchange into other securities, any redemption,
exchange or sinking fund provisions and any other rights, preferences,
privileges, limitations or restrictions related to the Preferred Securities and
the terms upon which the proceeds of the sale of the Preferred Securities shall
be used to purchase Subordinated Debt Securities of the Company will be set
forth in the accompanying Prospectus Supplement. The Prospectus Supplement will
also disclose whether the Securities will be listed on a national securities
exchange and if they are not to be listed, the possible effects thereof on
their marketability.
Securities may be sold directly, through agents from time to time or through
underwriters and/or dealers. If any agent of the Company or the Trust or any
underwriter is involved in the sale of the Securities, the name of such agent
or underwriter and any applicable commission or discount will be set forth in
the accompanying Prospectus Supplement. See "Plan of Distribution."
The Senior Debt Securities, if issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt
Securities, if issued, will be unsecured and subordinated to all present and
future Senior Indebtedness (as defined) of the Company. See "Description of
Debt Securities."
THE SECURITIES WILL NOT BE SAVINGS ACCOUNTS OR DEPOSITS AND WILL NOT BE
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
, 1997
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT HERETO.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at Room 1024 of
the offices of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should be available for inspection and copying at
the regional offices of the Commission located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the principal offices of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates or may be
examined without charge at the offices of the Commission, or accessed through
the Commission's Internet address at http://www.sec.gov. Reports, proxy
materials and other information concerning the Company may also be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, at the office of the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104, and at the offices of The International Stock
Exchange of the United Kingdom and the Republic of Ireland.
No separate financial statements of the Trust have been included herein. The
Company does not consider that such financial statements would be material to
holders of the Preferred Securities because (i) all of the voting securities
of the Trust will be owned directly or indirectly by the Company, a reporting
company under the Exchange Act, (ii) the Trust has no independent operations
but exists for the sole purpose of issuing securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in Subordinated Debt Securities issued by the Company, and (iii) taken
together, the obligations of the Company under the Declaration, the Guarantee,
the Subordinated Indenture and the Subordinated Debt Securities (each as
defined herein) provide a full, irrevocable and unconditional guarantee of the
obligations of the Trust under the Trust Securities (as defined herein) on a
subordinated basis. For financial statement purposes, the Trust will be
consolidated with the Company. See "Description of Debt Securities--Particular
Terms of the Subordinated Debt Securities Issued to the Trust" and
"Description of Guarantee."
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act of 1933, as amended, and reference is
hereby made to such Registration Statement, including the exhibits thereto.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company filed with the Commission: (1) Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (2) Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
(3) Current Report on Form 8-K, event date December 2, 1996 and (4) all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
2
herein, in a Prospectus Supplement or in any subsequently filed document which
is incorporated by reference herein modifies or supersedes such statements.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all the foregoing
documents incorporated by reference herein, including exhibits specifically
incorporated by reference in such documents but excluding all other exhibits
to such documents. Requests should be made to the Corporate Secretary of the
Company at 9200 Oakland Avenue, Chatsworth, California 91311, telephone number
(818) 775-3411.
3
THE COMPANY
GENERAL
The Company is a savings and loan holding company organized in 1955 under
the laws of the State of Delaware. The principal assets of the Company are the
capital stock of Great Western Bank, a Federal Savings Bank ("GWB") and
Aristar, Inc. ("Aristar"). GWB is a federally chartered stock savings bank.
GWB conducts most of its retail banking through approximately 416 offices
located primarily in California and Florida. Real estate lending operations
are conducted directly by GWB or by direct subsidiaries through approximately
225 offices in 27 states with concentration in California, Florida and
Washington. Directly or through its subsidiaries, GWB also engages in mortgage
banking and other related financial services. Aristar conducts consumer
finance operations through 506 offices in 24 states, most of which operate
principally under the names Blazer Financial Services or City Finance and
provide direct installment loans and related credit insurance services and
purchase retail installment contracts. At September 30, 1996, the Company had
consolidated total assets of approximately $43.5 billion.
GWB is regulated by the Office of Thrift Supervision ("OTS") and the Federal
Deposit Insurance Corporation ("FDIC") which, through the Savings Association
Insurance Fund, insures the deposit accounts of savings associations. GWB is a
member of the Federal Home Loan Bank of San Francisco, which is one of several
regional banks for federally insured savings institutions comprising the
Federal Home Loan Bank System. GWB is further subject to certain regulations
of the Board of Governors of the Federal Reserve System governing reserves
required to be maintained against deposits and other matters.
The Company is a legal entity separate and distinct from GWB. The principal
source of the Company's revenues on an unconsolidated basis has been
dividends, interest and management fees from GWB. Various statutory and
regulatory restrictions and tax considerations, however, can limit, directly
or indirectly, the amount of dividends, interest and management fees payable
by GWB. Dividends from Aristar continue to be a source of revenue to the
Company.
The operations of savings associations such as GWB are significantly
influenced by general economic conditions, the monetary and fiscal policies of
the federal government, and the policies of regulatory authorities, including
the Federal Reserve Board, the OTS and the FDIC. Deposit flows and costs of
funds are influenced by interest rates on competing investments and general
market rates of interest. The Company competes with commercial banks and other
financial intermediaries for funds. Lending and other investment activities
are affected by the demand for mortgage financing and consumer and other types
of loans, which in turn are affected by the interest rates at which such
financing may be offered and other factors affecting the supply of housing and
the availability of funds.
The Company from time to time engages in merger discussions with other
financial institutions and reviews various acquisition opportunities,
including transactions with governmental agencies. No assurances can be given
that the Company will complete any particular transaction.
The Company's executive offices are located at 9200 Oakdale Avenue,
Chatsworth, California 91311, and its telephone number is (818) 775-3411.
THE TRUST
The Trust is a statutory business trust formed under Delaware law pursuant
to (i) a declaration of trust (including, as applicable, any amendments
thereto, the "Declaration") executed by the Company, as sponsor for the Trust
(the "Sponsor"), and Trustees (as defined herein) of the Trust and (ii) the
filing of a certificate of trust with the Secretary of State of the State of
Delaware on January 10, 1997. The Trust exists for the exclusive purpose of
(i) issuing the Preferred Securities and common securities representing
undivided beneficial interests in the assets of the Trust (the "Common
Securities" and, together with the Preferred Securities, the "Trust
4
Securities"), (ii) investing the gross proceeds from the sale of the Trust
Securities in Subordinated Debt Securities of the Company and (iii) engaging
in only those other activities necessary or incidental thereto. All of the
Common Securities will be directly or indirectly owned by the Company. The
Common Securities will rank pari passu, and payments will be made thereon pro
rata, with the Preferred Securities, except that, upon an event of default
under the Declaration, the rights of the holders of the Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the
Preferred Securities. The Company will directly or indirectly acquire Common
Securities in an aggregate liquidation amount equal to 3% of the total capital
of the Trust. The Trust has a term of approximately 55 years but may terminate
earlier, as provided in the Declaration.
The Trust's business and affairs will be conducted by the trustees (the
"Trustees") appointed by the Company as the direct or indirect holder of all
the Common Securities. The holder of the Common Securities will be entitled to
appoint, remove or replace any of, or increase or reduce the number of, the
Trustees of the Trust. The duties and obligations of the Trustees shall be
governed by the Declaration. At least one of the Trustees of the Trust will be
persons who are employees or officers of, or who are affiliated with, the
Company (the "Regular Trustees"). One Trustee of the Trust will be either a
natural person who is a resident of the State of Delaware or an entity which
has its principal place of business in the State of Delaware (the "Delaware
Trustee"). A financial institution that is not affiliated with the Company and
has a specified minimum amount of aggregate capital and surplus of not less
than $50,000,000 shall act as property trustee and as indenture trustee for
the purposes of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pursuant to the terms set forth in a Prospectus Supplement
(the "Property Trustee"). The Property Trustee will be the only trustee of the
Trust that will be a trustee for purposes of the Trust Indenture Act. The
Company will pay all debts and obligations of the Trust (other than with
respect to Trust Securities) and all fees and expenses related to the Trust
and the offering of the Trust Securities. The initial Delaware Trustee for the
Trust is First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware
19801. The initial Property Trustee is The First National Bank of Chicago, One
First National Plaza, Suite 0126, Chicago, Illinois 60670-0126. The address
for the Trust is c/o Great Western Financial Corporation, the Sponsor of the
Trust, at the Company's corporate headquarters at 9200 Oakdale Avenue,
Chatsworth, California 91311.
USE OF PROCEEDS
Except as otherwise disclosed in the accompanying Prospectus Supplement, the
net proceeds from the sale of the Securities by the Company (including the
sale of any Subordinated Debt Securities to the Trust) are intended to be used
for general corporate purposes, which may include lending and investment
activities, repayment or purchase of outstanding debt, investments in or
extensions of credit to subsidiaries or development of new business. The Trust
will use all proceeds received from the sale of Trust Securities to purchase
Subordinated Debt Securities from the Company.
5
SELECTED FINANCIAL DATA
The following table sets forth selected financial and other data for the
Company and its consolidated subsidiaries for the periods indicated. Such
information is qualified in its entirety by the more detailed financial
information set forth in the financial statements and the notes thereto
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
AT OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
SUMMARY OF OPERATIONS
Interest income......... $ 3,238,711 $ 2,629,718 $ 2,680,784 $ 3,091,093 $ 3,718,796
Interest expense........ 1,936,582 1,307,448 1,297,930 1,668,731 2,453,540
----------- ----------- ----------- ----------- -----------
Net interest income..... 1,302,129 1,322,270 1,382,854 1,422,362 1,265,256
Provision for loan
losses................. 187,700 207,200 463,000 420,000 149,900
----------- ----------- ----------- ----------- -----------
Net interest income
after provision for
loan losses............ 1,114,429 1,115,070 919,854 1,002,362 1,115,356
Other income............ 327,668 367,897 327,855 282,131 257,582
Noninterest expense..... 1,019,975 1,076,433 1,155,662 1,188,981 867,508
----------- ----------- ----------- ----------- -----------
Earnings before taxes on
income................. 422,122 406,534 92,047 95,512 505,430
Federal and state taxes
on income.............. 161,100 155,300 30,000 41,600 207,300
Accounting changes...... -- -- -- 31,094 --
----------- ----------- ----------- ----------- -----------
Net earnings............ $ 261,022 $ 251,234 $ 62,047 $ 85,006 $ 298,130
=========== =========== =========== =========== ===========
SUMMARY OF FINANCIAL
CONDITION
Cash and securities..... $ 2,186,876 $ 2,065,660 $ 1,846,780 $ 1,660,485 $ 1,397,529
Loans receivable and
mortgage-backed
securities............. 39,690,790 37,647,975 33,850,799 33,752,661 35,115,730
Real estate............. 217,112 256,967 434,077 1,153,383 1,123,043
Other assets............ 2,491,986 2,247,655 2,216,704 1,872,657 1,963,326
----------- ----------- ----------- ----------- -----------
Total assets............ $44,586,764 $42,218,257 $38,348,360 $38,439,186 $39,599,628
=========== =========== =========== =========== ===========
Deposits................ $29,234,928 $28,700,947 $31,531,563 $30,908,665 $30,570,368
Borrowings and
debentures............. 11,345,634 10,120,660 3,479,341 4,151,052 5,592,453
Other liabilities....... 1,083,726 912,864 914,055 929,735 1,115,747
Company-obligated
mandatorily redeemable
preferred securities of
the Company's
subsidiary trust,
holding solely
$103,092,800 aggregate
principal amount of
8.25% subordinated
deferrable interest
notes, due 2025, of the
Company................ 100,000 -- -- -- --
Stockholders' equity.... 2,822,476 2,483,786 2,423,401 2,449,734 2,321,060
----------- ----------- ----------- ----------- -----------
Total liabilities and
equity................. $44,586,764 $42,218,257 $38,348,360 $38,439,186 $39,599,628
=========== =========== =========== =========== ===========
PER COMMON SHARE DATA
Fully diluted earnings . $ 1.71 $ 1.69 $ .28 $ .53 $ 2.24
Dividends............... .92 .92 .92 .91 .87
6
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges and
the ratio of earnings to fixed charges and preferred stock dividends for the
Company for each of the periods indicated. Earnings represent earnings before
income taxes, accounting changes and fixed charges. Fixed charges, excluding
interest on deposits, represent other interest expense (including capitalized
interest) and one-third (the proportion deemed representative of the interest
factor) of rents. Fixed charges, including interest on deposits, represent all
interest expense (including capitalized interest) and one-third of rents.
