As filed with the Securities and Exchange Commission on March 4, 1997
Registration No. 33-41917
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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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CALIFORNIA FINANCIAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 68-0150457
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
501 West Weber Avenue
Stockton, California 95203
(209) 948-1675
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Robert V. Kavanaugh
President
California Financial Holding Company
501 West Weber Avenue
Stockton, California 95203
(209) 948-1675
(Name, address, including zip code, and
telephone number, including area
code, of agent for service)
Copies of
correspondence to:
Simon M. Nadler, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
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Approximate date of commencement of proposed sale to the public: N/A
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [x]
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 the securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [_]
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. [_]
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The Registrant hereby removes from registration 140,761 shares of its
common stock $.01 par value ("Shares"), that were registered with respect to its
Automatic Dividend Reinvestment and Cash Payment Plan ("Plan").
The Registrant initially registered 200,000 Shares with respect to the
Plan. 59,239 Shares were issued before the Plan was terminated on December 10,
1996.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stockton,
State of California, on this 3rd day of March, 1997.
CALIFORNIA FINANCIAL HOLDING COMPANY
By: /s/ David K. Rea
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David K. Rea,
Chief Executive Officer,
Director and Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to its Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ David K. Rea Chief Executive Officer, March 3, 1997
- - ----------------------- Director, and Chairman
David K. Rea of the Board (Principal
Executive Officer)
/s/ Robert V. Kavanaugh President, Chief March 3, 1997
- - ------------------------ Operating Officer and
Robert V. Kavanaugh* Director
/s/ G. Thomas Egan Director March 3, 1997
- - -----------------------
G. Thomas Egan*
/s/ D. Donald Geiger Director March 3, 1997
- - -----------------------
D. Donald Geiger*
/s/ Jerald Kirsten Director March 3, 1997
- - -----------------------
Jerald Kirsten*
/s/ Gerald L. Barton Director February 28, 1997
- - -----------------------
Gerald L. Barton
/s/ Jane R. Butterfield Senior Vice President March 3, 1997
- - ----------------------- and Chief Financial
Jane R. Butterfield* Officer (Principal
Financial Officer and
Principal Accounting
Officer)
*By David K. Rea as attorney-in-fact.