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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12
GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[_] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
$125
(2) Form, schedule or registration statement no.:
Schedule 14A
(3) Filing party:
Glendale Federal Bank, Federal Savings Bank
(4) Date filed:
August 12, 1996
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GLENDALE FEDERAL BANK F.S.B.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Stockholder: September 20, 1996
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Glendale Federal Bank, Federal Savings Bank
("Glendale Federal"), which will be held in the Viennese Ballroom at the Ritz-
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Hotel, located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on Tuesday, October 22, 1996.
As described in the accompanying Notice of Annual Meeting of Stockholders
and Proxy Statement, you will be asked to consider and vote upon the election
of directors, proposed amendments to Glendale Federal's Amended and Restated
1993 Stock Option and Long-Term Performance Incentive Plan and the appointment
of the independent auditors for Glendale Federal.
Your vote is very important, regardless of the amount of stock you own.
Please complete and sign each proxy card you receive and return it as soon as
possible in the postage-paid envelope provided even if you currently plan to
attend the Annual Meeting. This will not prevent you from voting in person,
but will assure that your vote is counted if you are unable to attend the
meeting.
Thank you for your consideration of these matters and please vote today.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board
IMPORTANT: IF YOUR GLENDALE FEDERAL STOCK IS HELD IN THE NAME OF A BROKERAGE
FIRM OR NOMINEE, ONLY THEY CAN EXECUTE A PROXY ON YOUR BEHALF. TO ENSURE THAT
YOUR STOCK IS VOTED, WE URGE YOU TO FOLLOW THE VOTING INSTRUCTIONS PROVIDED TO
YOU BY SUCH FIRM OR NOMINEE WITH THIS PROXY STATEMENT OR TO TELEPHONE THE
INDIVIDUAL RESPONSIBLE FOR YOUR ACCOUNT TODAY AND OBTAIN INSTRUCTIONS ON HOW
TO DIRECT HIM OR HER TO EXECUTE A PROXY.
IF YOU HAVE ANY QUESTIONS OR NEED HELP IN VOTING YOUR STOCK OR NEED
DIRECTIONS TO THE ANNUAL MEETING SITE, PLEASE TELEPHONE INVESTOR RELATIONS:
(▇▇▇) ▇▇▇-▇▇▇▇, OR CALL OUR PROXY SOLICITOR, ▇▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇: (800) 326-
9653.
GLENDALE FEDERAL BANK F.S.B.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 22, 1996
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Glendale
Federal Bank, Federal Savings Bank, will be held in the Viennese Ballroom at
the Ritz-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Hotel, located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on Tuesday, October 22, 1996, at 10:00 a.m., California
time, to:
1.Elect two directors for terms of three years each.
2.Approve the amendments to Glendale Federal's Amended and Restated 1993
Stock Option and Long-Term Performance Incentive Plan.
3.Ratify the appointment of KPMG Peat Marwick LLP as Glendale Federal's
independent auditors for the fiscal year ending June 30, 1997.
4.Transact such other business as may properly come before the Annual
Meeting or any adjournment thereof and may properly be acted upon.
The Board of Directors has selected September 3, 1996 as the record date for
the Annual Meeting. Only those stockholders of record at the close of business
on that date will be entitled to notice of and to vote at the Annual Meeting
or any postponements or adjournments thereof.
By order of the Board of Directors
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Secretary
Glendale, California
September 20, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK F.S.B.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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PROXY STATEMENT
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VOTING AT THE ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Glendale Federal Bank, Federal Savings
Bank ("Glendale Federal"), for use at the Annual Meeting of Stockholders of
Glendale Federal to be held on October 22, 1996, and at any postponements or
adjournments thereof. The approximate date of mailing of this Proxy Statement
is September 20, 1996.
The Board of Directors of Glendale Federal has selected September 3, 1996 as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, the only class of stock outstanding and entitled
to vote at the meeting was Glendale Federal's common stock, of which
47,161,877 shares were issued and outstanding.
The holders of common stock entitled to vote at the Annual Meeting will have
one vote per share on all matters to come before the Annual Meeting other than
the election of directors. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted for a vote of the stockholders. If a broker indicates on its proxy
that the broker does not have discretionary authority to vote on a particular
matter as to certain shares, those shares will be counted for general quorum
purposes but will not be considered as present and entitled to vote with
respect to that matter.
With respect to the election of directors, stockholders will be entitled to
cumulate their votes. Cumulative voting entitles each stockholder to give one
candidate as many votes as the number of directors to be elected multiplied by
the number of shares held by such stockholder or to distribute such votes on
the same principle among any number of candidates. The election of directors
will require the affirmative vote of a plurality of the shares of common stock
voting in person or by proxy at the Annual Meeting. The proxy enclosed with
this proxy statement grants discretionary authority to cumulate votes in such
manner as the proxy holders deem appropriate. If a stockholder withholds his
or her vote for any individual nominee in the manner instructed on the proxy
card, the stockholder's votes will be voted for the remaining nominees in such
manner as the proxy holders determine.
The approval of the amendments to Glendale Federal's Amended and Restated
1993 Stock Option and Long-Term Performance Incentive Plan (the "Plan")
described herein will require the affirmative vote of a majority of the
outstanding shares of Glendale Federal common stock entitled to vote on the
proposal.
All valid proxies received in response to this solicitation will be voted in
accordance with the instructions indicated thereon by the stockholders giving
such proxies. If no contrary instructions are given, such proxies will be
voted FOR the election of each of the nominees for election as directors
named, or as many thereof as may be elected with the proxies received, and FOR
each of the other proposals described herein. Any stockholder has the power to
revoke his or her proxy at any time before it is voted at the Annual Meeting
by giving written notice of such revocation to the Secretary of Glendale
Federal (which notice may be given by the filing of a duly executed proxy
bearing a later date) or by attending the Annual Meeting and voting in person.