YEAR ENDED DECEMBER 31,
------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Ratio of earnings to fixed charges:
Excluding interest on deposits..................... 1.56 2.05 1.23 1.26 1.96
Including interest on deposits..................... 1.21 1.30 1.07 1.05 1.20
Ratio of earnings to fixed charges and preferred
stock dividends:
Excluding interest on deposits..................... 1.48 1.85 1.13 1.17 1.92
Including interest on deposits..................... 1.19 1.27 1.04 1.04 1.19
DESCRIPTION OF DEBT SECURITIES
Senior Debt Securities may be issued from time to time in series under an
Indenture dated as of September 12, 1990, between the Company and First
Interstate Bank, Ltd., as amended and supplemented by a First Supplemental
Indenture, dated April 30, 1993 (as amended and supplemented, the "Senior
Indenture"), among the Company, First Interstate Bank, Ltd. and Citibank,
N.A., as Trustee (the "Senior Trustee"). Subordinated Debt Securities may be
issued from time to time in series under an Indenture dated as of September
12, 1990, as amended and supplemented by a First Supplemental Indenture, dated
April 30, 1993 and a Second Supplemental Indenture, dated December 6, 1995 (as
amended and supplemented, the "Subordinated Indenture"), between the Company
and Harris Trust and Savings Bank, as Trustee (the "Subordinated Trustee").
The Senior Indenture and the Subordinated Indenture are sometimes referred to
collectively as the "Indentures," and the Senior Trustee and the Subordinated
Trustee are sometimes referred to collectively as the "Indenture Trustees." As
used under this caption, unless the context otherwise requires, Offered Senior
Debt Securities, Offered Subordinated Debt Securities and Offered Debt
Securities shall mean the Senior Debt Securities, the Subordinated Debt
Securities and the Debt Securities, respectively, offered by this Prospectus
and the accompanying Prospectus Supplement. The statements under this caption
are summaries of the material general provisions contained in the Indentures,
do not purport to be complete and are qualified in their entirety by reference
to the Indentures, including the definition therein of certain terms, copies
of which are incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is a part. The following sets forth
material general terms and provisions of the Debt Securities. Further material
terms of the Offered Debt Securities will be summarized in the Prospectus
Supplement relating thereto.
GENERAL
Each Indenture provides for the issuance of Debt Securities in series, and
does not limit the principal amount of Debt Securities which may be issued
thereunder. The Debt Securities will not be savings accounts or deposits and
will not be insured by the Federal Deposit Insurance Corporation, the United
States or any agency or fund of the United States.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (1) the specific title of the Offered Debt
Securities; (2) whether the Offered Debt Securities are Senior Debt Securities
or Subordinated Debt Securities; (3) the aggregate principal amount of the
Offered Debt Securities; (4) the percentage of their principal amount at which
the Offered Debt Securities will be issued; (5) the date on
7
which the Offered Debt Securities will mature; (6) the rate or rates per annum
or the method for determining such rate or rates, if any, at which the Offered
Debt Securities will bear interest; (7) the times at which any such interest
will be payable; (8) any provisions relating to optional or mandatory
redemption of the Offered Debt Securities at the option of the Company or
pursuant to sinking fund or analogous provisions; (9) the denominations in
which the Offered Debt Securities are authorized to be issued; (10) any
provisions relating to the conversion or exchange of the Offered Debt
Securities into Common Stock, Preferred Stock or into Debt Securities of
another series; (11) whether the Offered Debt Securities are to be issued in
fully registered form without coupons or in bearer form with interest coupons
or both; (12) whether the Offered Debt Securities are denominated in United
States dollars or a foreign currency or units of two or more of such foreign
currencies and whether interest is payable in a currency other than the
currency in which the Offered Debt Securities are denominated; (13) the place
or places at which the Company will make payments of principal (and premium,
if any) and interest, if any, and the method of such payment; (14) whether the
Offered Debt Securities will be issued in whole or in part in global form;
(15) any additional covenants and Events of Default and the remedies with
respect thereto not currently set forth in the respective Indenture; and (16)
any other specific terms of the Offered Debt Securities.
The applicable Prospectus Supplement with respect to a series of Offered
Subordinated Debt Securities issued by the Company to the Trust will describe
the rights, if any, of the Company to defer payments of interest on the
Offered Subordinated Debt Securities by extending the interest payment period,
and the duration of any such extensions.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or bearing interest at a rate which at the
time of issuance is below market rates) to be sold at a substantial discount
below their stated principal amount. Tax and other special considerations
applicable to any such discounted Debt Securities will be described in the
Prospectus Supplement relating thereto.
STATUS OF SENIOR DEBT SECURITIES
The Senior Debt Securities will be unsecured and unsubordinated obligations
of the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company. However, since the Company is a
savings and loan holding company, the right of the Company, and hence the
right of creditors of the Company (including the holders of the Senior Debt
Securities), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is necessarily
subject to the prior claims of creditors of the subsidiary, except to the
extent that claims of the Company itself as a creditor of the subsidiary may
be recognized. In addition, dividends, loans and advances from certain
subsidiaries, including GWB, to the Company are subject to statutory and
regulatory restrictions and tax considerations.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The obligations of the Company pursuant to Subordinated Debt Securities will
be subordinate in right of payment to all Senior Indebtedness of the Company.
"Senior Indebtedness" of the Company is defined to mean the principal of, and
premium, if any, and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on (a) all indebtedness of the Company whether heretofore
or hereafter incurred (i) for borrowed money or (ii) incurred in connection
with the acquisition by the Company or a subsidiary of assets other than in
the ordinary course of business, for the payment of which the Company is
liable directly or indirectly by guarantee, letter of credit, obligation to
purchase or acquire or otherwise, or the payment of which is secured by a
lien, charge or encumbrance on assets acquired by the Company unless the terms
of the instrument evidencing such indebtedness or pursuant to which such
indebtedness is issued specifically provide that such indebtedness is not
superior in right of payment to the Subordinated Debt Securities, (b)
amendments, modifications, renewals, extensions and deferrals of any such
indebtedness, and (c) any indebtedness issued in exchange for any such
indebtedness. The Subordinated Indenture does not contain any limitations on
the amount of Senior Indebtedness which may be hereafter incurred by the
Company.
8
No payment pursuant to the Subordinated Debt Securities may be made unless
all amounts of principal (and premium, if any) and interest then due on all
Senior Indebtedness of the Company shall have been paid in full or if there
shall have occurred and be continuing beyond any applicable grace period a
default in any payment with respect to any such Senior Indebtedness, or if
there shall have occurred any event of default with respect to any Senior
Indebtedness permitting the holders thereof to accelerate the maturity
thereof, or if any judicial proceeding shall be pending with respect to any
such default. Upon any distribution of the assets of the Company upon
dissolution, winding-up, liquidation or reorganization, the holders of Senior
Indebtedness of the Company will be entitled to receive payment in full of
principal, premium, if any, and interest (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect) before any payment is made on the
Subordinated Debt Securities. By reason of such subordination, in the event of
insolvency of the Company, holders of Senior Indebtedness of the Company may
receive more, ratably, and holders of the Subordinated Debt Securities having
a claim pursuant to the Subordinated Debt Securities may receive less,
ratably, than the other creditors of the Company. Such subordination will not
prevent the occurrence of any Event of Default in respect of the Subordinated
Debt Securities.
The Prospectus Supplement relating to an issue of Subordinated Debt
Securities will set forth the aggregate amount of outstanding indebtedness as
of the most recent practicable date that by the terms of such Subordinated
Debt Securities will be senior to the Subordinated Debt Securities. The
Prospectus Supplement will also describe any limitations on the issuance of
additional Senior Indebtedness.
CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged for
or converted into shares of Common Stock, Preferred Stock or Debt Securities
of another series will be set forth in the Prospectus Supplement relating
thereto.
ABSENCE OF RESTRICTIVE COVENANTS
The Company is not restricted by the Indentures from paying dividends or
from incurring, assuming or becoming liable for any type of debt or other
obligations or, except as noted below, from creating liens on its property for
any purpose. The Indentures do not require the maintenance of any financial
ratios or specified levels of net worth or liquidity. Except as set forth in
the Indenture and described under the heading "Covenants for Debt Securities"
below, there are no provisions of the Indentures which afford holders of the
Debt Securities protection in the event of a highly leveraged transaction
involving the Company.
COVENANTS FOR DEBT SECURITIES
With respect to both the Senior Debt Securities and the Subordinated Debt
Securities, the Indentures contain the following covenants:
Limitations on Liens. The Company may not create, assume, incur or permit to
exist any indebtedness for borrowed money secured by a pledge, lien or other
encumbrance (except for certain liens specifically permitted by the
Indentures, including liens in favor of the United States or any state
thereof) on the Voting Stock (as defined in the Indentures) of GWB owned
directly or indirectly by the Company without making effective provision
whereby the outstanding Debt Securities will be secured equally and ratably
with such secured indebtedness, except that the foregoing shall not restrict
any such pledge, lien or other encumbrance if (i) GWB (having obtained any
necessary regulatory approval) has guaranteed payment of the principal of and
interest on the outstanding Debt Securities, or (ii) after giving effect to
such pledge, lien or other encumbrance, the Company will own directly or
indirectly more than 80% of the outstanding shares of the Voting Stock (except
for directors' qualifying shares) of GWB (which term includes any successor by
merger, assumption, conversion or otherwise) free of any such pledge, lien or
other encumbrance.
9
Limitations on Disposition of Voting Stock of, and Merger and Sale of Assets
by, GWB. The Company (which term includes any successor by merger, assumption
or otherwise) will own directly or indirectly more than 80% of the outstanding
shares of the Voting Stock (except for directors' qualifying shares) of GWB
(which term includes any successor by merger, assumption, conversion or
otherwise); except that the foregoing shall not restrict (i) any transfer
where the proceeds are invested, within 30 days of such transfer, in an 80%
owned subsidiary (including any corporation or other entity which upon such
investment becomes such a subsidiary) engaged principally in a savings,
banking or other depository institution business, (ii) any disposition in
exchange for (or in connection with which the Company becomes the owner of)
more than 80% of the stock of any savings, banking or other depository
institutions, or (iii) any transfer following a guarantee by GWB (having
obtained any necessary regulatory approval) of payment of the principal of and
interest on the outstanding Debt Securities.
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is defined
in each of the Indentures as being: (a) failure to pay principal of or any
premium on any Debt Security of that series when due; (b) failure to pay any
interest on any Debt Security of that series when due, continued for 30 days;
(c) failure to deposit any sinking fund payment when due, in respect of any
Debt Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of one or more series of Debt Securities other than
that series), continued for 60 days after written notice as provided in the
Indenture; (e) certain events of bankruptcy, insolvency, conservatorship,
receivership or reorganization of the Company; (f) a default under any
mortgage, indenture or instrument evidencing any indebtedness for borrowed
money by the Company (including the Indenture) resulting in an aggregate
principal amount exceeding $10,000,000 becoming or being declared due and
payable prior to its maturity date or constituting a failure to pay at
maturity an aggregate principal amount exceeding $10,000,000, unless such
acceleration has been rescinded or annulled or such indebtedness has been
discharged within 10 days after written notice to the Company by the Indenture
Trustee or Holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities declaring a default, or the Company is contesting
the validity of such default in good faith by appropriate proceedings; and (g)
any other Event of Default provided with respect to the Debt Securities of
that series.
If an Event of Default with respect to the outstanding Debt Securities of
any series occurs and is continuing, either the Indenture Trustee or the
Holders of at least 25% in aggregate principal amount of the outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are original issue discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all the outstanding Debt Securities of that series to be due and
payable immediately. At any time after the declaration of acceleration with
respect to the Debt Securities of any series has been made, but before a
judgment or decree based on acceleration has been obtained, the Holders of a
majority in aggregate principal amount of the outstanding Debt Securities of
that series may, under certain circumstances, rescind and annul such
acceleration.
The Indentures provide that, subject to the duty of the Indenture Trustee
during default to act with the required standard of care, the Indenture
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Indenture Trustee reasonable indemnity.
Subject to such provisions for the indemnification of the Indenture Trustee
and subject to certain limitations, the Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Indenture Trustee, or exercising any trust or
power conferred on the Indenture Trustee, with respect to the Debt Securities
of that series.
The Company is required to furnish to the Indenture Trustees annually a
statement as to the performance by the Company of certain of its obligations
under the Indentures and as to any default in such performance.
