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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8930
H. F. AHMANSON & COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-0479700
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
4900 Rivergrade Road
Irwindale, California 91706
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: 818/960-6311
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 par value New York Stock Exchange
Series A Junior Participating Pacific Stock Exchange
Cumulative Preferred Stock
Depositary Shares Each Representing a One-Tenth New York Stock Exchange
Interest in a Share of 8.40% Preferred Stock,
Series C
Depositary Shares Each Representing a One-Tenth New York Stock Exchange
Interest in a Share of 6% Cumulative
Convertible Preferred Stock, Series D
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing sale price of its Common Stock on the New
York Stock Exchange on March 17, 1997, a date within 60 days prior to the date
of filing, was $3,990,480,359.
Common Stock, $.01 par value of registrant outstanding at March 17, 1997--
100,594,581 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the Annual Meeting of Stockholders to be held
April 21, 1997 are incorporated by reference into Part III of the Form 10-K for
the year ended December 31, 1996.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
EXHIBITS*
EXHIBIT
NUMBERS
-------
3.1 Certificate of Incorporation of H. F. Ahmanson & Company, as
amended (Exhibit 3.1 to Form 10-K for year ended December 31,
1991).
3.2 By-Laws of H. F. Ahmanson & Company, as amended (Exhibit 3.2 to
Form 10-Q for quarter ended June 30, 1994).
3.3 Certificate of Designations dated August 12, 1988 (Exhibit 3.1.2
to Form 10-Q for quarter ended September 30, 1988).
3.5 Certificate of Designations dated February 9, 1993 (Exhibit 3.5
to Form 10-K for year ended December 31, 1992).
3.6 Certificate of Designations dated July 30, 1993 (Exhibit 4.1 to
Form 8-K for the event on July 29, 1993).
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Copies of instruments defining the rights of holders of long-term
debt of H. F. Ahmanson & Company or any of its subsidiaries are,
under Item 601(b)(4)(iii)(A) of Regulation S-K, not required to
be filed, but will be filed upon request of the Commission.
4.3 Rights Agreement, dated July 26, 1988, between H. F. Ahmanson &
Company and Union Bank (Exhibit 4.3 to Form 8-K dated July 26,
1988).
Management Contracts and Compensatory Plans and Arrangements (Exhibits
10.1-10.23)
10.1 H. F. Ahmanson & Company 1984 Stock Incentive Plan (Exhibit
10.2.3 to Form 10-K for year ended December 31, 1984).
10.1.1 Amendment to H. F. Ahmanson & Company 1984 Stock Incentive Plan
(Exhibit 10.2.3.1 to Form 10-K for year ended December 31, 1989).
10.2 H. F. Ahmanson & Company 1993 Stock Incentive Plan as amended
(Exhibit 10.2 to Form 10-K for year ended December 31, 1996).
10.3 H. F. Ahmanson & Company Executive Stock Option Award Guidelines.
(Exhibit 10.3 to Form 10-K for year ended December 31, 1996).
10.4 H. F. Ahmanson & Company 1988 Directors' Stock Incentive Plan, as
amended (Exhibit 10.9.25 to Form 10-K for year ended December 31,
1989).
10.5 H. F. Ahmanson & Company 1996 Nonemployee Directors' Stock
Incentive Plan (Exhibit 10.19 to Form 10-K for year ended
December 31, 1995).
10.6 H. F. Ahmanson & Company Executive Long-Term Incentive Plan as
amended (Exhibit 10.6 to Form 10-K for year ended December
31, 1996).
10.7 H. F. Ahmanson & Company Executive Short-Term Incentive Plan, as
amended (Exhibit 10.9.26 to Form 10-K for year ended December 31,
1994).
10.8 1989 Contingent Deferred Compensation Plan of H. F. Ahmanson &
Company (Exhibit 19.4 to Form 10-Q for quarter ended June 30,
1991).
10.8.1 First Amendment to 1989 Contingent Deferred Compensation Plan of
H. F. Ahmanson & Company (Exhibit 10.9.27.1 to Form 10-K for year
ended December 31, 1995).
10.8.2 Second Amendment to 1989 Contingent Deferred Compensation Plan of
H. F. Ahmanson & Company.
54
EXHIBIT
NUMBERS
-------
10.9 Elective Deferred Compensation Plan of H. F. Ahmanson & Company
(Exhibit 19.6 to Form 10-Q for quarter ended June 30, 1991).
10.9.1 First Amendment to Elective Deferred Compensation Plan of H. F.
Ahmanson & Company (Exhibit 10.9.29.1 to Form 10-K for year ended
December 31, 1995).
10.9.2 Second Amendment to Elective Deferred Compensation Plan of H. F.
Ahmanson & Company.
10.10 Capital Accumulation Plan of H. F. Ahmanson & Company.
10.10.1 First Amendment to Capital Accumulation Plan of H. F. Ahmanson &
Company.
10.11 Supplemental Executive Retirement Plan of H. F. Ahmanson &
Company, as amended and restated (Exhibit 10.9.7.1 to Form 10-K
for year ended December 31, 1995).
10.11.1 First Amendment to Supplemental Executive Retirement Plan of H.
F. Ahmanson & Company.
10.12 Senior Supplemental Executive Retirement Plan of H. F. Ahmanson
and Company, as amended and restated (Exhibit 10.17.1 to Form 10-
K for year ended December 31, 1995).