The cost of this solicitation will be paid by Glendale Federal. Glendale
Federal has retained ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ to assist in the solicitation of
proxies for a fee of $7,000 and reimbursement of certain expenses. To the
extent necessary, proxies may also be solicited by personnel of Glendale
Federal in person, by telephone or through other forms of communication.
Glendale Federal personnel who participate in this solicitation will not
receive any additional compensation for such solicitation. Glendale Federal
will request record holders of shares beneficially owned by others to forward
this proxy statement and related materials to the beneficial owners of such
shares and will reimburse such record holders for their reasonable expenses
incurred in doing so.
1
ELECTION OF DIRECTORS
Glendale Federal's Charter and Bylaws provide, with certain exceptions, that
the authorized number of directors shall be not fewer than five and not more
than fifteen, with the exact number of directors to be fixed from time to time
by Glendale Federal's Board of Directors. Glendale Federal's Charter and
Bylaws also provide that the Board of Directors shall be divided into three
classes as nearly equal in number as possible. Generally, the members of each
class are to be elected for terms of three years and until their successors
are elected and qualified, with one of the three classes of directors to be
elected each year.
The Board of Directors presently consists of eleven directors, four of whose
terms will expire at the Annual Meeting. Two of the Directors whose terms
expire at the Annual Meeting, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., will
retire and one Director, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, will not seek re-election. The
Board has determined not to replace Messrs. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, and
has fixed the number of directors at eight. The Board of Directors has
nominated the other Director whose term expires at the Annual Meeting, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, for re-election as director with a term to expire at the 1999
Annual Meeting of Glendale Federal. In addition, in order to more evenly
balance the three classes of Directors, the Board has nominated ▇▇▇▇ ▇. ▇▇▇▇▇▇
to serve an additional two years beyond the expiration of his current term in
1997 to a term to expire at the 1999 Annual Meeting of the Stockholders of
Glendale Federal. Each of the nominees has indicated his willingness to serve
if elected. If any nominee becomes unable to serve, the proxies solicited
hereby will be voted for the election of such other person or persons as the
Board of Directors may select.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF MESSRS. ▇▇▇▇▇▇
AND ▇▇▇▇▇▇▇ AS DIRECTORS OF GLENDALE FEDERAL.
The following table sets forth the names of and certain information with
respect to the two persons nominated by the Board of Directors for election as
directors of Glendale Federal at the Annual Meeting and each other director of
Glendale Federal who will continue to serve as a director after the Annual
Meeting.
DIRECTOR TERM POSITIONS CURRENTLY
NOMINEES FOR DIRECTOR AGE SINCE (1) EXPIRING HELD WITH GLENDALE FEDERAL
--------------------- --- --------- -------- ----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ (2)(3)(4).... 64 1992 1999 Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (2)(5)... 56 1981 1999 Director
CONTINUING DIRECTORS
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ (3)(4)....... 47 1992 1998 Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (5)(6).... 69 1994 1997 Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (3)(6)(7)... 56 1992 1998 Senior Executive Vice
President and Chief Credit
Officer and Director
▇▇▇▇ ▇. ▇▇▇▇ (3)(4)(7)...... 63 1994 1998 Director
▇▇▇▇ ▇. ▇▇▇▇▇▇ (2).......... 51 1994 1997 Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (3)...... 50 1991 1997 Chairman of the Board, Chief
Executive Officer, President
and Director
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(1) The date given includes years during which the director served on the
Board of GLENFED, Inc., the former holding company of Glendale Federal.
(2) Member of the Audit Committee, of which ▇▇. ▇▇▇▇▇▇ is Chair.
(3) Member of the Executive Committee, of which ▇▇. ▇▇▇▇▇▇▇ is Chair.
(4) Member of the Officer Compensation and Personnel Committee, of which ▇▇.
▇▇▇▇▇ is Chair.
(5) Member of the Community Investment Committee, of which ▇▇. ▇▇▇▇▇▇ is
Chair.
(6) Member of the Credit Review Committee, of which ▇▇. ▇▇▇▇▇▇▇ is Chair.
(7) Member of the Finance Committee, of which ▇▇. ▇▇▇▇ is Chair.
2
NOMINEES FOR DIRECTOR:
▇▇▇▇ ▇. ▇▇▇▇▇▇ retired as Vice Chairman and Chief Financial Officer of
Security Pacific Corporation in 1992 after 32 years with the company. ▇▇.
▇▇▇▇▇▇ is also a director of US Facilities Corp. and of Pacific Gulf
Properties, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is Managing Partner of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, a
certified public accounting firm in Los Angeles, California. ▇▇. ▇▇▇▇▇▇▇ is a
director of several nonprofit organizations. From 1980 to 1993 he served as a
director of General Telephone Company of California and from 1987 to 1996 he
was a director of Blue Cross of California.
CONTINUING DIRECTORS:
▇▇▇▇▇ ▇. ▇▇▇▇▇ is Chief Executive Officer and President of The Earth
Technology Corporation, headquartered in Long Beach, California. She also
serves as a Director of Teledyne, Inc. and of The Fixed Income Funds of the
American Funds Group. ▇▇. ▇▇▇▇▇ served as Chief Operating Officer of The Earth
Technology Corporation from December 1987 until January 1993. She became its
President in September 1988 and its Chief Executive Officer in January 1993.