10
MODIFICATION AND WAIVER
Modifications and amendments of each of the Indentures may be made by the
Company and the respective Indenture Trustee without the consent of any
Holders to, among other things, (a) evidence the succession of another
corporation to the Company, (b) add to the covenants of the Company or
surrender any right or power conferred upon the Company, (c) cure any
ambiguity, correct or supplement any provision which may be defective or
inconsistent or make any other provisions, provided that such action does not
adversely affect the interests of the Holders of Debt Securities of any series
in any material respect, or (d) evidence and provide for a successor Indenture
Trustee.
Modifications and amendments of each of the Indentures may be made by the
Company and the respective Indenture Trustee with the consent of the Holders
of a majority in aggregate principal amount of the outstanding Debt Securities
of each series affected by such modifications or amendment; provided, however,
that no such modification or amendment may, without the consent of the Holder
of each outstanding Debt Security affected thereby, (a) change the stated
maturity date of the principal of, or any installment of principal of or
interest, if any, on any Debt Security, (b) reduce the principal amount of, or
premium or interest, if any, on any Debt Security, (c) reduce the amount of
principal of an original issue discount Debt Security payable upon
acceleration of the maturity thereof, (d) change the currency of payment of
the principal of, or premium or interest, if any, on any Debt Security, (e)
impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security, (f) in the case of Subordinated Debt
Securities, modify the subordination provisions in a manner adverse to the
Holders of the outstanding Subordinated Debt Securities, (g) modify the
conversion provisions, if any, of any Debt Security in a manner adverse to the
Holder of that Debt Security, or (h) reduce the percentage in principal amount
of the outstanding Debt Security of any series, the consent of whose Holders
is required for modification or amendment of that Indenture or for waiver of
compliance with certain provisions of that Indenture or for waiver of certain
defaults.
The Holders of a majority in aggregate principal amount of the outstanding
Debt Securities of each series may, on behalf of all Holders of the Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the
Indentures. The Holders of a majority in aggregate principal amount of the
outstanding Debt Securities of each series may, on behalf of all Holders of
the Debt Securities of that series, waive any past default under the
Indentures with respect to the Debt Securities of that series, except a
default in the payment of principal or premium or interest, if any, or a
default in respect of a covenant or provision which under the terms of the
Indentures cannot be modified or amended without the consent of the Holder of
each outstanding Debt Security of the series affected.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each of the Indentures provide that the Company, without the consent of the
Holders of any of the Debt Securities, may consolidate or merge with or into,
or transfer its assets substantially as an entirety to, any corporation
organized under the laws of the United States or any state, provided that the
successor corporation assumes the Company's obligations under the Indentures,
that after giving effect to the transaction no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default, shall
have occurred and be continuing, and that certain other conditions are met.
PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES ISSUED TO THE TRUST
In the event Subordinated Debt Securities are issued to the Trust (or a
Trustee of the Trust) in connection with the issuance of Trust Securities by
the Trust, such Subordinated Debt Securities subsequently may be distributed
pro rata to the holders of the Trust Securities in connection with the
dissolution of the Trust upon the occurrence of certain events to be described
in the Prospectus Supplement relating to the Trust Securities. Only one series
of Subordinated Debt Securities will be issued to the Trust, or a Trustee of
the Trust.
If Subordinated Debt Securities of the Company are issued to the Trust or a
Trustee of the Trust in connection with the issuance of Trust Securities and
(i) there shall have occurred any event that would constitute
11
an Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the Guarantee (as defined herein) or Common
Securities guarantee (see "Description of Guarantee"), or (iii) the Company
shall have given notice of its election to defer payments of interest on such
Subordinated Debt Securities by extending the interest payment period as
provided with respect to that series of Subordinated Debt Securities and such
period, or any extension thereof, shall be continuing, then (a) the Company
shall not, and shall cause any subsidiary of the Company that is not a wholly
owned subsidiary of the Company not to, declare or pay any dividend on, make
any distribution with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock or the capital
stock of any such subsidiary, and (b) the Company shall not make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem
any debt securities (including guarantees) issued by the Company that rank
pari passu with or junior to such Subordinated Debt Securities; provided,
however, that, the foregoing restriction (a) above will not apply to any stock
dividend paid by the Company or any of its subsidiaries where the dividend
stock is the same stock as that on which the dividend is being paid.
In the event Subordinated Debt Securities are issued to the Trust or a
Trustee of the Trust in connection with the issuance of Trust Securities, for
so long as the Trust Securities remain outstanding, the Company will covenant
(i) to directly or indirectly maintain 100% ownership of the Common
Securities; provided, however, that any permitted successor of the Company
under the Indenture may succeed to the Company's ownership of the Common
Securities and (ii) to use its reasonable efforts to cause the Trust (a) to
remain a statutory business trust, except in connection with the distribution
of Subordinated Debt Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities, or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration, and (b) to otherwise continue to be classified as a grantor trust
for United States federal income tax purposes.
If Subordinated Debt Securities are issued to the Trust or a Trustee of the
Trust in connection with the issuance of Trust Securities, (i) the aggregate
principal amount of the Subordinated Debt Securities will be equal to the sum
of the aggregate stated liquidation amount of the Trust Securities; (ii) the
interest rate and payment dates on the Subordinated Debt Securities will match
the distribution rate and distribution and other payment dates on the Trust
Securities; and (iii) the Company will agree to pay all costs, expenses, debts
and obligations of the Trust other than with respect to the Trust Securities.
If Subordinated Debt Securities are issued to the Trust or a Trustee of the
Trust in connection with the issuance of Trust Securities and an Event of
Default with respect to the Subordinated Debt Securities, constituting the
failure to pay interest or principal on the Subordinated Debt Securities on
the date such interest or principal is otherwise payable, has occurred and is
continuing, then a holder of Trust Securities may directly institute a
proceeding for enforcement of payment to such holder directly of the principal
of or interest on the Subordinated Debt Securities having a principal amount
equal to the aggregate liquidation amount of the Trust Securities of such
holder on or after the respective due date specified in the Subordinated Debt
Securities. The holders of Trust Securities will not be able to exercise
directly any other remedy available to the holders of the Subordinated Debt
Securities unless the Trustee of the Trust fails to do so.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form (the "Global Securities"). The Global Securities will be deposited with a
depositary (the "Depositary"), or with a nominee for a Depositary, identified
in the Prospectus Supplement. In such case, one or more Global Securities will
be issued in a denomination or aggregate denominations equal to the portion of
the aggregate principal amount of outstanding Debt Securities of the series to
be represented by such Global Security or Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee
of such successor.
12
The specific material terms of the depositary arrangement with respect to
any portion of a series of Debt Securities to be represented by a Global
Security will be described in the Prospectus Supplement. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security (with respect to
interests or participants) or by participants or persons that hold through
participants (with respect to interest of persons other than participants). So
long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture; provided, however, that for purposes of obtaining any consents or
directions required to be given by the Holders of the Debt Securities, the
Company, the Indenture Trustee and their respective agents will treat a person
as the holder of such principal amount of Debt Securities as specified in a
written statement of the Depositary. In addition, notwithstanding any other
provisions to the contrary in the Indenture, the rights of the beneficial
owners of the Debt Securities to receive payment of the principal of and
interest on such Debt Securities, on or after the respective due dates
expressed in such Debt Securities, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of the beneficial owners. Except as set forth
herein or otherwise provided in the Prospectus Supplement, owners of
beneficial interests in a Global Security will not be entitled to have the
Debt Securities represented by such Global Security registered in their names,
will not receive physical delivery of such Debt Securities in definitive form
and will not be considered the owners or Holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Global Security registered in the name of a Depositary or its
nominee will be made to such Depositary or its nominee, as the case may be, as
the registered owner of such Global Security. None of the Company, the
Indenture Trustee or any Paying Agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium, if
any, or interest will immediately credit participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue such Debt Securities in definitive form in exchange for such Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by
one or more Global Securities and, in such event, will issue Debt Securities
of such series in definitive form in exchange for all of the Global Security
or Securities representing such Debt Securities.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Debt Securities represented by
Global Securities.
13
REGARDING THE INDENTURE TRUSTEES
Senior Trustee
The Company maintains deposit accounts and banking relationships with the
Senior Trustee and engages in various investments and borrowing transactions
with the Senior Trustee.
Subordinated Trustee
GWB maintains deposit accounts and banking relationships with the
Subordinated Trustee and engages in various investments and borrowing
transactions with the Subordinated Trustee.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
material general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Other material terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of the provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation"), and the certificate of designations (a "Certificate of
Designations") relating to each series of the Preferred Stock which will be
filed with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such series of the Preferred Stock. Further material
provisions of the Preferred Stock will be summarized in the Prospectus
Supplement relating thereto.
GENERAL
The authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock, $1.00 par value per share, and 10,000,000 shares of preferred
stock, $1.00 par value per share ("preferred stock of the Company," which
term, as used herein, includes the Preferred Stock offered hereby). See
"Description of Common Stock."
Under the Certificate of Incorporation, the Board of Directors of the
Company is authorized without further stockholder action to provide for the
issuance of up to 10,000,000 shares of preferred stock of the Company, in one
or more series, with such voting powers, full or limited, and with such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated in the resolution or resolutions providing for the issue of a
series of such stock, adopted, at any time or from time to time, by the Board
of Directors of the Company (as used herein the term "Board of Directors of
the Company" includes any duly authorized committee thereof).
As described under "Description of Depositary Shares," the Company may, at
its option, elect to offer Depositary Shares evidenced by depositary receipts
(the "Depositary Receipts"), each representing a fraction (to be specified in
the Prospectus Supplement relating to the particular series of the Preferred
Stock) of a share of the particular series of the Preferred Stock issued and
deposited with a depositary, in lieu of offering full shares of such series of
the Preferred Stock.
Under regulations adopted by the OTS, if the holders of shares of any series
of Preferred Stock of the Company become entitled to vote for the election of
directors because dividends on such series are in arrears, such series may
then be deemed a "class of voting securities" and a holder of more than 25% of
such series (or a holder of more than 10% if it has any "control factor" with
respect to the Company or a holder of any shares of Preferred Stock if it
exercises a "controlling influence" over the Company) may then be subject to
regulation as a savings and loan holding company in accordance with the
Savings and Loan Holding Company Act, as amended. In addition, at such time as
such series is deemed a class of voting securities, (i) any other savings and
loan holding company may be required to obtain the approval of the OTS under
the Savings and Loan Holding
14
Company Act, as amended, to acquire or retain more than 5% of such series and
(ii) any person other than a savings and loan holding company may be required
to obtain the approval of the OTS under the Change in Bank Control Act to
acquire or retain more than 10% of such series.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference
is made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number
of shares offered; (ii) the amount of liquidation preference per share; (iii)
the initial public offering price at which such Preferred Stock will be
issued; (iv) the dividend rate (or method of calculation), the dates on which
dividends shall be payable and the dates from which dividends shall commence
to cumulate, if any; (v) any redemption or sinking fund provisions; (vi) any
conversion rights; (vii) whether the Company has elected to offer Depositary
Shares as described below under "Description of Depositary Shares;" and (viii)
any additional voting, dividend, liquidation, redemption, sinking fund and
other rights, preferences, privileges, limitations and restrictions.
The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. Unless otherwise stated in a Prospectus
Supplement relating to a particular series of the Preferred Stock, each series
of the Preferred Stock will rank on a parity as to dividends and distributions
of assets with each other series of the Preferred Stock. The rights of the
holders of each series of the Preferred Stock will be subordinate to those of
the Company's general creditors.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION
Pursuant to the Certificate of Incorporation, the Company's Board of
Directors is classified into three classes, such classes to include as nearly
equal a number of directors as possible. Each class of directors serves for a
term of three years, with one class being elected each year. As of the date of
this Prospectus, there are eleven directors. The Certificate of Incorporation
provides that (i) notwithstanding any increase or decrease in the authorized
number of directors, each director then serving shall continue as a director
until the expiration of his term, (ii) no director may be removed except for
cause, and (iii) any vacancy in any class of directors, including a vacancy
arising through an increase in the number of directors, shall be filled by a
majority of the remaining directors of such class or by the sole remaining
director of such class or, if none, by a majority of the remaining directors.
Notwithstanding the foregoing, whenever the stockholders of any class of stock
or series thereof are entitled to elect one or more directors of the Company
by the provisions of the Certificate of Incorporation, including any
Certificate of Designations, vacancies and newly created directorships of such
class or series may be filled by a majority of the directors elected by such
class or series thereof then in office, or by the sole remaining director so
elected. The affirmative vote of stockholders representing at least 75 percent
of the shares entitled to vote thereon is required to amend or repeal the
provisions described in the preceding two sentences or the classification of
the Company's Board of Directors into three classes.
