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EXHIBIT 4.2
CUSIP NO.:
REGISTERED NO.: FIXR - ______ PRINCIPAL AMOUNT: $________________
H. F. AHMANSON & COMPANY
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue
(Fixed Rate)
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO H. F.
AHMANSON & COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY SAVINGS
BANK OR NON-BANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND, SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON THE
REVERSE HEREOF:
ISSUE PRICE:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
INTEREST PAYMENT DATES:
OPTIONAL REDEMPTION: INITIAL REDEMPTION DATE: REDEMPTION PRICE: Initially ___% of
Principal Amount and declining by ___% of the
/ / Yes / / No Principal Amount on each anniversary of the
Initial Redemption Date until the Redemption
Price is 100% of the Principal Amount
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OPTION TO ELECT REPAYMENT: OPTIONAL REPAYMENT DATE(S): OPTIONAL REPAYMENT PRICE(S):
/ / Yes / / No
REPAYMENT PROVISIONS:
OPTIONAL INTEREST RATE
RESET:
EXTENDIBLE MATURITY NOTE: AMORTIZING NOTE DISCOUNTED SECURITY:
/ / Yes / / No
DEPOSITARY: The Depository Trust OTHER PROVISIONS:
Company
If this Security was issued with "original issue discount" for purposes of Section 1273 of the Internal Revenue Code of
1986, as amended, the following shall be completed:
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a
SECURITY: percentage of aggregate principal
amount):
/ / Yes / / No
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID: METHOD USED TO DETERMINE YIELD FOR
INITIAL ACCRUAL PERIOD:
/ / Approximate / / Exact
H. F. AHMANSON & COMPANY, a corporation duly organized and existing
under the laws of Delaware (herein called "Ahmanson", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of ______________ dollars ($____________) at Maturity, and to pay
interest thereon from and including the Original Issue Date shown above or from
and including the last date in respect of which interest has been paid, as the
case may be, to, but excluding, the next succeeding Interest Payment Date.
"Maturity" means the date on which the principal of this Note becomes due and
payable in full, whether at the Stated Maturity shown above or earlier by
declaration of acceleration, call for redemption or otherwise. Interest will
be paid on the Interest Payment Dates shown above, commencing with the first
such Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below), at the rate per annum specified above, until the
principal hereof is paid or made available for payment, and interest shall
accrue on any overdue principal and on any overdue installment of interest (to
the extent that the payment of such interest shall be legally enforceable) at
the rate per annum in effect at the time such principal or installment of
interest, as the case may be, was due and payable. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
regular record date for such interest, which shall be the May 31 or November 30
(whether or not a Business Day, as defined), as the case may be, next preceding
such Interest Payment Date; provided, however, that interest payable at
Maturity will be payable to the Person to whom principal shall be payable.
Payments of principal and interest on Notes for which payments of principal and
interest are made in equal installments over the life of the security
("Amortizing Notes"), will be made either quarterly on each March 15, June 15,
September 15 and December 15 or semiannually on each June 15 and December 15 as
set forth in the applicable Pricing Supplement,
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and at Maturity. Such payments will be payable to the person in whose name such
Amortizing Note is registered at the close of business on the fifteenth day
(whether or not a Business Day) next preceding the respective Interest Payment
Date. If this Note was originally issued between a regular record date and an
Interest Payment Date, the first payment of interest on this Note will be made
on the Interest Payment Date following the next succeeding regular record date
to the registered owner of this Note on such next succeeding regular record
date. Any interest not punctually paid or duly provided for shall be payable as
provided in the Indenture.
Payment of the principal of and interest on this Note will be made on
each Interest Payment Date or at Maturity by the Trustee as Paying Agent by
wire transfer of immediately available funds to a separate account of the
Depositary or its nominee at the Federal Reserve Bank of New York, provided
that, in the case of payments made at Maturity of this Note, this Note is
presented to the Trustee in time for the Trustee to make such payments in
accordance with its normal procedures.
Interest will be computed on the basis of a 360-day year of twelve
30-day months.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Ahmanson has caused this instrument to be duly
executed under its corporate seal.
Dated:
H. F. AHMANSON & COMPANY
[Corporate Seal] By:
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Name:
Title:
ATTEST:
By:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series described herein and
referred to in the within-mentioned Indenture.
CITIBANK, N.A.,
As Trustee
By:
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Authorized Officer
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[REVERSE OF NOTE]
H. F. AHMANSON & COMPANY
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
Section 1. General. This Note is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness of Ahmanson (herein
called the "Securities"), of the series hereinafter specified, all issued or to
be issued under and pursuant to an indenture, dated as of April 4, 1995,
between Ahmanson and Citibank, N.A., as Trustee (the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, Ahmanson and the Holders of the Notes.
The Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, and may otherwise vary as in the Indenture
provided. This Note is one of a series designated as "Medium-Term Notes, Series
A" of Ahmanson, limited in aggregate principal amount to $500,000,000, or in
such lesser amount as may be reduced by the sale of Securities of another
series. References herein to "Notes" shall mean the Notes of said Series A.