She served as Chairwoman from March 1993 until January 1996 when The Earth
Technology Corporation was sold.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ retired in 1993 after serving for seven years as Vice
Chairman, Director and Chief Credit Officer of Mellon Bank Corporation. From
1950 to 1985 ▇▇. ▇▇▇▇▇▇ served in positions of increasing responsibility with
Security Pacific National Bank. He served as Executive Vice President and
Manager, Special Assets Department, of ▇▇▇▇▇▇▇ National Bank from 1985 to
1986.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ has been Senior Executive Vice President and a Director of
Glendale Federal since May 1992. He served as Chief Legal Officer from May
1992 until April 1994; Director, Corporate Development, from April 1994 until
February 1996; and as Chief Credit Officer since February 1996. From 1980
until May 1992, he was a partner in the law firm of ▇▇▇▇▇▇▇ & Fitting and was
actively involved in advising Glendale Federal with respect to legal and
regulatory matters. On March 31, 1993 a state court receiver was appointed for
▇▇▇▇▇▇▇ & Fitting.
▇▇▇▇ ▇. ▇▇▇▇ is President and Chief Executive Officer of ▇▇▇▇▇▇▇▇ Center
Association, a nonprofit association whose goal is to help break the cycle of
the homeless. He was Chairman and Chief Executive Officer of World Trade Bank
from 1987 to 1990 and served as a Senior Advisor to Union Bank of Switzerland
from 1990 to 1993. ▇▇. ▇▇▇▇ is a former Vice Chairman of ▇▇▇▇▇▇▇ National Bank
and a former Chairman of the Board of First Interstate Bank of California. ▇▇.
▇▇▇▇ is a Director of Ameron International, Inc. and of ▇▇▇▇▇▇ ▇▇▇▇▇
Industries, a Trustee of the University of Southern California and of the
California Hospital Center Foundation, the founding Chairperson of Kidspace
and a Director of the National Institute of Transplantation Foundation.
▇▇▇▇ ▇. ▇▇▇▇▇▇ has been a general partner since 1992 of Boston Provident
Partners, L.P., an investment partnership focusing on the financial services
industry. From 1987 to 1992, ▇▇. ▇▇▇▇▇▇ was a consultant on financial services
industry issues. In May 1995, he was appointed by United States Secretary of
the Treasury ▇▇▇▇▇ as a member of the Advisory Commission on Financial
Services. Prior to 1987, ▇▇. ▇▇▇▇▇▇ was a member of the McKinsey Co. Financial
Services Group. ▇▇. ▇▇▇▇▇▇ also served as an Associate Director of the
White House Domestic Policy Staff under President ▇▇▇▇▇▇.
3
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ joined Glendale Federal as Senior Executive Vice
President and Chief Financial Officer in July 1990. In June 1991, he was
elected a Director and Vice Chairman of the Board and Chief Financial Officer
of Glendale Federal. Since April 1992, ▇▇. ▇▇▇▇▇▇▇ has served as Chairman of
the Board, Chief Executive Officer and President of Glendale Federal.
MEETINGS AND COMMITTEES:
The Board of Directors of Glendale Federal, which met twelve times during
the fiscal year ended June 30, 1996, had, during fiscal 1996, standing
Executive, Audit, Community Investment, Credit Review, Finance and Officer
Compensation and Personnel Committees which met during the year.
The Executive Committee, which, with certain exceptions, may exercise the
authority of the Board of Directors when the Board is not in session, met once
in fiscal 1996.
The Audit Committee, which met ten times during fiscal 1996, reviews and
reports to the Board of Directors with respect to various auditing and
accounting matters, including the selection of Glendale Federal's independent
auditors.
The Community Investment Committee, which met four times during fiscal 1996,
oversees and participates in the development and implementation of Glendale
Federal's policies and programs adopted to comply with federal fair lending
and credit availability statutes and regulations.
The Credit Review Committee reviews the credit quality, portfolio structure
and portfolio monitoring activities of Glendale Federal and its subsidiaries.
During fiscal 1996, this Committee met twelve times.
The Finance Committee met a total of thirteen times in fiscal 1996. The
Finance Committee oversees the asset/liability risk management activities of
Glendale Federal and reviews the performance of Glendale Federal under its
business plans.
The Officer Compensation and Personnel Committee approves, subject to the
approval of the Board of Directors with respect to ▇▇. ▇▇▇▇▇▇▇, the
compensation for ▇▇. ▇▇▇▇▇▇▇ and all executive vice presidents and other
executive officers of Glendale Federal who report directly to ▇▇. ▇▇▇▇▇▇▇,
approves grants of stock options and stock incentives to ▇▇. ▇▇▇▇▇▇▇ and all
other officers, reviews the compensation of all other officers of Glendale
Federal and reviews and approves Glendale Federal's benefit programs. During
fiscal 1996, this Committee met ten times.
During fiscal 1996, ▇▇. ▇▇▇▇▇ attended less than 75% of the combined total
of meetings held by the Board of Directors and of Board committees on which
she serves.
The Board of Directors acts as the Nominating Committee of Glendale Federal
and identifies, recruits, interviews, evaluates and nominates individuals for
election as Directors of Glendale Federal. The Bylaws of Glendale Federal
provide that, except to the extent that any supplementary charter section
addresses the matter and except in the case of a nominee substituted as a
result of death or incapacity of a management nominee, the Board of Directors
shall deliver written nominations to the Secretary of Glendale Federal at
least 20 days prior to the date of the Annual Meeting and that upon delivery
such nominations shall be posted in a conspicuous place in each office of
Glendale Federal. No nominations for directors other than those made by the
Committee may be voted upon at the Annual Meeting unless other nominations by
stockholders are made in writing at least five days prior to the date of the
Annual Meeting and delivered by such date to the Secretary of Glendale
Federal. Upon delivery, such nominations are required to be posted in a
conspicuous place in each office of Glendale Federal. Ballots bearing the
names of all persons nominated by the Committee and by stockholders are
required to be provided for use at the Annual Meeting. If the Committee does
not act at least 20 days prior to the Annual Meeting, nominations for
directors may be made at the Annual Meeting by any stockholder entitled to
vote.