Certain of the foregoing provisions of the Certificate of Incorporation will
likely make it more difficult for another entity to effect certain business
combinations with the Company or to take control of the Board of Directors of
the Company. In addition, the foregoing summary of certain provisions of the
Certificate of Incorporation does not purport to be complete or to give effect
to provisions of statutory or common law. The foregoing summary is subject to,
and qualified in its entirety by reference to, the provisions of applicable
law and the Certificate of Incorporation, a copy of which is incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of
funds of the Company legally available therefor, cash dividends on such dates
and at such rates as are set forth in, or as are determined by the method
described in, the Prospectus
15
Supplement relating to such series of the Preferred Stock. Such rate may be
fixed or variable or both. Each such dividend will be payable to the holders
of record as they appear on the stock books of the Company (or, if applicable,
the records of the Share Depositary (as hereinafter defined) referred to under
"Description of Depositary Shares") on such record dates, fixed by the Board
of Directors of the Company, as specified in the Prospectus Supplement
relating to such series of Preferred Stock.
Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company
shall have no obligation to pay the dividend accrued for such period, whether
or not dividends on such series are declared payable on any future dividend
payment dates. Dividends on the shares of each series of Preferred Stock for
which dividends are cumulative will accrue from the date on which the Company
initially issues shares of such series.
So long as the shares of any series of the Preferred Stock shall be
outstanding, unless (i) full dividends (including if such Preferred Stock is
cumulative, dividends for prior dividend periods) shall have been paid or
declared and set apart for payment on all outstanding shares of the Preferred
Stock of such series and all other classes and series of preferred stock of
the Company (other than Junior Stock, as defined below) and (ii) the Company
is not in default or in arrears with respect to the mandatory or optional
redemption or mandatory repurchase or other mandatory retirement of, or with
respect to any sinking or other analogous fund for, any shares of Preferred
Stock of such series or any shares of any other preferred stock of the Company
of any class or series (other than Junior Stock), the Company may not declare
any dividends on any shares of Common Stock of the Company or any other stock
of the Company ranking as to dividends or distributions of assets junior to
such series of Preferred Stock (the Common Stock and any such other stock
being herein referred to as "Junior Stock"), or make any payment on account
of, or set apart money for, the purchase, redemption or other retirement of,
or for a sinking or other analogous fund for, any shares of Junior Stock or
make any distribution in respect thereof, whether in cash or property or in
obligations or stock of the Company, other than Junior Stock which is neither
convertible into, nor exchangeable or exercisable for, any securities of the
Company other than Junior Stock and other than the redemption of Rights (as
defined below) of the Company.
LIQUIDATION PREFERENCE
In the event of any liquidation, dissolution or winding up of the Company,
voluntary or involuntary, the holders of each series of the Preferred Stock
will be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to the
holders of Common Stock or any other shares of stock of the Company ranking
junior as to such distribution to such series of the Preferred Stock, the
amount set forth in the Prospectus Supplement relating to such series of the
Preferred Stock. If, upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the amounts payable with respect to
the Preferred Stock of any series and any other shares of preferred stock of
the Company (including any other series of the Preferred Stock) ranking as to
any such distribution on a parity with such series of the Preferred Stock are
not paid in full, the holders of the Preferred Stock of such series and of
such other shares of preferred stock of the Company will share ratably in any
such distribution of assets of the Company in proportion to the full
respective preferential amounts to which they are entitled. After payment to
the holders of the Preferred Stock of each series of the full preferential
amounts of the liquidating distribution to which they are entitled, the
holders of each such series of the Preferred Stock will be entitled to no
further participation in any distribution of assets by the Company.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms,
at the times and at the redemption prices set forth in the Prospectus
Supplement relating to such series. Shares of the Preferred Stock redeemed by
the Company will be restored to the status of authorized but unissued shares
of preferred stock of the Company.
16
In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or
pro rata (subject to rounding to avoid fractional shares) as may be determined
by the Company or by any other method as may be determined by the Company in
its sole discretion to be equitable. From and after the redemption date
(unless default shall be made by the Company in providing for the payment of
the redemption price plus accumulated and unpaid dividends, if any), dividends
shall cease to accumulate on the shares of the Preferred Stock called for
redemption and all rights of the holders thereof (except the right to receive
the redemption price plus accumulated and unpaid dividends, if any) shall
cease.
So long as any dividends on shares of any series of the Preferred Stock or
any other series of preferred stock of the Company ranking on a parity as to
dividends and distribution of assets with such series of the Preferred Stock
are in arrears, no shares of any such series of the Preferred Stock or such
other series of preferred stock of the Company will be redeemed (whether by
mandatory or optional redemption) unless all such shares are simultaneously
redeemed, and the Company will not purchase or otherwise acquire any such
shares; provided, however, that the foregoing will not prevent the purchase or
acquisition of such shares pursuant to a purchase or exchange offer made on
the same terms to holders of all such shares outstanding.
CONVERSION RIGHTS
The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock or another series of Preferred Stock will be set forth in the Prospectus
Supplement relating thereto. See "Description of Common Stock."
VOTING RIGHTS
Except as indicated below or in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by applicable
law, the holders of the Preferred Stock will not be entitled to vote for any
purpose.
So long as any shares of the Preferred Stock of a series remain outstanding,
the consent or the affirmative vote of the holders of at least 66 2/3% of the
votes entitled to be cast with respect to the then outstanding shares of such
series of the Preferred Stock together with any Other Preferred Stock (as
defined below), voting as one class, either expressed in writing or at a
meeting called for that purpose, will be necessary (i) to permit, effect or
validate the authorization, or any increase in the authorized amount, of any
class or series of shares of the Company ranking prior to the Preferred Stock
of such series as to dividends, voting or upon distribution of assets and (ii)
to repeal, amend or otherwise change any of the provisions applicable to the
Preferred Stock of such series in any manner which adversely affects the
powers, preferences, voting power or other rights or privileges of such series
of the Preferred Stock. In case any series of the Preferred Stock would be so
affected by any such action referred to in clause (ii) above in a different
manner than one or more series of the Other Preferred Stock then outstanding,
the holders of shares of the Preferred Stock of such series, together with any
series of the Other Preferred Stock which will be similarly affected, will be
entitled to vote as a class, and the Company will not take such action without
the consent or affirmative vote, as above provided, of at least 66 2/3% of the
total number of votes entitled to be cast with respect to each such series of
the Preferred Stock and the Other Preferred Stock, then outstanding, in lieu
of the consent or affirmative vote hereinabove otherwise required.
With respect to any matter as to which the Preferred Stock of any series is
entitled to vote, holders of the Preferred Stock of such series and any other
series of preferred stock of the Company ranking on a parity with such series
of the Preferred Stock as to dividends and distributions of assets and which
by its terms provides for similar voting rights (the "Other Preferred Stock")
will be entitled to cast the number of votes set forth in the Prospectus
Supplement with respect to that series of Preferred Stock. As a result of the
provisions described in the preceding paragraph requiring the holders of
shares of a series of the Preferred Stock to vote together as a class with the
holders of shares of one or more series of Other Preferred Stock, it is
possible that the holders of such shares of Other Preferred Stock could
approve action that would adversely affect such series of Preferred
17
Stock, including the creation of a class of capital stock ranking prior to
such series of Preferred Stock as to dividends, voting or distributions of
assets.
As more fully described below under "Description of Depositary Shares," if
the Company elects to issue Depositary Shares, each representing a fraction of
a share of a series of the Preferred Stock, each such Depositary Share will,
in effect, be entitled to such fraction of a vote per Depositary Share.
TRANSFER AGENT AND REGISTRAR
Unless otherwise indicated in a Prospectus Supplement relating thereto,
Harris Trust Company of California will be the transfer agent, dividend and
redemption price disbursement agent and registrar for shares of each series of
the Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of the
material general provisions of the Deposit Agreement (as defined below) and of
the Depositary Shares and Depositary Receipts do not purport to be complete
and are subject to and qualified in their entirety by reference to the Deposit
Agreement and Depositary Receipts relating to each series of the Preferred
Stock which will be filed with the Commission and incorporated by reference as
an exhibit to the Registration Statement of which this Prospectus is a part at
or prior to the time of the issuance of such series of the Preferred Stock.
The forms of Deposit Agreement and Depositary Receipt are filed as exhibits to
the Registration Statement of which this Prospectus is a part. Further
material provisions of the Depositary Shares will be summarized in the
Prospectus Supplement relating thereto.
GENERAL
The Company may, at its option, elect to offer fractional shares of
Preferred Stock rather than full shares of Preferred Stock. In the event such
option is exercised, the Company will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to be set forth in
the Prospectus Supplement relating to a particular series of the Preferred
Stock) of a share of a particular series of the Preferred Stock as described
below.
The shares of any series of the Preferred Stock represented by Depositary
Shares will be deposited under a separate deposit agreement (the "Deposit
Agreement") among the Company, a bank or trust company selected by the Company
(the "Share Depositary") and the holders from time to time of the Depositary
Receipts. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the applicable fraction of
a share of Preferred Stock represented by such Depositary Share, to all the
rights and preferences of the Preferred Stock represented thereby (including
dividend, voting, redemption and liquidation rights).
The Depositary Shares relating to any series of the Preferred Stock will be
evidenced by Depositary Receipts issued pursuant to the related Deposit
Agreement. Depositary Receipts will be distributed to those persons purchasing
such Depositary Shares in accordance with the terms of the offering made by
the related Prospectus Supplement.
Upon surrender of Depositary Receipts at the office of the Share Depositary
and upon payment of the charges provided in the Deposit Agreement and subject
to the terms thereof, a holder of Depositary Receipts is entitled to have the
Share Depositary deliver to such holder the whole shares of Preferred Stock
underlying the Depositary Shares evidenced by the surrendered Depositary
Receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Share Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Receipts relating to such Preferred Stock in proportion,
18
insofar as practicable, to the respective numbers of Depositary Shares
evidenced by such Depositary Receipts held by such holders on the relevant
record date. The Share Depositary shall distribute only such amount, however,
as can be distributed without attributing to any holder of Depositary Receipts
a fraction of one cent, and any balance not so distributed shall be added to
and treated as part of the next sum received by the Share Depositary for
distribution to record holders of Depositary Receipts then outstanding.
In the event of a distribution other than in cash, the Share Depositary will
distribute such amounts of the securities or property received by it as are,
as nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Depositary Receipts held by such holders on
the relevant record date, unless the Share Depositary determines that it is
not feasible to make such distribution, in which case the Share Depositary
may, with the approval of the Company, adopt such method as it deems equitable
and practicable for the purpose of effecting such distribution, including the
sale of such securities or property.
The Deposit Agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by the Company to holders of
the Preferred Stock shall be made available to holders of Depositary Receipts.
The amount distributed in all of the foregoing cases will be reduced by any
amounts required to be withheld by the Company or the Share Depositary on
account of taxes and governmental charges.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the
proceeds received by the Share Depositary resulting from the redemption, in
whole or in part, of such series of the Preferred Stock held by the Share
Depositary. The Share Depositary shall mail notice of redemption not less than
30 and not more than 60 days prior to the date fixed for redemption to the
record holders of the Depositary Receipts evidencing the Depositary Shares to
be so redeemed at their respective addresses appearing in the Share
Depositary's books. The redemption price per Depositary Share will be equal to
the applicable fraction of the redemption price per share payable with respect
to such series of the Preferred Stock plus all money and other property, if
any, payable with respect to such Depositary Share, including all amounts
payable by the Company in respect of any accumulated but unpaid dividends.
Whenever the Company redeems shares of Preferred Stock held by the Share
Depositary, the Share Depositary will redeem as of the same redemption date
the number of Depositary Shares representing shares of Preferred Stock so
redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata (subject
to rounding to avoid fractions of Depositary Shares) as may be determined by
the Share Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of Depositary Receipts evidencing such Depositary Shares will cease,
except the right to receive the moneys payable upon such redemption and any
money or other property to which such holders were entitled upon such
redemption upon surrender to the Share Depositary of the Depositary Receipts
evidencing such Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting or action to be taken by written
consent at or as to which the holders of the Preferred Stock are entitled to
vote or consent, the Share Depositary will mail the information contained in
such notice of meeting or action to the record holders of the Depositary
Receipts evidencing the Depositary Shares relating to such Preferred Stock.
