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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 1998
GOLDEN STATE HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE APPLIED FOR 13-3990512
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(415) 904-1100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 11, 1998, Golden State Bancorp Inc., a Delaware corporation
("Golden State"), and its subsidiaries consummated the transactions
contemplated by the Agreement and Plan of Reorganization, dated as of February
4, 1998, as amended (the "Agreement"), by and among Golden State, Golden State
Financial Corporation, a Delaware corporation and a wholly-owned subsidiary of
Golden State ("Golden State Financial"), First Nationwide (Parent) Holdings
Inc., a Delaware corporation ("Parent Holdings"), First Nationwide Holdings
Inc., a Delaware corporation ("FNH"), First Gibraltar Holdings Inc., a Delaware
corporation and the sole stockholder of Parent Holdings ("FGH"), and Hunter's
Glen/Ford, Ltd., a Texas limited partnership ("Hunter's Glen").
Pursuant to the Agreement, FNH merged with and into Golden State Financial
(the "FNH Merger"), Parent Holdings merged with and into Golden State (the
"Golden State Merger"), and Glendale Federal Bank, Federal Savings Bank, an
indirect subsidiary of Golden State ("Glendale Federal"), merged (the
"Subsidiary Bank Merger") with and into California Federal Bank, A Federal
Savings Bank, an indirect subsidiary of FNH ("Cal Fed"). The Golden State
Merger and the FNH Merger are sometimes referred to herein collectively as the
"Holding Company Mergers," and the Holding Company Mergers and the Subsidiary
Bank Merger are sometimes referred to herein collectively as the "Mergers."
Immediately prior to the consummation of the Mergers, FNH contributed all of
its assets, including all of the outstanding common stock of Cal Fed, to, and
its long-term debt was assumed by, Golden State Holdings Inc. (formerly New
First Nationwide Holdings Inc.), a Delaware corporation and a wholly owned
subsidiary of FNH. FNH formerly was owned 80% by Parent Holdings and 20% by
Hunter's Glen. Parent Holdings formerly was an indirect wholly owned subsidiary
of MacAndrews & Forbes Holdings Inc. Hunter's Glen is a limited partnership
controlled by Gerald J. Ford, the Chairman and Chief Executive Officer of Cal
Fed.
Pursuant to the Agreement, FGH and Hunter's Glen received at the closing
of the Holding Company Mergers, in consideration of their interests as
stockholders of Parent Holdings and FNH, certificates representing 41 million
and 15.6 million shares, respectively, of common stock, par value $1.00 per
share, of Golden State ("Common Stock"), as determined pursuant to a formula
set forth in the Agreement. The number of shares covered by the share
certificates issued to FGH and Hunter's Glen at the closing was calculated
based on the number of outstanding securities of Golden State as of September
8, 1998. The number of shares of Common Stock which FGH and Hunter's Glen are
entitled to receive upon consummation of the Holding Company Mergers pursuant
to the Agreement was recalculated pursuant to the Agreement based on the number
of outstanding securities of Golden State as of the close of business on
September 11, 1998, and FGH and Hunter's Glen will be issued certificates
representing 7,503 and 1,876 additional shares of Common Stock, which FGH and
Hunter's Glen, respectively, are so entitled to receive based on such
recalculation.
In addition, the Agreement provides that FGH and Hunter's Glen will be
entitled to receive contingent consideration, through the issuance by Golden
State of additional shares of Common Stock to FGH and Hunter's Glen following
consummation of the Mergers, based on (i) the use by the combined company of
certain potential tax benefits resulting from certain net operating loss
carryforwards of the consolidated group of which Parent Holdings was a part,
and the realization of certain other potential tax assets and liabilities of
Golden State and Parent Holdings and (ii) Cal Fed's net after-tax recovery in
certain specified litigation, including a percentage of the net after-tax
recovery, if any, in Cal Fed's goodwill litigation against the United States
(following payment by Cal Fed of all amounts due to the holders of its
contingent litigation recovery participation interests and its secondary
contingent litigation recovery participation interests and the retention of
certain amounts of such recovery by the combined company). The issuance of such
contingent consideration to FGH and Hunter's Glen will reduce the proportion of
the outstanding Common Stock owned by existing Golden State stockholders and
will correspondingly increase the proportion of the outstanding Common Stock
owned by FGH and Hunter's Glen. The foregoing summary of the provisions of the
Agreement relating to the contingent consideration payable to FGH and Hunter's
Glen following the Mergers does not purport to be complete and is qualified by
reference to the specific terms of the Agreement, included as Exhibits 2.1 and
2.2 to this Current Report on Form 8-K.