4
BENEFICIAL OWNERSHIP OF GLENDALE FEDERAL SECURITIES
BY MANAGEMENT
The following table sets forth information as of July 31, 1996, concerning
the shares of Glendale Federal common stock beneficially owned by each
director of Glendale Federal, by each executive officer named in the Summary
Compensation Table and by all directors and executive officers of Glendale
Federal as a group. All shares are of common stock except as otherwise
specifically indicated.
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP PERCENT OF CLASS
---- -------------------- ----------------
▇▇▇▇ ▇. ▇▇▇▇▇▇........................... 10,196 (1) *
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇......................... 182,510 (2) *
▇▇▇▇▇ ▇. ▇▇▇▇▇........................... 10,100 (1) *
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇......................... 20,500 (3) *
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇........................ 10,500 (1) *
▇▇▇▇▇▇▇ ▇. ▇▇▇▇.......................... 227,000 (4) *
▇▇▇▇ ▇. ▇▇▇▇▇▇........................... 165,008 (5) *
▇▇▇▇▇ ▇. ▇▇▇▇............................ 175,050 (5) *
▇▇▇▇ ▇. ▇▇▇▇............................. 10,300 (1) *
▇▇▇▇ ▇. ▇▇▇▇▇▇........................... 23,404 (1)(6) *
▇▇▇▇ ▇. ▇▇▇▇▇▇........................... 47,000 (1)(7) *
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇....................... 951,300 (8) 2.02%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇....................... 10,331 (1) *
▇. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇...................... 10,950 (1) *
All directors and executive officers as a
group (23 persons)...................... 2,188,528 (9) 4.66%
--------
*Less than one percent of the outstanding shares in each case.
(1) Includes options to acquire 10,000 shares.
(2) Includes options to acquire 182,500 shares.
(3) Includes options to acquire 20,000 shares. Voting and investment power are
shared as to 500 shares.
(4) Includes options to acquire 225,000 shares and 2,000 shares of common
stock that are held jointly with ▇▇. ▇▇▇▇'▇ spouse, as to which voting and
investment power are shared.
(5) Includes options to acquire 165,000 shares.
(6) Includes 2,404 shares of common stock that ▇▇. ▇▇▇▇▇▇ has the right to
receive upon the conversion of 1,000 shares of Glendale Federal's
Noncumulative Preferred Stock, Series E owned by him.
(7) Includes 35,000 shares held by a limited partnership for its account. ▇▇.
▇▇▇▇▇▇ and his cogeneral partner have sole voting and dispositive power as
to the 35,000 shares. ▇▇. ▇▇▇▇▇▇ disclaims beneficial ownership of the
shares held by the partnership except to the extent of his pecuniary
interest therein.
(8) Includes options to acquire 950,000 shares. 1,300 shares of common stock
are held as Trustee of the ▇▇▇▇▇▇▇ Family Trust, for which voting
authority is shared.
(9) Includes 131 shares held at June 30, 1996 under the Sheltered Pay Plan,
2,404 shares that ▇▇. ▇▇▇▇▇▇ has the right to acquire upon the conversion
of his 1,000 shares of Noncumulative Preferred Stock, Series E, 962 shares
that an executive has the right to acquire upon the conversion of 400
shares of Noncumulative Preferred Stock, Series E, and an aggregate of
2,130,750 shares which the directors and executive officers have the power
to acquire pursuant to outstanding options granted under the Glendale
Federal 1993 Stock Option and Long-Term Performance Incentive Plan. Also
includes 38,800 shares as to which voting and investment power are shared.
5
BY OTHERS
Management knows of no person, except as set forth below, who owned as of
July 31, 1996 more than five percent of Glendale Federal's outstanding common
stock.
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ -------------------- ----------------
▇▇▇▇▇▇ and S. Bleichroeder, Inc.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10006.................. 2,075,800 (1) 5.1% (1)
Boston Partners Asset Management L.P.
Boston Partners, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇ Heathwood
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ 02111............... 3,245,699 (2) 7.6% (2)
FMR Corp.
Fidelity Management & Research Company
Fidelity Contrafund
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3d
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ 02109............... 3,793,215 (3) 9.12% (3)
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258............ 2,130,000 (4) 5.22% (4)
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
World Financial Center, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10281.................. 4,178,594 (5) 9.6% (5)
Travelers Group Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Holdings, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10013.................. 2,364,099 (6) 5.8% (6)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10022.................. 3,117,720 (7) 7.4% (7)
Wellington Management Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ 02109............... 2,235,792 (8) 5.25% (8)
--------
(1) Amount, nature of beneficial ownership and percent of class are taken from
a Schedule 13G dated February 14, 1996 filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") that states that ▇▇▇▇▇▇ and ▇.
▇▇▇▇▇▇▇▇▇▇▇▇, Inc., is an investment advisor for a number of investment
companies and for certain discretionary accounts. Such Schedule 13G
indicates that ▇▇▇▇▇▇ and S. Bleichroeder, Inc., has sole voting power as
to 144,000 shares, shared voting power as to 1,931,700 shares and sole
dispositive power as to all reported shares.