Each record holder of such Depositary Receipts on the record date (which will
be the same date as the record date for the Preferred Stock) will be entitled
to instruct the Share Depositary as to the exercise of the voting rights or
the giving or refusal of consent, as the case may be, pertaining to the number
of shares of the Preferred Stock represented by the Depositary Shares
evidenced by such holder's Depositary Receipts. The Share Depositary will
endeavor, insofar as practicable, to vote, or give
19
or withhold consent with respect to, the maximum number of whole shares of the
Preferred Stock represented by all Depositary Shares as to which any
particular voting or consent instructions are received, and the Company will
agree to take all action which may be deemed necessary by the Share Depositary
in order to enable the Share Depositary to do so. The Share Depositary will
abstain from voting, or giving consents with respect to, shares of the
Preferred Stock to the extent it does not receive specific instructions from
the holders of Depositary Receipts evidencing Depositary Shares representing
such Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares relating to
any series of Preferred Stock and any provision of the related Deposit
Agreement may at any time and from time to time be amended by agreement
between the Company and the Share Depositary in any respect which they may
deem necessary or desirable. However, any amendment which imposes or increases
any fees, taxes or charges upon holders of Depositary Shares or Depositary
Receipts relating to any series of Preferred Stock or which materially and
adversely alters the existing rights of such holders will not be effective
unless such amendment has been approved by the record holders of Depositary
Receipts evidencing at least a majority of such Depositary Shares then
outstanding. Notwithstanding the foregoing, no such amendment may impair the
right of any holder of Depositary Shares or Depositary Receipts to receive any
moneys or other property to which such holder may be entitled under the terms
of such Depositary Receipts or the Deposit Agreement at the times and in the
manner and amount provided for therein. A Deposit Agreement may be terminated
by the Company or the Share Depositary only after (i) all outstanding
Depositary Shares relating thereto have been redeemed and any accumulated and
unpaid dividends on the Preferred Stock represented by the Depositary Shares,
together with all other moneys and property, if any, to which holders of the
related Depositary Receipts are entitled under the terms of such Depositary
Receipts or the related Deposit Agreement, have been paid or distributed as
provided in the Deposit Agreement or provision therefor has been duly made,
(ii) there has been a final distribution in respect of the Preferred Stock of
the relevant series in connection with any liquidation, dissolution or winding
up of the Company and such distribution has been distributed to the holders of
the related Depositary Receipts, or (iii) in the event the Depositary Shares
relate to a series of Preferred Stock which is convertible into shares of
Common Stock or another series of Preferred Stock, all outstanding Depositary
Shares have been converted into shares of Common Stock or another series of
Preferred Stock.
MISCELLANEOUS
The Share Depositary will forward to record holders of Depositary Receipts,
at their respective addresses appearing in the Share Depositary's books, all
reports and communications from the Company which are delivered to the Share
Depositary and which the Company is required to furnish to the holders of the
Preferred Stock or Depositary Receipts.
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the Share Depositary in connection with the initial
deposit of the Preferred Stock and the initial issuance of the Depositary
Receipts evidencing the Depositary Shares, any redemption of the Preferred
Stock and any withdrawals of Preferred Stock by the holders of Depositary
Shares. Holders of Depositary Shares will pay other transfer and other taxes
and governmental charges and such other charges as are expressly provided in
the Deposit Agreement to be for their accounts.
The Deposit Agreement will contain provisions relating to adjustments in the
fraction of a share of Preferred Stock represented by a Depositary Share in
the event of a change in par or stated value, split-up, combination or other
reclassification of the Preferred Stock or upon any recapitalization, merger
or sale of substantially all of the assets of the Company.
Neither the Share Depositary nor any of its agents nor any registrar nor the
Company will be (i) liable if it is prevented or delayed by law or any
circumstance beyond its control in performing its obligations under the
Deposit Agreement, (ii) subject to any liability under the Deposit Agreement
to holders of Depositary Receipts
20
other than for the relevant party's gross negligence or willful misconduct, or
(iii) obligated to prosecute or defend any legal proceeding in respect of any
Depositary Receipts, Depositary Shares or the Preferred Stock unless
satisfactory indemnity is furnished. They may rely upon written advice of
counsel or accountants, or information provided by holders of Depositary
Receipts or other persons in good faith believed to be competent and on
documents reasonably believed to be genuine.
RESIGNATION OR REMOVAL OF SHARE DEPOSITARY
The Share Depositary may resign at any time by delivering to the Company
notice of its election to do so, and the Company may at any time remove the
Share Depositary, any such resignation or removal to take effect upon the
appointment of a successor Share Depositary and its acceptance of such
appointment. Such successor Share Depositary must be appointed within 60 days
after delivery of the notice of resignation or removal.
DESCRIPTION OF COMMON STOCK
GENERAL
The holders of the outstanding shares of Common Stock have full voting
rights, one vote for each share held of record. Subject to the rights of
holders of preferred stock of the Company, holders of Common Stock are
entitled to receive such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor. Upon
liquidation, dissolution, or winding up of the Company (but subject to the
rights of holders of preferred stock of the Company), the assets legally
available for distribution to holders of Common Stock shall be distributed
ratably among such holders. Holders of Common Stock have no preemptive or
other subscription or conversion rights, and no liability for further calls
upon shares. The Common Stock is not subject to assessment.
The Transfer Agent and Registrar for the Common Stock is Harris Trust
Company of California.
RIGHTS
On June 24, 1986, the Board of Directors of the Company adopted a Rights
Plan pursuant to which the Company distributed one right (a "Right") for each
outstanding share of Common Stock held as of the close of business on July 14,
1986. As a result of the five for two stock dividend paid on May 28, 1987 to
holders of record of the Common Stock on May 14, 1987, effective May 28, 1987
each Right was proportionally adjusted so that each share of Common Stock is
accompanied by two-fifths of a Right instead of one full Right. Only full
Rights will be exercisable if the Rights become exercisable. In addition, the
Rights Plan was amended by amendments dated as of February 19, 1988 and June
27, 1995.
Each full Right, if it becomes exercisable, initially entitles the holder to
purchase from the Company a unit of one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $1.00 per share, at a purchase
price of $175 per unit, subject to adjustment. The Rights attach to shares of
Common Stock issued after July 14, 1986, and will expire on July 14, 1996
unless redeemed earlier. The Rights may not be exercised, and will not detach
or trade separately from the Common Stock, except as described below.
The Rights will detach from the Common Stock and may be exercised only if a
person or group becomes the beneficial owner of 15% or more of the Common
Stock (a "Stock Acquisition"). If a Stock Acquisition occurs (except pursuant
to an offer for all outstanding shares of the Common Stock which the Company's
independent directors determine is fair to and otherwise in the best interests
of the Company and its stockholders), the Rights "flip-in" and each Right not
owned by such person will entitle the holder to purchase, at the Right's then
current exercise price, Common Stock (or, if the number of shares of
authorized Common Stock is insufficient to permit the full exercise of the
Rights, cash, property or other securities of the Company) having a formula
value equal to twice the Right's exercise price. In addition, if at any time
following a Stock Acquisition, (i) the Company is acquired in a merger or
other business combination transaction in which the
21
Company is not the surviving corporation (other than a merger which follows an
offer at the same price and for the same consideration as the offer approved
by the Board of Directors of the Company as described in the immediately
preceding sentence), or (ii) 50% or more of the Company's assets or earnings
power is sold or transferred, the Rights "flip-over" and each unexercised
Right will entitle its holder to purchase, at the Right's then current
exercise price, common shares of the other person having a formula value equal
to twice the Right's exercise price. The Rights may be redeemed by the Company
at any time prior to ten days following the date of a Stock Acquisition (which
period may be extended by the Company's Board of Directors at any time while
the Rights are still redeemable). Upon the occurrence of a "flip-in" or "flip-
over" event, if the Rights are not redeemed, the Rights would result in
substantial dilution to any person who has acquired 15% or more of the
outstanding Common Stock or who attempts to merge or consolidate with the
Company. As a result, the Rights may deter potential attempts to acquire
control of the Company without the approval of the Company's Board of
Directors.
On June 27, 1995, the Board of Directors of the Company also declared a
dividend distribution of one Right (each a "New Right") for each outstanding
share of Common Stock to stockholders of record at the close of business on
the earlier of the date on which the current Rights Plan expires or the date
on which the existing Rights are redeemed in accordance with the provisions of
the current Rights Plan. Each New Right is identical to the existing Rights,
except that the New Rights will initially entitle the holder to purchase from
the Company a unit of one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share, at a purchase price
of $80.00 per unit, subject to adjustment, and the New Rights will expire on
July 14, 2006.
DESCRIPTION OF PREFERRED SECURITIES
Set forth below is a summary of information concerning the Preferred
Securities which may be issued by the Trust. The Declaration authorizes the
Regular Trustees of the Trust to issue on behalf of the Trust one series of
Preferred Securities having the terms described in the Prospectus Supplement
relating thereto. The Declaration will be qualified as an indenture under the
Trust Indenture Act. The terms of the Preferred Securities will be those set
forth in the Declaration and those made part of the Declaration by the Trust
Indenture Act. This summary of the material general provisions of the
Preferred Securities does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety by reference
to, the form of Declaration, which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part, and the Trust Indenture Act.
Further material provisions of the Preferred Securities will be summarized in
the Prospectus Supplement relating thereto.
The Preferred Securities will have such terms, including distribution,
redemption, voting, liquidation and such other preferred, deferred or other
special rights or such restrictions as shall be set forth in the Declaration
or made part of the Declaration by the Trust Indenture Act. Reference is made
to the Prospectus Supplement relating to the Preferred Securities for specific
terms, including (i) the distinctive designation of the Preferred Securities,
(ii) the number of Preferred Securities and the date or dates upon which such
distributions shall be payable (provided, however, that distributions on the
Preferred Securities shall be payable on a quarterly or semi-annual basis to
holders of the Preferred Securities as of a record date in each quarter or
semi-annual period, as the case may be, during which the Preferred Securities
are outstanding), (iii) the annual distribution rate (or method for
determining such rate) for the Preferred Securities, (iv) whether
distributions on Preferred Securities issued by the Trust shall be cumulative,
and, in the case of Preferred Securities having such cumulative distribution
rights, the date or dates or method of determining the date or dates from
which distributions on the Preferred Securities shall be cumulative, (v) the
amount or amounts which shall be paid out of the assets of the Trust to the
holders of the Preferred Securities upon voluntary or involuntary liquidation,
dissolution, winding-up or termination of the Trust, (vi) the obligation, if
any, of the Trust to purchase or redeem the Preferred Securities and the price
or prices at which, the period or periods within which and the terms and
conditions upon which the Preferred Securities shall be purchased or redeemed,
in whole or in part, pursuant to such obligation, (vii) the voting rights, if
any, of the Preferred Securities in addition to those required by law,
including the number of
22
votes per Preferred Security and any requirement for the approval by the
holders of the Preferred Securities, as a condition to specified action or
amendments to the Declaration, and (viii) any other relevant rights,
preferences, privileges, limitations or restrictions on Preferred Securities
consistent with the Declaration and applicable law.
All Preferred Securities offered hereby will be guaranteed by the Company to
the extent set forth below under "Description of Guarantee." Certain United
States federal income tax considerations applicable to any offering of
Preferred Securities will be described in the Prospectus Supplement relating
thereto.
In connection with the issuance of Preferred Securities, the Trust will issue
one series of Common Securities having such terms including distribution,
redemption, voting, liquidation and such other preferred, deferred or other
special rights or such restrictions as shall be set forth therein. The terms of
the Common Securities will be substantially identical to the terms of the
Preferred Securities and the Common Securities will rank pari passu, and
payments will be made thereon pro rata with the Preferred Securities except
that, upon an event of default under the Declaration, the rights of the holders
of the Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights
of the holders of the Preferred Securities. Except in certain limited
circumstances, the Common Securities will also carry the right to vote and to
appoint, remove or replace any of the Trustees of the Trust. All of the Common
Securities will be directly or indirectly owned by the Company.