1
The board of directors of Golden State Holdings Inc. consists of the
following four directors: Ronald O. Perelman, Gerald J. Ford, Howard Gittis and
Carl B. Webb.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Reorganization, dated as of February 4, 1998, by and among First
Nationwide (Parent) Holdings Inc., First Nationwide Holdings Inc., First Gibraltar Holdings
Inc., Hunter's Glen/Ford, Ltd., Golden State Bancorp Inc. and Golden State Financial
Corporation (incorporated by reference to Exhibit 2.1 to Golden State's Form 8-K dated
February 4, 1998).
2.2 Amendment No. 1, dated as of July 13, 1998, to the Agreement and Plan of Reorganization,
dated as of February 4, 1998, by and among First Nationwide (Parent) Holdings Inc., First
Nationwide Holdings Inc., First Gibraltar Holdings Inc., Hunter's Glen/Ford, Ltd., Golden
State Bancorp Inc. and Golden State Financial Corporation
23.1 (a) Consent of KPMG Peat Marwick LLP (Los Angeles)
(b) Consent of KPMG Peat Marwick LLP (Dallas)
99.1 (a) Financial Statements of Business Acquired.
(i) The following financial statements for Glendale Federal at June 30, 1998 and 1997, and for
the years ended June 30, 1998, 1997 and 1996 are set forth in Exhibit 99.1(a)(i) hereto:
Independent Auditors' Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(ii) The following financial statements for FNH at December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996 and 1995 are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, dated
March 25, 1998:
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2
(iii) The following unaudited financial statements for FNH at June 30, 1998 and for the six
months ended June 30, 1998 and 1997 are incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, dated August 13,
1998:
Unaudited Consolidated Balance Sheets
Unaudited Consolidated Statements of Income
Unaudited Consolidated Statement of Comprehensive Income
Unaudited Consolidated Statements of Stockholders' Equity
Unaudited Consolidated Statements of Cash Flows
Notes to Unaudited Consolidated Financial Statements
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial statements at June 30,
1998 are set forth in Exhibit 99.1(b) hereto:
Pro Forma Condensed Combined Statement of Financial Condition at June 30, 1998
(Unaudited)
Pro Forma Condensed Combined Statement of Operations for the six months ended June
30, 1998 (Unaudited)
Pro Forma Condensed Combined Statement of Operations for the year ended December
31, 1997 (Unaudited)
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SIGNATURE
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 hereunder duly authorized.
Dated: September 25, 1998
GOLDEN STATE HOLDINGS INC.
By: /s/ Richard H. Terzian
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Name: Richard H. Terzian
Title: Executive Vice
President and Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
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2.1 Agreement and Plan of Reorganization, dated as of February 4, 1998, by and
among First Nationwide (Parent) Holdings Inc., First Nationwide Holdings Inc.,
First Gibraltar Holdings Inc., Hunter's Glen/Ford, Ltd., Golden State Bancorp
Inc. and Golden State Financial Corporation (incorporated by reference to
Exhibit 2.1 to Golden State's Form 8-K dated February 4, 1998).
2.2 Amendment No. 1, dated as of July 13, 1998, to the Agreement and Plan of
Reorganization, dated as of February 4, 1998, by and among First Nationwide
(Parent) Holdings Inc., First Nationwide Holdings Inc., First Gibraltar Holdings
Inc., Hunter's Glen/Ford, Ltd., Golden State Bancorp Inc. and Golden State
Financial Corporation.
23.1 (a) Consent of KPMG Peat Marwick LLP (Los Angeles)
(b) Consent of KPMG Peat Marwick LLP (Dallas)
99.1 (a) Financial Statements of Business Acquired.
(i) The following financial statements for Glendale Federal at June 30, 1998
and 1997, and for the years ended June 30, 1998, 1997 and 1996 are set
forth in Exhibit 99.1(a)(i) hereto:
Independent Auditors' Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(ii) The following financial statements for FNH at December 31, 1997 and
1996, and for the years ended December 31, 1997, 1996 and 1995 are
incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997, dated March 25, 1998:
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
5
EXHIBIT
NUMBER DESCRIPTION PAGE
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(iii) The following unaudited financial statements for FNH at June 30, 1998 and
for the six months ended June 30, 1998 and 1997 are incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, dated August 13, 1998:
Unaudited Consolidated Balance Sheets
Unaudited Consolidated Statements of Income
Unaudited Consolidated Statement of Comprehensive Income
Unaudited Consolidated Statements of Stockholders' Equity
Unaudited Consolidated Statements of Cash Flows
Notes to Unaudited Consolidated Financial Statements
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial
statements at June 30, 1998 are set forth in Exhibit 99.1(b) hereto:
Pro Forma Condensed Combined Statement of Financial Condition at June
30, 1998 (Unaudited)
Pro Forma Condensed Combined Statement of Operations for the six
months ended June 30, 1998 (Unaudited)
Pro Forma Condensed Combined Statement of Operations for the year
ended December 31, 1997 (Unaudited)
6