(2) Amount, nature of beneficial ownership and percent of class are taken from
a Schedule 13G dated February 12, 1996 filed pursuant to the Exchange Act
that states that Boston Partners Asset Management L.P. ("BPAM") is an
investment advisor that owns 1,017,404 shares of Glendale Federal common
stock, 760,000 shares of Glendale Federal preferred stock that may be
converted into 1,827,040 shares of Glendale Federal common stock and
warrants to purchase 401,255 shares of Glendale Federal common stock. Such
6
Schedule 13G indicates that BPAM has shared voting and dispositive power as
to all shares. Such filing further indicates that Boston Partners, Inc., is
the sole general partner of BPAM, that ▇▇▇▇▇▇▇ ▇▇▇▇ Heathwood is the
principal stockholder of Boston Partners, Inc., and that, as such, Boston
Partners, Inc. and ▇▇. ▇▇▇▇▇▇▇▇▇ may be deemed to beneficially own the
shares of Glendale Federal common stock reported by BPAM.
(3) Amount, nature of beneficial ownership and percent of class are taken from
a Schedule 13G dated February 14, 1996 filed pursuant to the Exchange Act
that states that FMR Corp.'s beneficial ownership derives from its
ownership of Fidelity Management & Research Company, which acts as an
investment advisor and beneficially owns 3,541,303 shares (8.52%) of
Glendale Federal common stock, and from its ownership of Fidelity
Management Trust Company. Such filing further states that one fund advised
by Fidelity Management & Research Company, the Fidelity Contrafund,
beneficially owns 2,169,700 shares (5.22%) of Glendale Federal common
stock. Such filing indicates that (i), of FMR Corp.'s and Fidelity
Management & Research Company's beneficially owned shares, 674,803 are
shares that may be obtained upon the conversion of 280,700 shares of
Glendale Federal preferred stock and (ii), of FMR's beneficially owned
shares, an additional 163,712 are shares that may be obtained upon the
conversion of 68,100 shares of Glendale Federal preferred stock
beneficially owned by Fidelity Management Trust Company, (iii) the
beneficial ownership of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3d and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
derives from their control of FMR Corp. and (iv) FMR Corp. and Mr. and
▇▇▇. ▇▇▇▇▇▇▇ have sole power to vote 247,712 shares and sole power to
dispose of all reported shares.
(4) Amount, nature of beneficial ownership and percent of class are taken from
a Schedule 13G dated January 26, 1996 filed pursuant to the Exchange Act
that states that Mellon Bank Corporation is a holding company for six
direct or indirect subsidiaries and that it has sole voting power as to
2,087,000 shares, sole dispositive power as to 2,088,000 shares and shared
dispositive power as to 42,000 shares.
(5) Amount, nature of beneficial ownership and percent of class are taken from
Amendment No. 4 dated February 12, 1996 to a Schedule 13G filed pursuant
to the Exchange Act that states that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. is a parent
holding company that may be deemed to share with its affiliated companies
voting and dispositive power as to such shares. Included within such
shares beneficially owned are (i) 4,140,534 (9.6%) that ▇▇▇▇▇▇▇ ▇▇▇▇▇
Group, Inc., and Princeton Services, Inc., which are parent holding
companies, may be deemed to beneficially own and as to which such
corporation may be deemed to have shared voting and dispositive power;
(ii) 4,030,434 (9.3%) that ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P., an
investment advisor, may be deemed to beneficially own and as to which such
corporation may be deemed to have shared voting and dispositive power; and
(iii) 3,760,434 (8.7%) that ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation Fund, Inc., an
investment company, may be deemed to beneficially own and as to which such
corporation may be deemed to have shared voting and dispositive power.
(6) Amount, nature of beneficial ownership and percent of class are taken from
a Schedule 13G dated February 1, 1996 filed pursuant to the Exchange Act
that states that Travelers Group Inc. is a parent holding company for
▇▇▇▇▇ ▇▇▇▇▇▇ Holdings and that they have shared voting and dispositive
power as to all reported shares.
(7) Amount, nature of beneficial ownership and percent of class are taken from
an Amendment No. 2 to Schedule 13D dated January 19, 1996 filed pursuant
to the Exchange Act that states that ▇▇. ▇▇▇▇▇▇▇▇ acts through registered
investment advisors that advise investment funds and managed accounts.
Voting and investment power are shared as to all shares. Includes 695,000
shares of Glendale Federal preferred stock, which is convertible into
1,670,780 shares of Glendale Federal common stock.
(8) Amount, nature of beneficial ownership and percent of class are taken from
a Schedule 13G dated January 29, 1996 filed pursuant to the Exchange Act
that states that Wellington Management Company ("WMC") acts as an
investment advisor for numerous investment counselling clients.
Dispositive power is shared as to all reported shares and voting power is
shared as to 1,830,959 shares.
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by Glendale Federal's
Chief Executive Officer and each of the four other most highly compensated
executive officers of Glendale Federal during the fiscal year ended June 30,
1996 for services rendered in all capacities to Glendale Federal and its
subsidiaries for the fiscal years ended June 30, 1994, 1995, and 1996.
