UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2006
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GOLDEN WEST FINANCIAL CORPORATION
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Commission file number 1-4629
Incorporated Pursuant to the Laws of the State of Delaware
IRS Employer Identification No. 95-2080059
1901 Harrison Street, Oakland, California 94612
(510) 446-3420
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 7, 2006, Golden West Financial Corporation ("Golden West") and
Wachovia Corporation ("Wachovia") announced that they had entered into an
Agreement and Plan of Merger, dated as of May 7, 2006 (the "Merger Agreement"),
that provides, among other things, for Golden West to be merged with and into a
wholly owned subsidiary of Wachovia (the "Merger"). On May 8, 2006, Golden West
filed a Current Report on Form 8-K (the "Original Form 8-K") describing terms
and conditions of the Merger Agreement. Golden West incorporates into this
document the information contained in Item 1.01 of the Original Form 8-K, and
hereby amends the Original Form 8-K to include a copy of the Merger Agreement,
which is attached hereto as Exhibit 2.1.
The description of the Merger Agreement contained in the Original Form
8-K and incorporated herein is qualified by the actual terms of the Merger
Agreement, which is incorporated herein by reference.
The Merger Agreement has been included to provide investors and
security holders with information regarding its terms. It is not intended to
provide any other factual information about Golden West or Wachovia. The Merger
Agreement contains representations and warranties each of Golden West and
Wachovia made solely for the benefit of the other. The assertions embodied in
those representations and warranties are qualified by information in
confidential disclosure schedules that the parties have exchanged in connection
with signing the Merger Agreement. The disclosure schedules contain information
that modifies, qualifies and creates exceptions to the representations and
warranties set forth in the Merger Agreement. Moreover, certain representations
and warranties in the Merger Agreement were used for the purpose of allocating
risk between Golden West and Wachovia. Accordingly, you should not rely on the
representations and warranties in the Merger Agreement as characterizations of
the actual state of facts about Golden West or Wachovia.
ITEM 7.01. REGULATION FD DISCLOSURE.
Golden West incorporates into this document the information contained
in Item 7.01 of the Original Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 7, 2006, among Golden
West Financial Corporation, Wachovia Corporation and Burr Financial
Corporation*
99.1 Press Release, dated May 7, 2006, Announcing Execution of Merger
Agreement (incorporated by reference to Exhibit 99.1 of Item 9.01 of
the Original Form 8-K, filed on May 8, 2006)
99.2 Merger Presentation Materials (solely furnished and not filed for
purposes of Item 7.01) (incorporated by reference to Exhibit 99.2 of
Item 9.01 of the Original Form 8-K, filed on May 8, 2006).
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* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Golden West hereby undertakes to furnish supplementally copies
of any of the omitted schedules and exhibits upon request by the Securities and
Exchange Commission.
* * *
FORWARD-LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION
This Current Report on Form 8-K (including information included or
incorporated by reference herein), and the Merger Agreement may contain, among
other things, certain forward-looking statements, with respect to each of
Wachovia, Golden West and the combined company following the Merger, as well as
the goals, plans, objectives, intentions, expectations, financial condition,
results of operations, future performance and business of Wachovia or Golden
West, including, without limitation, (i) statements relating to the benefits of
the Merger, including future financial and operating results, cost savings,
enhanced revenues and the accretion/dilution to reported earnings that may be
realized from the Merger, (ii) statements regarding certain of Wachovia's and/or
Golden West's goals and expectations with respect to earnings, earnings per
share, revenue, expenses and the growth rate in such items, as well as other
measures of economic performance, including statements relating to estimates of
credit quality trends, and (iii) statements preceded by, followed by or that
include the words "may", "could", "should", "would", "believe", "anticipate",
"estimate", "expect", "intend", "plan", "projects", "outlook" or similar
expressions. These statements are based upon the current beliefs and
expectations of Wachovia's and/or Golden West's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. These forward-looking statements
involve certain risks and uncertainties that are subject to change based on
various factors (many of which are beyond Wachovia's and Golden West's control).