10.13 Executive Life Insurance Plan of H. F. Ahmanson & Company
(Exhibit 10.9.30 to Form 10-K for year ended December 31, 1989).
10.13.1 First Amendment to Executive Life Insurance Plan of H. F.
Ahmanson & Company (Exhibit 10.9.30.1 to Form 10-K for year ended
December 31, 1995).
10.13.2 Second Amendment to Executive Life Insurance Plan of H. F.
Ahmanson & Company.
10.14 Senior Executive Life Insurance Plan of H. F. Ahmanson & Company,
as amended and restated (Exhibit 10.18.1 to Form 10-K for year
ended December 31, 1995).
10.15 H. F. Ahmanson & Company Supplemental Long Term Disability Plan
(Exhibit 10.9.31 to Form 10-K for year ended December 31, 1989).
10.16 Executive Medical Reimbursement Plan (Exhibit 10.9.8 to Form 10-K
for year ended December 31, 1984).
10.16.1 Amendment to Executive Medical Reimbursement Plan adopted March
24, 1987 (Exhibit 10.9.8.1 to Form 10-K for year ended December
31, 1986).
10.17 Financial Counseling Plan for Executives, as amended (Exhibit
19.6 to Form 10-Q for quarter ended September 30, 1985).
10.17.1 Amendment to Financial Counseling Plan for Executives adopted
March 24, 1987 (reference is made to Exhibit 10.9.8.1 to Form 10-
K for year ended December 31, 1986).
10.18 Outside Directors' Elective Deferred Compensation Plan of H. F.
Ahmanson & Company (Exhibit 19.5 to Form 10-Q for quarter ended
June 30, 1991).
10.18.1 First Amendment to Outside Directors' Elective Deferred
Compensation Plan of H. F. Ahmanson & Company (Exhibit 10.9.28.1
to Form 10-K for year ended December 31, 1995).
10.18.2 Second Amendment to Outside Directors' Elective Deferred
Compensation Plan of H. F. Ahmanson & Company.
10.19 Outside Directors' Capital Accumulation Plan of H. F. Ahmanson &
Company.
10.19.1 First Amendment to Outside Directors' Capital Accumulation Plan
of H. F. Ahmanson & Company.
55
EXHIBIT
NUMBERS
-------
10.20 Outside Director Retirement Plan of H. F. Ahmanson & Company, as
amended and restated (Exhibit 19.2 to Form 10-Q for quarter ended
June 30, 1991).
10.20.1 First Amendment to Outside Director Retirement Plan of H. F.
Ahmanson & Company (Exhibit 10.9.11.1 to Form 10-K for year ended
December 31, 1995).
10.21 H. F. Ahmanson & Company Griffin Investment Account (Exhibit
10.9.21 to Form 10-K for year ended December 31, 1989).
10.21.1 First Amendment to H. F. Ahmanson & Company Griffin Investment
Account (Exhibit 19.2 to Form 10-Q for quarter ended September
30, 1990).
10.22 Amended Form of Employment Agreement between H. F. Ahmanson &
Company and executive officers (Exhibit 10.22 to Form 10-K
for year ended December 31, 1996).
10.23 Amended Form of Indemnity Agreement between H. F. Ahmanson &
Company and directors and executive officers (Exhibit 10.13 to
Form 10-K for year ended December 31, 1989).
21 Subsidiaries of H. F. Ahmanson & Company (Exhibit 21 to
Form 10-K for year ended December 31, 1996).
23 Independent Auditors' Consent (Exhibit 23 to Form 10-K for
year ended December 31, 1996).
27 Financial Data Schedule (Exhibit 27 to Form 10-K for year
ended December 31, 1996).
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* Exhibits followed by a parenthetical reference are incorporated by reference
herein from the documents described therein. Documents filed prior to May
1985 were filed by H. F. Ahmanson & Company, a California corporation,
Commission File No. 1-7108.
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irwindale, State of California, on the 28th day of March 1997.
H. F. AHMANSON & COMPANY
By /s/ Kevin M. Twomey
___________________________________
Kevin M. Twomey
Senior Executive Vice President
and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
indicated below and on the 28th day of March 1997.
/s/ Byron Allumbaugh
___________________________________
Byron Allumbaugh
Director
/s/ Harold A. Black
___________________________________
Harold A. Black
Director
/s/ Richard M. Bressler
___________________________________
Richard M. Bressler
Director
/s/ David R. Carpenter
___________________________________
David R. Carpenter
Director
/s/ Phillip D. Matthews
___________________________________
Phillip D. Matthews
Director
/s/ Richard L. Nolan
___________________________________
Richard L. Nolan
Director
/s/ Delia M. Reyes
___________________________________
Delia M. Reyes
Director
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/s/ Charles R. Rinehart
___________________________________
Charles R. Rinehart
Director
Principal Executive Officer
___________________________________
Frank M. Sanchez
Director
/s/ Elizabeth A. Sanders
___________________________________
Elizabeth A. Sanders
Director
/s/ Arthur W. Schmutz
___________________________________
Arthur W. Schmutz
Director
/s/ William D. Schulte
___________________________________
William D. Schulte
Director
/s/ Bruce G. Willison
___________________________________
Bruce G. Willison
Director
/s/ Kevin M. Twomey
___________________________________
Kevin M. Twomey
Principal Financial Officer
/s/ George Miranda
___________________________________
George Miranda
Principal Accounting Officer
58