On March 19, 1996, the Revenue Reconciliation Bill of 1996 (the "Bill") was
released which would have, among other things, generally denied interest
deductions for interest on an instrument issued by a corporation that has a
maximum weighted average maturity of more than 40 years. The Bill would also
have generally denied interest deductions for interest on an instrument issued
by a corporation that has a maximum term of more than 20 years and that is not
shown as indebtedness on the separate balance sheet of the issuer or, where the
instrument is issued to a related party (other than a corporation), where the
holder or some other related party issues a related instrument that is not
shown as indebtedness on the issuer's consolidated balance sheet. For purposes
of determining the weighted average maturity or the term of an instrument, any
right to extend would be treated as exercised. The above-described provisions
of the Bill were proposed to be effective generally for instruments issued on
or after December 7, 1995. If either provision were to apply to the
Subordinated Debt Securities issued to the Trust, the Company would not be able
to deduct interest on such Subordinated Debt Securities. However, on March 29,
1996, the Chairmen of the Senate Finance and House Ways and Means Committees
issued a joint statement (the "Joint Statement") to the effect that it was
their intention that the effective date of the President's legislative
proposals, if adopted, would be no earlier than the date of appropriate
Congressional action. In addition, subsequent to the publication of the Joint
Statement, Senator Daniel Patrick Moynihan and Representatives Sam M. Gibbons
and Charles B. Rangel wrote letters to Treasury Department officials concurring
with the view expressed in the Joint Statement (the "Democrat Letters"). If the
principles contained in the Joint Statement and the Democrat Letters were
enacted, such legislation would not apply to Subordinated Debt Securities
issued to the Trust by the Company prior to the date of appropriate
Congressional action. Under current law in effect on the date of this
Prospectus, the Company will be able to deduct interest on the Subordinated
Debt Securities issued to the Trust. There can be no assurance, however, that
current or future legislative proposals or final legislation will not adversely
affect the ability of the Company to deduct interest on the Subordinated Debt
Securities issued to the Trust.
DESCRIPTION OF GUARANTEE
Set forth below is a summary of information concerning the Guarantee that
will be executed and delivered by the Company for the benefit of the holders of
Preferred Securities. The Guarantee will be qualified as an indenture under the
Trust Indenture Act. The First National Bank of Chicago will act as indenture
trustee under the Guarantee (the "Guarantee Trustee"). The terms of the
Guarantee will be those set forth in the Guarantee and those made part of the
Guarantee by the Trust Indenture Act. This summary of the material general
provisions of the Guarantee does not purport to be complete and is subject in
all respects to the provisions of, and is qualified in its entirety by
reference to, the form of Guarantee, which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and the Trust
Indenture Act. The Guarantee will
23
be held by the Guarantee Trustee for the benefit of the holders of the
Preferred Securities. Further material provisions of the Guarantee will be
summarized in the Prospectus Supplement relating thereto.
GENERAL
Pursuant to the Guarantee, the Company will irrevocably agree, to the extent
set forth therein, to pay in full to the holders of the Preferred Securities,
the Guarantee Payments (as defined herein) (except to the extent paid by the
Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust may have or assert. The following amounts with
respect to the Preferred Securities (the "Guarantee Payments"), to the extent
not paid by the Trust, will be subject to the Guarantee (without duplication):
(i) any accrued and unpaid distributions that are required to be paid on the
Preferred Securities, to the extent the Trust shall have funds available
therefor, which funds would exist only to the extent the Company has made a
payment of interest or principal on the Subordinated Debt Securities, (ii) the
redemption price, including all accrued and unpaid distributions (the
"Redemption Price"), to the extent the Trust has funds available therefor with
respect to any Preferred Securities called for redemption by the Trust, which
funds would exist only to the extent the Company has paid the redemption price
for the Subordinated Debt Securities called for redemption and (iii) upon a
voluntary or involuntary liquidation, dissolution, winding-up or termination
of the Trust (other than in connection with the distribution of Subordinated
Debt Securities of the Company to the holders of Preferred Securities or the
redemption of all the Preferred Securities upon maturity or redemption of the
Subordinated Debt Securities), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid distributions on the Preferred
Securities to the date of payment to the extent the Trust has funds available
therefor or (b) the amount of assets of the Trust remaining available for
distribution to holders of the Preferred Securities in liquidation of the
Trust. The Company's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Company to the holders of
Preferred Securities or by causing the Trust to pay such amounts to such
holders.
The Guarantee will be a guarantee on a subordinated basis with respect to
the Preferred Securities from the time of issuance, but will not apply to any
payment of distributions except to the extent the Trust shall have funds
available therefor. If the Company does not make interest payments on the
Subordinated Debt Securities purchased by the Trust, the Trust will not pay
distributions on the Preferred Securities and will not have funds available
therefor. See "Description of Debt Securities--Particular Terms of the
Subordinated Debt Securities Issued to the Trust."
The obligations of the Company under the Declaration, the Guarantee, the
Subordinated Indenture and the Subordinated Debt Securities will collectively
provide a full, irrevocable and unconditional guarantee on a subordinated
basis by the Company of payments due on the Preferred Securities.
The Company has also agreed to irrevocably guarantee the obligations of the
Trust with respect to the Common Securities (the "Common Securities
guarantee") to the same extent as the Guarantee, except that, upon an Event of
Default under the Subordinated Indenture, holders of Preferred Securities
under the Guarantee shall have priority over holders of Common Securities
under the Common Securities guarantee with respect to distributions and
payments on liquidation, redemption or otherwise.
CERTAIN COVENANTS OF THE COMPANY
In the Guarantee, the Company will covenant that, so long as any Preferred
Securities issued by the Trust remain outstanding, if there shall have
occurred any event that would constitute an event of default under the
Guarantee or the Declaration, then (a) the Company shall not, and shall cause
any subsidiary of the Company which is not a wholly-owned subsidiary of the
Company not to, declare or pay any dividend on, or make any distribution with
respect to, or redeem, purchase or acquire or make a liquidation payment with
respect to, any of its capital stock or the capital stock of any such
subsidiary and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities (including guarantees) issued by the Company which rank pari passu
with or junior to such Subordinated Debt Securities.
24
However, the restriction in (a) above will not apply to any stock dividend
paid by the Company, or any of its subsidiaries, where the dividend stock is
the same stock as that on which the dividend is being paid.
MODIFICATIONS OF THE GUARANTEE; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of the Preferred Securities (in which case no vote will be
required), the Guarantee may be amended only with the prior approval of the
holders of not less than 66 2/3% in liquidation amount of the Preferred
Securities then outstanding. All guarantees and agreements contained in a
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the holders
of the Preferred Securities then outstanding.
EVENTS OF DEFAULT
An Event of Default under the Guarantee will occur upon the failure of the
Company to make any of the payments required by the Guarantee or to perform
its other obligations thereunder. The holders of a majority in liquidation
amount of the Preferred Securities have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee. Any
holder of Preferred Securities may institute a legal proceeding directly
against the Company to enforce its rights under the Guarantee, without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or any
other person.
The Company will be required to provide annually to the Guarantee Trustee a
statement as to the performance by the Company of certain of its obligations
under the Guarantee and as to any default in such performance.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, prior to the occurrence of a default, undertakes to
perform only such duties as are specifically set forth in the Guarantee and,
after default with respect to the Guarantee, shall exercise the same degree of
care a prudent person would exercise under the circumstances in the conduct of
his or her own affairs. Subject to such provision, the Guarantee Trustee is
under no obligation to exercise any of the powers vested in it by the
Guarantee at the request of any holder of the Preferred Securities unless it
is offered reasonable indemnity against the costs, expenses and liabilities
that might be incurred thereby.
TERMINATION OF THE GUARANTEE
The Guarantee will terminate as to the Preferred Securities upon full
payment of the Redemption Price of all Preferred Securities, upon distribution
of the Subordinated Debt Securities of the Company held by the Trust to the
holders of the Preferred Securities or upon full payment of the amounts
payable in accordance with the Declaration upon liquidation of the Trust. The
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Preferred Securities must restore payment of
any sums paid under the Preferred Securities or the Guarantee.
STATUS OF THE GUARANTEE
The Guarantee will constitute an unsecured obligation of the Company and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company (other than the Common Securities guarantee or any
guarantee now or hereafter entered into by the Company in respect of any
preferred or preference stock of any affiliate of the Company), (ii) pari
passu with the most senior preferred or preference stock now or hereafter
issued by the Company and with any guarantee now or hereafter entered into by
the Company in respect of any preferred or preference stock of any affiliate
of the Company and (iii) senior to the Company's Common Stock. The terms of
the Preferred Securities provide that each holder of Preferred Securities by
acceptance thereof agrees to the subordination provisions and other terms of
the Guarantee.
25
The Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly
against the Company as the guarantor to enforce its rights under the Guarantee
without instituting a legal proceeding against any other person or entity).
GOVERNING LAW
The Guarantee will be governed by and construed in accordance with the
internal laws of the State of New York.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities, Preferred Stock, Depositary Shares or Common Stock. Securities
Warrants may be issued independently or together with Debt Securities,
Preferred Stock, Depositary Shares or Common Stock offered by any Prospectus
Supplement and may be attached to or separate from such Debt Securities,
Preferred Stock, Depositary Shares or Common Stock. Each series of Securities
Warrants will be issued under a separate warrant agreement (a "Securities
Warrant Agreement") to be entered into between the Company and a bank or trust
company, as Securities Warrant agent, all as set forth in the Prospectus
Supplement relating to the particular issue of offered Securities Warrants.
The Securities Warrant agent will act solely as an agent of the Company in
connection with the Securities Warrant certificates relating to the Securities
Warrants and will not assume any obligation or relationship of agency or trust
for or with any holders of Securities Warrant certificates or beneficial
owners of Securities Warrants. The following summaries of the material general
provisions of the Securities Warrant Agreements and Securities Warrants do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Securities Warrant Agreement and
the Securities Warrant certificates relating to each series of Security
Warrants which will be filed with the Commission and incorporated by reference
as an exhibit to the Registration Statement of which this Prospectus is a part
at or prior to the time of the issuance of such series of Securities Warrants.
Further material provisions of the Securities Warrants will be summarized in
the Prospectus Supplement relating thereto.
GENERAL
If Securities Warrants are offered, the applicable Prospectus Supplement
will describe the terms of such Securities Warrants, including, in the case of
Securities Warrants for the purchase of Debt Securities, the following where
applicable: (i) the offering price; (ii) the denominations and terms of the
series of Debt Securities purchasable upon exercise of such Securities
Warrants and whether such Debt Securities are Senior Debt Securities or
Subordinated Debt Securities; (iii) the designation and terms of any series of
Debt Securities with which such Securities Warrants are being offered and the
number of such Securities Warrants being offered with each such Debt Security;
(iv) the date, if any, on and after which such Securities Warrants and the
related series of Debt Securities will be transferable separately; (v) the
principal amount of the series of Debt Securities purchasable upon exercise of
each such Securities Warrant and the price at which such principal amount of
Debt Securities of such series may be purchased upon such exercise; (vi) the
date on which the right to exercise such Securities Warrants shall commence
and the date (the "Expiration Date") on which such right shall expire; (vii)
whether the Securities Warrants will be issued in registered or bearer form;
(viii) any special United States Federal income tax consequences; (ix) the
terms, if any, on which the Company may accelerate the date by which the
Securities Warrants must be exercised; and (x) any other terms of such
Securities Warrants.
In the case of Securities Warrants for the purchase of Preferred Stock,
Depositary Shares or Common Stock, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including the following where
applicable: (i) the offering price; (ii) the aggregate number of shares
purchasable upon exercise of such Securities Warrants, the exercise price, and
in the case of Securities Warrants for Preferred Stock or Depositary Shares,
the designation, aggregate number and terms of the series of Preferred Stock
purchasable upon exercise of such Securities Warrants or underlying the
Depositary Shares purchasable upon exercise of such
26
Securities Warrants; (iii) the designation and terms of the series of
Preferred Stock or Depositary Shares with which such Securities Warrants are
being offered and the number of such Securities Warrants being offered with
each such share of Preferred Stock or Depositary Share; (iv) the date, if any,
on and after which such Securities Warrants and the Common Stock or related
series of Preferred Stock or Depositary Shares will be transferable
separately; (v) the date on which the right to exercise such Securities
Warrants shall commence and the Expiration Date; (vi) any special United
States Federal income tax consequences; and (vii) any other terms of such
Securities Warrants. Securities Warrants for the purchase of Preferred Stock,
Depositary Shares or Common Stock will be offered and exercisable for United
States dollars only and will be in registered form only.
Securities Warrant certificates may be exchanged for new Securities Warrant
certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Securities Warrant agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrant to purchase Debt Securities, holders of such Securities Warrants will
not have any of the rights of Holders of the Debt Securities purchasable upon
such exercise, including the right to receive payments of principal of,
premium, if any, or interest, if any, on such Debt Securities or to enforce
covenants in the applicable indenture. Prior to the exercise of any Securities
Warrants to purchase Preferred Stock, Depositary Shares or Common Stock,
holders of such Securities Warrants will not have any rights of holders of
such Preferred Stock, Depositary Shares or Common Stock, including the right
to receive payments of dividends, if any, on such Preferred Stock or Common
Stock, or to exercise any applicable right to vote.
CERTAIN RISK CONSIDERATIONS
Any Securities Warrants issued by the Company will involve a certain degree
of risk, including risks arising from fluctuations in the price of the
underlying securities and general risks applicable to the stock market (or
markets) on which the underlying securities are traded.