The following factors, among others, could cause Wachovia's or Golden
West's financial performance to differ materially from that expressed in such
forward-looking statements: (1) the risk that the businesses of Wachovia and/or
Golden West in connection with the Merger will not be integrated successfully or
such integration may be more difficult, time-consuming or costly than expected;
(2) expected revenue synergies and cost savings from the Merger may not be fully
realized or realized within the expected time frame; (3) revenues following the
Merger may be lower than expected; (4) deposit attrition, operating costs,
customer loss and business disruption following the Merger, including, without
limitation, difficulties in maintaining relationships with employees, may be
greater than expected; (5) the ability to obtain governmental approvals of the
Merger on the proposed terms or schedule; (6) the failure of Wachovia's or
Golden West's shareholders to approve the Merger; (7) the strength of the United
States economy in general and the strength of the local economies in which
Wachovia and/or Golden West conducts operations may be different than expected
resulting in, among other things, a deterioration in credit quality or a reduced
demand for credit, including the resultant effect on Wachovia's and/or Golden
West's loan production, loan portfolio and allowance for loan losses; (8) the
effects of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System; (9) inflation, interest rate, market and monetary fluctuations;
(10) adverse conditions in the stock market, the public debt market and other
capital markets (including changes in interest rate conditions); (11) the timely
development of competitive new products and services by Wachovia or Golden West
and the acceptance of these products and services by new and existing customers;
(12) the willingness of customers to accept third party products marketed by
Wachovia or Golden West; (13) the willingness of customers to substitute
competitors' products and services for Wachovia's or Golden West's products and
services and vice versa; (14) the impact of changes in financial services' laws
and regulations (including laws concerning taxes, banking, securities and
insurance); (15) technological changes; (16) changes in consumer spending and
saving habits; (17) the effect of corporate restructurings, acquisitions and/or
dispositions, including, without limitation, the Merger (and any required
divestitures related thereto), and the actual restructuring and other expenses
related thereto, and the failure to achieve the expected revenue growth and/or
expense savings from such corporate restructurings, acquisitions and/or
dispositions; (18) unanticipated regulatory or judicial proceedings or rulings;
(19) the impact of
changes in accounting principles; (20) adverse changes in financial performance
and/or condition of Wachovia's and/or Golden West's borrowers which could impact
repayment of such borrowers' outstanding loans; (21) the impact on Wachovia's
and/or Golden West's businesses, as well as on the risks set forth above, of
various domestic or international military or terrorist activities or conflicts;
and (22) Wachovia's and/or Golden West's success at managing the risks involved
in the foregoing.
Golden West cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
Golden West, Wachovia, the Merger or other matters and attributable to Golden
West or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above. Golden West does not undertake any
obligation to update any forward-looking statement, whether written or oral,
relating to the matters discussed in this Current Report on Form 8-K.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC
The proposed Merger will be submitted to Wachovia's and Golden West's
shareholders for their consideration. Wachovia will file a registration
statement on Form S-4, which will include a joint proxy statement/prospectus,
and Golden West will file the joint proxy statement, and each of Wachovia and
Golden West may file other relevant documents concerning the proposed Merger
with the SEC. Shareholders are urged to read the registration statement and the
joint proxy statement/prospectus regarding the proposed Merger when they become
available and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
Wachovia and Golden West, at the SEC's website (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, at Wachovia's website
(http://www.wachovia.com) under the tab "Inside Wachovia - Investor Relations"
and then under the heading "Financial Reports - SEC Filings" or at Golden West's
website at www.worldsavings.com under the tab "About Us", then under the link
"Golden West" and then under the heading "SEC Documents". Copies of the joint
proxy statement/prospectus and the SEC filings that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, free of
charge, by directing a request to Wachovia Corporation, Investor Relations, One
Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)
374-6782; or to Golden West, Investor Relations Department, 1901 Harrison
Street, Oakland, CA 94612, (510) 446-3420.
Wachovia and Golden West and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Wachovia and/or Golden West in connection with the proposed
Merger. Information about the directors and executive officers of Wachovia is
set forth in the proxy statement for Wachovia's 2006 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006.
Information about the directors and executive officers of Golden West is set
forth in the proxy statement for Golden West's 2006 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006.
Additional information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be obtained by
reading the joint proxy statement/prospectus regarding the proposed Merger when
it becomes available. You may obtain free copies of these documents as described
in the preceding paragraph.
SIGNATURES
Pursuant to the requirements 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.
Dated: May 11, 2006 GOLDEN WEST FINANCIAL CORPORATION
By: /s/ Michael Roster
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Name: Michael Roster
Title: Executive Vice President,
Secretary and General Counsel