NAME AND PRINCIPAL SALARY BONUS AWARDS ALL OTHER
POSITION FISCAL YEAR ($) ($) OPTIONS/SARS (#) COMPENSATION
------------------ ----------- -------- -------- ---------------- ------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.................. 1996 $650,000 $202,000 0 $2,808 (1)
Chief Executive Officer 1995 $650,000 $240,000 500,000 $2,808 (1)
1994 $650,000 $ 0 600,000 $2,244 (1)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇..................... 1996 $261,250 (2) $108,000 0 $3,631 (3)
Sr. Executive Vice President 1995 $261,250 (2) $125,000 130,000 $3,581 (3)
and Chief Credit Officer 1994 $257,789 (2) $ 0 135,000 $4,179 (3)
▇▇▇▇▇ ▇. ▇▇▇▇....................... 1996 $215,897 (2) $ 88,000 0 $3,130 (4)
Executive Vice President 1995 $215,897 (2) $ 95,000 80,000 $2,956 (4)
and Director, Business Banking 1994 $213,037 (2) $ 0 110,000 $4,163 (4)
▇▇▇▇ ▇. ▇▇▇▇▇▇...................... 1996 $174,966 (2) $ 74,000 0 $2,956 (5)
Executive Vice President and 1995 $174,966 (2) $ 80,000 80,000 $2,396 (5)
Chief Financial Officer 1994 $172,803 (2) $ 0 110,000 $3,181 (5)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.................... 1996 $180,000 (2) $ 65,000 0 $3,192 (6)
Executive Vice President 1995 $180,000 (2) $ 80,000 65,000 $2,974 (6)
and Manager, Retail Bank 1994 $203,266 (2) $ 0 135,000 $2,971 (6)
--------
(1) Amount consists of basic and executive life insurance costs to Glendale
Federal.
(2) Amounts shown include salary deferred at the election of the executive
officer pursuant to the Sheltered Pay Plan.
(3) For fiscal 1996, the amount consists of $1,471 for basic and executive
life insurance and Glendale Federal's $2,160 contribution to the Sheltered
Pay Plan. For fiscal 1995, amount consists of $1,471 for basic and
executive life insurance and Glendale Federal's $2,110 contribution to the
Sheltered Pay Plan. For fiscal 1994, amount consists of $1,139 for basic
and executive life insurance and Glendale Federal's $3,040 contribution to
the Sheltered Pay Plan.
(4) For fiscal 1996, the amount consists of $1,213 for basic and executive
life insurance and Glendale Federal's $1,917 contribution to the Sheltered
Pay Plan. For fiscal 1995, amount consists of $1,213 for basic and
executive life insurance and Glendale Federal's $1,743 contribution to the
Sheltered Pay Plan. For fiscal 1994, amount consists of $959 for basic and
executive life insurance and Glendale Federal's $3,204 contribution to the
Sheltered Pay Plan.
(5) For fiscal 1996 the amount consists of $983 for basic and executive life
insurance and Glendale Federal's $1,973 contribution to the Sheltered Pay
Plan. For fiscal 1995, amount consists of $983 for basic and executive
life insurance and Glendale Federal's $1,413 contribution to the Sheltered
Pay Plan. For fiscal 1994, amount consists of $779 for basic and executive
life insurance and Glendale Federal's $2,402 contribution to the Sheltered
Pay Plan.
(6) For fiscal 1996, the amount consists of $1,011 for basic and executive
life insurance and Glendale Federal's $2,181 contribution to the Sheltered
Pay Plan. For fiscal 1995, amount consists of $1,010 for basic and
executive life insurance and Glendale Federal's $1,964 contribution to the
Sheltered Pay Plan. For fiscal 1994, amount consists of $808 for basic and
executive life insurance and Glendale Federal's $2,163 contribution to the
Sheltered Pay Plan.
8
STOCK OPTIONS
Glendale Federal granted no options to purchase Glendale Federal common
stock during the fiscal year ended June 30, 1996 to any of the executive
officers of Glendale Federal named in the Summary Compensation Table above.
Glendale Federal also had no outstanding stock appreciation rights during the
fiscal year ended June 30, 1996.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED
JUNE 30, 1996 AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT JUNE 30, 1996 JUNE 30, 1996
(#)(1) ($)(2)
------------------------- -------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇...... -- -- 750,000 350,000 $7,156,250 $2,718,500
▇▇▇▇▇▇▇ ▇. ▇▇▇▇......... -- -- 175,000 90,000 1,633,750 700,625
▇▇▇▇▇ ▇. ▇▇▇▇........... -- -- 133,334 56,666 1,272,298 415,202
▇▇▇▇ ▇. ▇▇▇▇▇▇.......... -- -- 133,334 56,666 1,272,298 415,202
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇........ 10,000 $107,500 132,500 57,500 1,244,063 428,438
--------
(1) In the event of a change of control of Glendale Federal, the stock options
shown become immediately exercisable to their full extent.
(2) Value is based upon the difference between the closing price on the New
York Stock Exchange on June 30, 1996, the end of Glendale Federal's fiscal
year, and the exercise price.
PENSION PLANS
The following table sets forth, in straight life annuity amounts that are
not subject to any deduction for Social Security or other offset amounts, the
estimated annual benefits payable upon retirement at age 65 to participants in
the Glendale Federal Pension Plan. Remuneration is average base salary
(excluding amounts attributable to performance incentive compensation,
commissions, overtime pay or other forms of additional compensation) for the
five highest consecutive years in the final 10 years of service.
PENSION PLAN TABLE
YEARS OF SERVICE
----------------------------------------------
REMUNERATION 15 20 25 30 35
------------ ------- ------- -------- ---------- ----------
$125,000........................ $29,710 $39,614 $ 49,517 $ 59,420 $ 69,324
$150,000........................ $36,273 $48,364 $ 60,455 $ 72,545 $ 84,636
*$175,000........................ $42,835 $57,114 $ 71,392 $ 85,670 $ 99,949
*$200,000........................ $49,398 $65,864 $ 82,330 $ 98,795 $115,261
*$250,000........................ $62,523 $83,364 $104,205 **$120,000 **$120,000
* Under current Internal Revenue Code provisions, the allowable compensation
limit is $150,000 beginning in 1994 (indexed in future years). Participants
will be eligible for a grandfathered benefit as of December 31, 1993 based
on the higher 1993 allowable compensation limit of $235,840.