Prospective purchasers of the Securities Warrants should recognize that the
Securities Warrants may expire worthless and, thus, purchasers should be
prepared to sustain a total loss of the purchase price of their Securities
Warrants. This risk reflects the nature of a Securities Warrant as an asset
which, other factors held constant, tends to decline in value over time and
which may, depending on the price of the underlying securities, become
worthless when it expires. The trading price of a Securities Warrant at any
time is expected to increase if the price or, if applicable, dividend rate on
the underlying securities, increases. Conversely, the trading price of a
Securities Warrant is expected to decrease as the time remaining to expiration
of the Securities Warrant decreases and as the price or, if applicable,
dividend rate on the underlying securities, decreases. Assuming all other
factors are held constant, the more a Securities Warrant is "out-of-the-money"
(i.e., the more the exercise price exceeds the price of the underlying
securities and the shorter its remaining term to expiration), the greater the
risk that a purchaser of the Securities Warrant will lose all or part of his
or her investment. If the price of the underlying securities does not rise
before the Securities Warrant expires to an extent sufficient to cover a
purchaser's cost of the Securities Warrant, the purchaser will lose all or
part of his or her investment in such Securities Warrant upon expiration.
In addition, prospective purchasers of the Securities Warrants should be
experienced with respect to options and option transactions and understand the
risks associated with options and should reach an investment decision only
after careful consideration, with their financial advisers, of the suitability
of the Securities Warrants in light of their particular financial
circumstances and the information discussed herein and, if applicable, the
Prospectus Supplement. Before purchasing, exercising or selling any Securities
Warrants, prospective purchasers and holders of Securities Warrants should
carefully consider, among other things, (i) the trading price of the
Securities Warrants, (ii) the price of the underlying securities at such time,
(iii) the time remaining to expiration and (iv) any related transaction costs.
Some of the factors referred to above are in turn influenced by various
political, economic and other factors that can affect the trading price of the
underlying securities and should be carefully considered prior to making any
investment decisions.
27
Purchasers of the Securities Warrants should further consider that the
initial offering price of the Securities Warrants may be in excess of the
price that a purchaser of options might pay for a comparable option in a
private, less liquid transaction. In addition, it is not possible to predict
the price at which the Securities Warrants will trade in the secondary market
or whether any such market will be liquid. The Company may, but is not
obligated to, file an application to list any Securities Warrants issued on a
United States national securities exchange. To the extent that any Securities
Warrants are exercised, the number of Securities Warrants outstanding will
decrease, which may result in a lessening of the liquidity of the Securities
Warrants. Finally, the Securities Warrants will constitute direct,
unconditional and unsecured obligations of the Company and as such will be
subject to any changes in the perceived creditworthiness of the Company.
EXERCISE OF SECURITIES WARRANTS
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or number of shares of Preferred Stock,
Depositary Shares or Common Stock, as the case may be, at such exercise price
as shall in each case be set forth in, or calculable from, the Prospectus
Supplement relating to the offered Securities Warrants. After the close of
business on the Expiration Date (or such later date to which such Expiration
Date may be extended by the Company), unexercised Securities Warrants will
become void.
Securities Warrants may be exercised by delivering to the Securities Warrant
agent payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the Debt Securities, Preferred Stock, Depositary
Shares or Common Stock, as the case may be, purchasable upon such exercise
together with certain information set forth on the reverse side of the
Securities Warrant certificate. Securities Warrants will be deemed to have
been exercised upon receipt of payment of the exercise price, subject to the
receipt within five (5) business days, of the Securities Warrants certificate
evidencing such Securities Warrants. Upon receipt of such payment and the
Securities Warrant certificate properly completed and duly executed at the
corporate trust office of the Securities Warrant agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon
as practicable, issue and deliver the Debt Securities, Preferred Stock,
Depositary Shares or Common Stock, as the case may be, purchasable upon such
exercise. If fewer than all of the Securities Warrants represented by such
Securities Warrant certificate are exercised, a new Securities Warrant
certificate will be issued for the remaining amount of Securities Warrants.
AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS
The Securities Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities
Warrants and that do not adversely affect the interests of the holders of the
Securities Warrants.
COMMON STOCK WARRANT ADJUSTMENTS
Unless otherwise indicated in the applicable Prospectus Supplement, the
exercise price of, and the number of shares of Common Stock covered by, a
Common Stock Warrant are subject to adjustment in certain events, including
(i) payment of a dividend on the Common Stock payable in capital stock and
stock splits, combinations or reclassifications of the Common Stock, (ii)
issuance to all holders of Common Stock of rights or warrants to subscribe for
or purchase shares of Common Stock at less than their current market price (as
defined in the Securities Warrant Agreement for such series of Common Stock
Warrants), and (iii) certain distributions of evidences of indebtedness or
assets (including securities but excluding cash dividends or distributions
paid out of consolidated earnings or retained earnings or dividends payable in
Common Stock) or of subscription rights and warrants (excluding those referred
to above). If after the distribution date fixed for purposes of distributing
to holders of Common Stock any Rights, exercising holders of any Common Stock
Warrant are not entitled to receive Rights that would otherwise be
attributable (but for the date of exercise) to the shares of Common Stock
received upon such exercise, then adjustment of the exercise price will be
made under clause (iii) of this paragraph as if the Rights were then being
distributed to holders of Common Stock. If such an adjustment is made and the
Rights are later redeemed, invalidated or terminated, then a corresponding
reversing adjustment
28
will be made to the number of shares of Common Stock issuable upon the
exercise of such Common Stock Warrant, on an equitable basis, to take account
of such event. However, the Company may elect to make provision with respect
to Rights so that each share of Common Stock issuable upon exercise of such
Common Stock Warrant, whether or not issued after the distribution date for
such Rights, will be accompanied by the Rights that would otherwise be
attributable (but for the date of exercise) to such shares of Common Stock, in
which event the preceding two sentences will not apply.
In the event of any (i) consolidation or merger of the Company with or into
any entity (other than a consolidation or a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares
of Common Stock), (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company or (iii) reclassification,
capital reorganization or change of the Common Stock (other than solely a
change in par value or from par value to no par value), then any holder of a
Common Stock Warrant will be entitled, on or after the occurrence of any such
event, to receive on exercise of such Common Stock Warrant the kind and amount
of shares of stock or other securities, cash or other property (or any
combination thereof) that the holder would have received had such holder
exercised such holder's Common Stock Warrant immediately prior to the
occurrence of such event. If the consideration to be received upon exercise of
the Common Stock Warrant following any such event consists of common stock of
the surviving entity, then from and after the occurrence of such event, the
exercise price of such Common Stock Warrant will be subject to the same anti-
dilution and other adjustments described in the second preceding paragraph,
applied as if such common stock were Common Stock.
PLAN OF DISTRIBUTION
The Company and/or the Trust may sell the Securities to one or more
underwriters for public offering and sale by them or may sell the Securities
to investors directly or through agents. Any such underwriter or agent
involved in the offer and sale of Securities will be named in the applicable
Prospectus Supplement. Each of the Company and the Trust has reserved the
right to sell Securities directly to investors on its own behalf in those
jurisdictions where and in such manner as it is authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each of the
Company and the Trust also may, from time to time, authorize dealers, acting
as agents of the Company and/or the Trust, to offer and sell Securities upon
the terms and conditions as are set forth in the applicable Prospectus
Supplement. In connection with the sale of Securities, underwriters may
receive compensation from the Company or the Trust in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
the Securities for whom they may act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company or the Trust to
underwriters or agents in connection with the offering of Securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable Prospectus Supplement. Dealers
and agents participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the Securities may be deemed to be
underwriting discounts and commissions. Underwriters, dealers and agents may
be entitled, under agreements entered into with the Company or the Trust, to
indemnification against and contribution toward certain civil liabilities.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
29
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, DEALER OR
UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUN-
DER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UN-
LAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 4
The Trust.................................................................. 4
Use of Proceeds............................................................ 5
Selected Financial Data.................................................... 6
Ratio of Earnings to Fixed Charges......................................... 7
Description of Debt Securities............................................. 7
Description of Preferred Stock............................................. 14
Description of Depositary Shares........................................... 18
Description of Common Stock................................................ 21
Description of Preferred Securities........................................ 22
Description of Guarantee................................................... 23
Description of Securities Warrants......................................... 25
Plan of Distribution....................................................... 29
Experts.................................................................... 29
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$650,330,000
[LOGO of GREAT WESTERN FINANCIAL CORPORATION]
SECURITIES
----------------
PROSPECTUS
----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee................................................... $ 100
Rating agency fees................................................. 75,000
Printing and engraving expenses.................................... 150,000
Accounting fees and expenses....................................... 100,000
Legal fees and expenses............................................ 200,000
Blue sky fees and expenses......................................... 30,000
Fees and expenses of Transfer Agent or Trustee..................... 30,000
Miscellaneous...................................................... 14,900
--------
Total............................................................ $600,000
========
- --------
* Expenses are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article TWELFTH of the Restated Certificate of Incorporation of the Company
eliminates, to the fullest extent permitted by Delaware law, director
liability for monetary damages for breaches of the directors' fiduciary duty
of care.
The Company's Bylaws as well as certain employment agreements and other
indemnity agreements also provide that the Company shall indemnify directors
and officers under certain circumstances for liabilities and expenses incurred
by reason of their actions as agents of the Company. In addition, the Company
maintains no insurance policy that indemnifies directors and officers against
certain liabilities.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
*1.1 Forms of Underwriting Agreement.
4.1 Restated Certificate of Incorporation of the Company (included as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992 and incorporated herein by reference).
4.2 Rights Agreement, dated as of June 24, 1986 (filed as an exhibit to
the Company's Current Report on Form 8-K, dated July 3, 1986, and
incorporated herein by reference).
4.3 First Amendment to Rights Agreement, dated as of February 19, 1988
(filed as an exhibit to the Company's Current Report on Form 8-K,
dated February 24, 1988, and incorporated herein by reference).
4.4 Second Amendment to Rights Agreement, dated as of June 27, 1995 (filed
as an exhibit to the Company's Current Report on Form 8-K dated June
30, 1995 and incorporated herein by reference).
4.5 New Rights Agreement, dated as of June 27, 1995, between the Company
and First Chicago Trust Company of New York (filed as an exhibit to
the Company's Current Report on Form 8-K dated June 30, 1995 and
incorporated herein by reference).
4.6 Form of Deposit Agreement (filed as an exhibit to Registration
Statement No. 33-60206 and incorporated herein by reference).
- --------
* To be filed by amendment or pursuant to a Form 8-K.
II-1
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.7 Form of Depositary Receipt (attached as Exhibit A to Deposit Agreement
included as Exhibit 4.6 hereto).
4.8 Indenture, dated as of September 12, 1990, between the Company and
First Interstate Bank, Ltd., relating to the Senior Debt Securities
(included as an exhibit to Registration Statement No. 33-34322 and
incorporated herein by reference).
4.9 First Supplemental Indenture, dated as of April 30, 1993, to Indenture
dated as of September 12, 1990, among the Company, First Interstate
Bank, Ltd. and Citibank, N.A. (filed as an exhibit to Registration
Statement No. 33-60206 and incorporated herein by reference).
4.10 Indenture, dated as of September 12, 1990, between the Company and
Harris Trust and Savings Bank, relating to the Subordinated Debt
Securities (included as an exhibit to Registration Statement
No. 33-34322 and incorporated herein by reference).
4.11 First Supplemental Indenture, dated as of April 30, 1993, to Indenture
dated as of September 12, 1990, between the Company and Harris Trust
and Savings Bank (filed as an exhibit to Registration Statement No.
33-60206 and incorporated herein by reference).
4.12 Second Supplemental Indenture, dated as of December 6, 1995, to
Indenture dated as of September 12, 1990, as amended, between the
Company and Harris Trust and Savings Bank (included as an exhibit to
the Company's Current Report on Form 8-K, dated December 14, 1995, and
incorporated herein by reference).
4.13 Form of Third Supplemental Indenture to Indenture, dated as of
September 12, 1990, as amended, between the Company and Harris Trust
and Savings Bank.
**4.14 Declaration of Trust of Great Western Financial Trust II.
4.15 Form of Amended and Restated Declaration of Trust of Great Western
Financial Trust II.
4.16 Form of Capital Security of Great Western Financial Trust II (attached
as Annex 1 to Exhibit A to the Form of Amended and Restated
Declaration of Trust included as Exhibit 4.15 hereto).
4.17 Form of Guarantee Agreement with respect to Capital Securities of
Great Western Financial Trust II.
