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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 17, 1997
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CENFED FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-19491 95-4314853
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
199 North Lake Avenue, Pasadena, California 91109
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (626) 585-2400
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(Not Applicable)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 17, 1997, CENFED Financial Corporation (the "Registrant")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Golden State Bancorp, Inc., a Delaware corporation ("GSB"), pursuant to which
GSB will acquire the Registrant through the merger of a wholly-owned subsidiary
of GSB with the Registrant (the "Merger"). As a result of the Merger, each
outstanding share of the Registrant's common stock, par value $.01 per share,
will be converted into the right to receive 1.2 shares of common stock of GSB,
par value $1.00 per share. The Merger is conditioned upon, among other things,
the receipt of all necessary regulatory approvals, the adoption and approval of
the Merger Agreement by stockholders of the Registrant and certain other
customary conditions. The Merger is expected to be completed in the first
quarter of calendar 1998. The Merger Agreement is attached as Exhibit 2.1 hereto
and is hereby incorporated herein by reference.
On August 18, 1997, the Registrant and GSB issued a press release and
held a conference call with financial analysts, institutional shareholders and
other invited guests relating to the Merger Agreement and the related
transactions. A copy of the press release is attached as Exhibit 99.1 hereto and
is hereby incorporated herein by reference.
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 Merger, dated as of August 17, 1997 by and
between the Registrant and Golden State Bancorp Inc.
99.1 Press release, dated August 18, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: August 26, 1997
CENFED FINANCIAL CORPORATION
By: /s/ STEVEN P. NEIFFER
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Name: Steven P. Neiffer
Title: Principal Accounting Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of August 17, 1997, by and
between the Registrant and Golden State Bancorp, Inc.
99.1 Press release, dated August 18, 1997.
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