** Under current Internal Revenue Code provisions, the maximum allowable
annual benefit for a participant retiring at age 65 is $120,000.
At June 30, 1996, Messrs. ▇▇▇▇▇▇▇, Fink, Hess, ▇▇▇▇▇▇ and ▇▇▇▇▇ had 6, 4,
10, 23 and 18 years of credited service under the Glendale Federal Pension
Plan, respectively. Their compensation for purposes of the Glendale Federal
Pension Plan was $150,000 each.
9
COMPENSATION OF DIRECTORS
Annual Fees and Meeting Fees. Directors of Glendale Federal who are not also
officers of Glendale Federal or its subsidiaries are paid an annual fee of
$25,000. Each such director is paid $1,400 for each meeting of the Board of
Directors attended and $750 for each committee meeting attended to a maximum
of $1,100 for any combination of committee meetings attended on the same day.
Directors who are not also officers of Glendale Federal or its subsidiaries
are also paid $333 per month for serving as chair of a standing committee of
the Board.
Stock Option Grants. Directors who are not also officers of Glendale Federal
or its subsidiaries receive annual grants of a stock option to purchase 5,000
shares of common stock pursuant to Glendale Federal's Amended and Restated
1993 Stock Option and Long-Term Performance Incentive Plan.
Directors' Retirement Plan. Glendale Federal maintains a retirement plan for
non-employee directors who currently serve on the Board of Directors of
Glendale Federal or who served on the Board of Directors of either Glendale
Federal or its former parent (collectively for purposes of this section the
"Board"). The plan provides that a non-employee director who has at least five
years of Board service (including service on the board of an institution
acquired by Glendale Federal) shall, after termination of Board membership, be
entitled to receive a monthly benefit equal in amount to one-twelfth of the
annual Board retainer in effect at the time of termination plus the monthly
fee paid at such time for attending a Board meeting, for the number of years
equal to the number of years of Board service, but not to exceed fifteen
years. Payments under the plan normally commence immediately following the
director's termination. In the event of a change of control of Glendale
Federal, the plan provides for an immediate lump sum payment to all active and
retired directors equal to the sum of the monthly retirement benefits payable
under the plan without application of any discount factor.
EMPLOYMENT CONTRACTS; TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
▇▇▇▇▇▇▇ Employment Agreement. ▇▇. ▇▇▇▇▇▇▇ has an employment agreement (the
"▇▇▇▇▇▇▇ Agreement") with Glendale Federal that terminates on December 31,
1998. The ▇▇▇▇▇▇▇ Agreement provides for an annual base salary of not less
than $650,000, which is to be reviewed annually by Glendale Federal's Board of
Directors. Glendale Federal may terminate ▇▇. ▇▇▇▇▇▇▇'▇ employment at any time
for cause or due to ▇▇. ▇▇▇▇▇▇▇'▇ disability, and ▇▇. ▇▇▇▇▇▇▇ may resign for
good reason, which includes an actual or constructive termination by Glendale
Federal following a change in control of Glendale Federal, without breaching
the ▇▇▇▇▇▇▇ Agreement. In the event of his death or disability, Glendale
Federal must pay ▇▇. ▇▇▇▇▇▇▇ his base salary through the date of death or
termination for disability and the pro rata amount of any incentive
compensation determined to be due for the portion of the incentive period then
completed. In the event that Glendale Federal terminates the ▇▇▇▇▇▇▇ Agreement
for cause, if ▇▇. ▇▇▇▇▇▇▇ resigns other than for good reason or if ▇▇.
▇▇▇▇▇▇▇'▇ employment is terminated by Glendale Federal or a regulatory body
for regulatory reasons, ▇▇. ▇▇▇▇▇▇▇ would be entitled to receive only base
salary to the date of termination. If the ▇▇▇▇▇▇▇ Agreement is terminated
prior to the expiration of its term other than by the death of ▇▇. ▇▇▇▇▇▇▇ or
by Glendale Federal due to disability or for cause, or if ▇▇. ▇▇▇▇▇▇▇ resigns
for good reason (collectively, an "Other Termination"), then, ▇▇. ▇▇▇▇▇▇▇ is
entitled to receive liquidated damages equal to his regular base salary for a
period of thirty-six months, if the Other Termination occurs at a time when
two years or more remain in the term of the ▇▇▇▇▇▇▇ Agreement; twenty-four
months if the Other Termination occurs at a time when two years or less but
more than one year remains in the term of the ▇▇▇▇▇▇▇ Agreement; and twelve
months if the Other Termination occurs at a time when one year or less remains
in the term of the ▇▇▇▇▇▇▇ Agreement. ▇▇. ▇▇▇▇▇▇▇ may elect annually to have
any liquidated damages paid either in installments or in a discounted lump-sum
or, if ▇▇. ▇▇▇▇▇▇▇ resigns for good reason after a change in control of
Glendale Federal, in an undiscounted lump-sum. As part of his liquidated
damages in connection with an Other Termination, the ▇▇▇▇▇▇▇ Agreement also
provides that ▇▇. ▇▇▇▇▇▇▇ is entitled to receive reimbursement of his legal
fees and expenses incurred to obtain a favorable judgment or arbitration award
with respect to any Other Termination, to medical, life and long term
disability benefits, to a pro rata portion of any incentive compensation
determined to be due for the portion of the incentive period completed at the
time of an Other Termination and to any vested benefits under Glendale
Federal's employee benefit and retirement plans.