*4.18 Form of Amended and Restated Declaration of Trust of Great Western
Financial Trust III.
*4.19 Form of Preferred Security of Great Western Financial Trust III
(attached as Annex I to Exhibit A to the Form of Amended and Restated
Declaration of Trust included as Exhibit 4.18 hereto).
*4.20 Form of Guarantee Agreement with respect to Preferred Securities of
Great Western Financial Trust III.
*4.21 Form of Fourth Supplemental Indenture to Indenture, dated as of
September 12, 1990, as amended, between the Company and Harris Trust
and Savings Bank.
**4.22 Declaration of Trust of Great Western Financial Trust III
**5.1 Opinion of O'Melveny & Myers LLP as to the validity of the Securities
other than the Preferred Securities and the Guarantee with respect to
the Preferred Securities of Great Western Financial Trust III.
**5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom as to the validity of
the Preferred Securities of Great Western Financial Trust II.
*5.3 Opinion of O'Melveny & Myers LLP as to the validity of the Guarantee
with respect to the Preferred Securities of Great Western Financial
Trust III.
*5.4 Opinion of Skadden, Arps, Slate, Meagher & Flom as to the validity of
the Preferred Securities of Great Western Financial Trust III.
- --------
*To be filed by amendment or pursuant to a Form 8-K.
**Previously filed.
II-2
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
**12 Computation of Ratio of Earnings to Fixed Charges (included as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 and is included in the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996 and incorporated herein by
reference).
23.1 Consent of Price Waterhouse LLP
**23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
**23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5.2).
*23.4 Consent of O'Melveny & Myers LLP (included in Exhibit 5.3).
*23.5 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5.4).
**24 Power of Attorney.
*25.1 Form T-1 Statement of Eligibility of Citibank, N.A. with respect to
the Senior Indenture.
**25.2 Form T-1 Statement of Eligibility of Harris Trust and Savings Bank
with respect to the Subordinated Indenture.
**25.3 Form T-1 Statement of Eligibility of The First National Bank of
Chicago with respect to the Amended and Restated Declaration of Trust
of Great Western Financial Trust II.
**25.4 Form T-1 Statement of Eligibility of The First National Bank of
Chicago with respect to the Guarantee with respect to the Preferred
Securities of Great Western Financial Trust II.
*25.5 Form T-1 Statement of Eligibility of The First National Bank of
Chicago with respect to the Amended and Restated Declaration of Trust
of Great Western Financial Trust III.
*25.6 Form T-1 Statement of Eligibility of The First National Bank of
Chicago with respect to the Guarantee with respect to the Preferred
Securities of Great Western Financial Trust III.
99.1 Form of Prospectus Supplement for an offering of Preferred Securities.
- --------
*To be filed by amendment or pursuant to a Form 8-K.
**Previously filed.
ITEM 17. UNDERTAKINGS.
Each of the undersigned Registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement (notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) promulgated under the
Securities Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement);
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
II-3
provided, however, that paragraph (1)(i) and (1)(ii) above shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
each of the Registrants pursuant to the provisions described in Item 15 above,
or otherwise, each of the Registrants has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by a Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, each of the
Registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
Each of the undersigned Registrants hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The Company hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee under the Senior Indenture to act
under subsection (a) of Section 310 of the Trustee Indenture Act in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on
January 20, 1997.
Great Western Financial Corporation
/s/ Stephen F. Adams
By __________________________________
STEPHEN F. ADAMS
FIRST VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
President and Chief
John F. Maher* Executive Officer January 20, 1997
- ------------------------------------- (Principal
JOHN F. MAHER Executive Officer)
and Director
Vice Chairman and
Carl F. Geuther* Chief Financial January 20, 1997
- ------------------------------------- Officer (Principal
CARL F. GEUTHER Financial Officer)
Senior Vice
Barry R. Barkley* President and January 20, 1997
- ------------------------------------- Controller (Chief
BARRY R. BARKLEY Accounting Officer)
Chairman and
Director January , 1997
- -------------------------------------
JAMES F. MONTGOMERY
Director
January , 1997
- -------------------------------------
DR. DAVID ALEXANDER
Director
H. Frederick Christie* January 20, 1997
- -------------------------------------
H. FREDERICK CHRISTIE
II-5
SIGNATURE TITLE DATE
Director
Stephen E. Frank* January 20, 1997
- -------------------------------------
STEPHEN E. FRANK
Director
John V. Giovenco* January 20, 1997
- -------------------------------------
JOHN V. GIOVENCO
Director
Firmin A. Gryp* January 20, 1997
- -------------------------------------
FIRMIN A. GRYP
Director
Enrique Hernandez, Jr.* January 20, 1997
- -------------------------------------
ENRIQUE HERNANDEZ, JR.
Director
January , 1997
- -------------------------------------
CHARLES D. MILLER
Director
January , 1997
- -------------------------------------
DR. ALBERTA E. SIEGEL
Director
Willis B. Wood, Jr.* January 20, 1997
- -------------------------------------
WILLIS B. WOOD, JR.
*By: /s/ Stephen F. Adams
___________________________
STEPHEN F. ADAMS
ATTORNEY-IN-FACT
Pursuant to the requirements of the Securities Act of 1933, Great Western
Financial Trust II certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California on the 20th day of January, 1997.
Great Western Financial Trust II
By: Carl F. Geuther*
_____________________________________
Carl F. Geuther, as Trustee
By: J. Lance Erikson*
_____________________________________
J. Lance Erikson, as Trustee
By: Bruce F. Antenberg*
_____________________________________
Bruce F. Antenberg, as Trustee
*By: /s/ Stephen F. Adams
____________________________
STEPHEN F. ADAMS
ATTORNEY-IN-FACT
II-6
Pursuant to the requirements of the Securities Act of 1933, Great Western
Financial Trust III certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California on the 20th day of January, 1997.
Great Western Financial Trust III
By: Carl F. Geuther*
_____________________________________
Carl F. Geuther, as Trustee
By: J. Lance Erikson*
_____________________________________
J. Lance Erikson, as Trustee
By: Bruce F. Antenberg*
_____________________________________
Bruce F. Antenberg, as Trustee
*By: /s/ Stephen F. Adams
____________________________
STEPHEN F. ADAMS
ATTORNEY-IN-FACT
II-7
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
*1.1 Forms of Underwriting Agreement........................
4.1 Restated Certificate of Incorporation of the Company
(included as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1992 and incorporated herein by reference).............
4.2 Rights Agreement, dated as of June 24, 1986 (filed as
an exhibit to the Company's Current Report on Form 8-K,
dated July 3, 1986, and incorporated herein by
reference).............................................
4.3 First Amendment to Rights Agreement, dated as of
February 19, 1988 (filed as an exhibit to the Company's
Current Report on Form 8-K, dated February 24, 1988,
and incorporated herein by reference)..................
4.4 Second Amendment to Rights Agreement, dated as of June
27, 1995 (filed as an exhibit to the Company's Current
Report on Form 8-K dated June 30, 1995 and incorporated
herein by reference)...................................
4.5 New Rights Agreement, dated as of June 27, 1995,
between the Company and First Chicago Trust Company of
New York (filed as an exhibit to the Company's Current
Report on Form 8-K dated June 30, 1995 and incorporated
herein by reference)...................................
4.6 Form of Deposit Agreement (filed as an exhibit to
Registration Statement No. 33-60206 and incorporated
herein by reference)...................................
4.7 Form of Depositary Receipt (attached as Exhibit A to
Deposit Agreement included as Exhibit 4.6 hereto)......
4.8 Indenture, dated as of September 12, 1990, between the
Company and First Interstate Bank, Ltd., relating to
the Senior Debt Securities (included as an exhibit to
Registration Statement No. 33-34322 and incorporated
herein by reference)...................................
4.9 First Supplemental Indenture, dated as of April 30,
1993, to Indenture dated as of September 12, 1990,
among the Company, First Interstate Bank, Ltd. and
Citibank, N.A. (filed as an exhibit to Registration
Statement No. 33-60206 and incorporated herein by
reference).............................................
4.10 Indenture, dated as of September 12, 1990, between the
Company and Harris Trust and Savings Bank, relating to
the Subordinated Debt Securities (included as an
exhibit to Registration Statement No. 33-34322 and
incorporated herein by reference)......................
4.11 First Supplemental Indenture, dated as of April 30,
1993, to Indenture dated as of September 12, 1990,
between the Company and Harris Trust and Savings Bank
(filed as an exhibit to Registration Statement No. 33-
60206 and incorporated herein by reference)............
4.12 Second Supplemental Indenture, dated as of December 6,
1995, to Indenture dated as of September 12, 1990, as
amended, between the Company and Harris Trust and
Savings Bank (included as an exhibit to the Company's
Current Report on Form 8-K, dated December 14, 1995,
and incorporated herein by reference)..................
4.13 Form of Third Supplemental Indenture to Indenture,
dated as of September 12, 1990, as amended, between the
Company and Harris Trust and Savings Bank..............
**4.14 Declaration of Trust of Great Western Financial Trust
II.....................................................
4.15 Form of Amended and Restated Declaration of Trust of
Great Western Financial Trust II.......................
- --------
*To be filed by amendment or pursuant to a Form 8-K.
**Previously filed.
EXHIBIT INDEX--(CONTINUED)
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
4.16 Form of Capital Security of Great Western Financial
Trust II (attached as Annex 1 to Exhibit A to the Form
of Amended and Restated Declaration of Trust included
as Exhibit 4.15 hereto)................................
4.17 Form of Guarantee Agreement with respect to Capital
Securities of Great Western Financial Trust II.........
*4.18 Form of Amended and Restated Declaration of Trust of
Great Western Financial Trust III......................
*4.19 Form of Preferred Security of Great Western Financial
Trust III (attached as Annex I to Exhibit A to the Form
of Amended and Restated Declaration of Trust included
as Exhibit 4.18 hereto)................................
*4.20 Form of Guarantee Agreement with respect to Preferred
Securities of Great Western Financial Trust III........
*4.21 Form of Fourth Supplemental Indenture to Indenture,
dated as of September 12, 1990, as amended, between the
Company and Harris Trust and Savings Bank..............
**4.22 Declaration of Trust of Great Western Financial Trust
III....................................................
**5.1 Opinion of O'Melveny & Myers LLP as to the validity of
the Securities other than the Preferred Securities and
the Guarantee with respect to the Preferred Securities
of Great Western Financial Trust II....................
**5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom as to
the validity of the Preferred Securities of Great
Western Financial Trust II.............................
*5.3 Opinion of O'Melveny & Myers LLP as to the validity of
the Guarantee with respect to the Preferred Securities
of Great Western Financial Trust III...................
*5.4 Opinion of Skadden, Arps, Slate, Meagher & Flom as to
the validity of the Preferred Securities of Great
Western Financial Trust III............................
**12 Computation of Ratio of Earnings to Fixed Charges
(included as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1995 and is included in the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996 and incorporated
herein by reference)...................................
23.1 Consent of Price Waterhouse LLP........................
**23.2 Consent of O'Melveny & Myers LLP (included in Exhibit
5.1)...................................................
**23.3 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in Exhibit 5.2)..............................
*23.4 Consent of O'Melveny & Myers LLP (included in Exhibit
5.3)...................................................
*23.5 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in Exhibit 5.4)..............................
**24 Power of Attorney......................................
*25.1 Form T-1 Statement of Eligibility of Citibank, N.A.
with respect to the Senior Indenture...................
**25.2 Form T-1 Statement of Eligibility of Harris Trust and
Savings Bank with respect to the Subordinated
Indenture..............................................
**25.3 Form T-1 Statement of Eligibility of The First National
Bank of Chicago with respect to the Amended and
Restated Declaration of Trust of Great Western
Financial Trust II.....................................
- --------
*To be filed by amendment or pursuant to a Form 8-K.
**Previously filed.
EXHIBIT INDEX--(CONTINUED)
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
**25.4 Form T-1 Statement of Eligibility of The First National
Bank of Chicago with respect to the Guarantee with
respect to the Preferred Securities of Great Western
Financial Trust II......................................
*25.5 Form T-1 Statement of Eligibility of The First National
Bank of Chicago with respect to the Amended and Restated
Declaration of Trust of Great Western Financial Trust
III.....................................................
*25.6 Form T-1 Statement of Eligibility of The First National
Bank of Chicago with respect to the Guarantee with
respect to the Preferred Securities of Great Western
Financial Trust III.....................................
99.1 Form of Prospectus Supplement for an offering of
Preferred Securities....................................
- --------
*To be filed by amendment or pursuant to a Form 8-K.
**Previously filed.