Section 2. Payments. Interest on this Note will be payable
semi-annually each June 15 and December 15 or as otherwise set forth herein
(the "Interest Payment Dates") and at the Stated Maturity or upon earlier
redemption or repayment.
Interest payments on each Interest Payment Date for this Note will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date, except that at Maturity
the interest payments will include accrued interest from and including the
Original Issue Date, or from and including the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the date of
Maturity.
Until this Note is paid or payment is duly provided for, Ahmanson
will, at all times, maintain a paying agent (the "Paying Agent") capable of
performing the duties described herein to be performed by the Paying Agent.
Ahmanson has initially appointed the Trustee as the Paying Agent. Ahmanson will
notify the Holders, in accordance with the Indenture, of any change in the
Paying Agent or its address.
Section 3. Redemption. If so specified in the face hereof, Ahmanson
may at its option redeem this Note in whole or from time to time in part on or
after the date designated as the Initial Redemption Date on the face hereof at
prices declining from a premium specified on the face hereof, if any, to par
together with accrued interest to the date of redemption. Ahmanson may exercise
such option by causing a notice of such redemption to be mailed to each Holder
by first class mail, postage prepaid, at least 30 but not more than 60 days
prior to the date of redemption. In the event of redemption of this Note in
part only, a new Note or Notes for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof. If less
than all of the Notes with like tenor and terms to this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof, this Note
will be repayable prior to the Stated Maturity at the option of the Holder on
the Optional Repayment Dates shown on the face hereof at a price equal to 100%
of the principal amount hereof or, if this Note is a Discounted Security (as
specified on the face hereof), at the applicable Optional Repayment Price shown
on the face hereof, together with accrued interest, if any, to the date of
repayment.
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Section 5. Sinking Fund. This Note will not be subject to any sinking
fund.
Section 6. Original Issue Discount Notes. Notwithstanding anything
herein to the contrary, if this Note is an Original Issue Discount Note, the
amount payable in the event of redemption or repayment, or declaration of
acceleration following an Event of Default, prior to the Stated Maturity hereof
in lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the date of
repayment or the date of declaration of acceleration, as the case may be. The
"Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue
Price (as set forth on the face hereof) plus (b) that portion of the difference
between the Issue Price and the principal amount hereof that has accrued at the
Yield to Maturity (as set forth on the face hereof) (computed in accordance
with generally accepted United States bond yield computation principles) at the
date as of which the Amortized Face Amount is calculated but in no event shall
the Amortized Face Amount of this Note exceed its principal amount.
Section 7. Events of Default. In case an Event of Default, as defined
in the Indenture, with respect to the Notes shall have occurred and be
continuing, the principal amount of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
Section 8. Modifications and Waivers. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of Ahmanson and the rights of the
Holders of the Notes of each series to be affected under the Indenture at any
time by Ahmanson and the Trustee with the consent of the Holders of a majority
in principal amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting, with certain
exceptions as therein provided, the Holders of specified percentages in
principal amount of the Notes of each series at the time Outstanding, on behalf
of the Holders of all Notes of such series, to waive compliance by Ahmanson
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Notes of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Note for
the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the right of the Holder of this Note,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and interest, if any, on this Note at the times, places
and rate herein prescribed.
Section 9. Authorized Denominations. Notes are issuable in registered
form without coupons in the minimum denomination of $1,000, and in any larger
amount that is an integral multiple of $1,000. Notes may be exchanged by the
Holder hereof without charge except for any tax or other governmental charge
imposed in connection therewith, for a like aggregate principal amount of Notes
of other authorized denominations in the manner and subject to the limitations
provided in the Indenture at the office or agency to be maintained by Ahmanson
for such purpose.
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Section 10. Registration of Transfer. As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note
is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
or her attorney duly authorized in writing, and thereupon one or more new Notes
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Section 11. Owners. Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
Section 12. Defeasance. The Indenture contains provisions, which
apply to this Note, for defeasance at any time of (i) the entire indebtedness
of this Note or (ii) certain restrictive covenants and Events of Default with
respect to this Note, subject in either case to compliance by Ahmanson with
conditions set forth in the Indenture.
Section 13. Definitions. All terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them therein.
Section 14. Governing Law. This Note shall be governed and construed
in accordance with the law of the State of New York.
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OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects to have
Ahmanson repay the principal amount of this Note or portion hereof below
designated at the Optional Repayment Price indicated on the face hereof.
Dated:
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Signature
Sign exactly as name appears on the front of this Note
[SIGNATURE GUARANTEE - required only if Notes are to be
issued and delivered to anyone other than the registered holder]
Principal amount to be repaid, if Fill in for registration of Notes if to be issued otherwise than
amount to be repaid is less the to the then registered holder:
principal amount of this Note
(principal amount remaining must be Name:
an authorized denomination) -----------------------------------------------------------
Address:
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(Please print name and address including zip
$ code)
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SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ..................Custodian........................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.............................................
(state)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing______________attorney to transfer said Note on the books of Ahmanson,
with full power of substitution in the premises.
Dated:
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Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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