10
All payments upon the termination of ▇▇. ▇▇▇▇▇▇▇'▇ employment must be in
compliance with applicable banking regulations and are subject to reduction to
the extent necessary to cause the aggregate of all such payments to be $100
less than the amount that would be deemed an "excess parachute payment" as
defined in the Internal Revenue Code. ▇▇. ▇▇▇▇▇▇▇'▇ agreement further provides
that, for purposes of an Other Termination, the total amount payable to him
may not exceed three times his average annual compensation during the most
recent five taxable years of employment with Glendale Federal. Based thereon,
the maximum payment to ▇▇. ▇▇▇▇▇▇▇ in connection with an Other Termination at
June 30, 1996 would have been $2,558,963.
Severance Agreements. Glendale Federal has entered into severance agreements
with Messrs. Fink, Hess, ▇▇▇▇▇▇ and ▇▇▇▇▇ that provide for severance payments
if any such officer's employment with Glendale Federal is terminated (i) by
Glendale Federal or its successor contemporaneously with or within one year
after the happening of a change of control for any reason other than for
cause, upon the death or disability of the officer or due to the request,
demand or order of any regulatory authority; or (ii) by the officer,
contemporaneously with or within one year after a change of control, for good
reason (as defined in the agreements). Upon any such termination, Glendale
Federal or its successor shall pay the officer his or her regular salary for a
period not to exceed two and one-half years. The officer may elect to have the
payment made in an undiscounted lump-sum. In addition, the officer receives
medical, life and long term disability benefits and the extension for one year
following termination of any employee home loan benefit in effect at the time
of termination.
Pension Plan Vesting. The Glendale Federal Pension Plan (the "Pension Plan")
provides that, in the event of a termination of the Pension Plan, in whole or
in part, following a change in control of Glendale Federal that is not
approved by its Board of Directors, the amount by which the market value of
the Pension Plan's assets exceeds the amounts required to fund all Pension
Plan liabilities at the date of termination (the "Excess") shall be applied to
fund the following benefits in the following order of priority: (i) to fully
vest all accrued benefits, (ii) to provide an additional five years of vesting
and benefit service credit for all active participants in the Pension Plan,
(iii) to increase early retirement benefits for participants over the age of
50 with at least five years of service with Glendale Federal, (iv) to provide
cost of living adjustments for retirees and (v) to the extent that funds
remain, to provide pro rata increases in all benefits for active participants.
To the extent that the Excess is not sufficient to fund fully the benefits
described in one of items (i) through (iv) in the preceding sentence, all
individuals to whom the item applies shall receive benefits under such item on
a pro rata basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indebtedness of Management. Glendale Federal offers home mortgage and
consumer loans to officers, directors and full-time employees. These loans are
made in the ordinary course of business and, in the judgment of management, do
not involve more than the normal risk of collectability or present other
unfavorable features. Loans made to senior executive officers and directors
since 1989 are made on substantially the same terms as those prevailing at the
time for comparable transactions with non-affiliated persons. Loans made to
other officers and employees are also made on such terms except that the
interest rate and loan fees charged to other officers and employees, and with
respect to loans made to senior executive officers and directors prior to
1989, are made under preferential terms pursuant to an employee loan program.
All such employee mortgage loans are written at Glendale Federal's prevailing
rates at the time of origination, but provide for a reduced interest rate
while the borrower is employed by Glendale Federal. The employee loan policy
provides that for adjustable rate mortgage loans the reduced rate is Glendale
Federal's weighted average cost of interest bearing liabilities, plus 1/4 of
1%, adjusted semiannually. For consumer loans, including equity loans, the
reduced rate is Glendale Federal's stated rate for its customers, less 1.0%.
In addition, employees must pay all normal loan origination fees and closing
costs, except that loan points and appraisal fees are not charged in
connection with adjustable rate first mortgage loans. The rate of interest
borne by a mortgage loan reverts to the normal rate provided in the loan
instruments upon termination of employment, except that employees (and in
certain instances their spouses) who retire or whose employment is terminated
due to permanent disability continue to receive the preferential interest rate
as long as they occupy the premises securing the mortgage loan as their
principal residence.
11
The following table sets forth information as of June 30, 1996, relating to
loans made to each individual who is a director or executive officer of
Glendale Federal, whose indebtedness to Glendale Federal or its subsidiaries
exceeded $60,000 at any time since July 1, 1995, and who has a loan at an
employee loan rate. Other outstanding loans to directors and executive
officers of Glendale Federal in the ordinary course of business that were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
are not shown.
HIGHEST
BALANCE
OUTSTANDING EFFECTIVE
YEAR END BALANCE ORIGINAL RATE AT
JUNE 30, AT JUNE NOTE JUNE 30, DATE
NAME LOAN 1996 30, 1996 RATE 1996 MADE
---- -------- ----------- -------- -------- --------- ----
▇▇▇▇ ▇. ▇▇▇▇▇▇............ Mortgage $259,019 $252,334 8.500% 5.502% 1986
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇......... Mortgage 266,783 264,386 7.500% 5.502% 1990
▇▇▇▇ ▇. ▇▇▇▇▇▇............ Mortgage 470,915 466,542 9.875% 5.502% 1990
▇▇▇▇▇ ▇. ▇▇▇▇............. Mortgage 598,709 592,932 10.375% 5.502% 1989
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇........ Mortgage 292,562 289,785 8.875% 5.502% 1990
REPORT OF THE OFFICER COMPENSATION AND PERSONNEL COMMITTEE
The Officer Compensation and Personnel Committee of the Board of Directors
of Glendale Federal (the "Committee") establishes and administers executive
compensation and benefit policies and programs for all executive officers. The
Committee recommends to the full Board of Directors for its approval the
compensation and benefits of the Chief Executive Officer ("CEO"). The
Committee approves the compensation and benefits of all officers reporting
directly to the CEO. The Committee reviews individual compensation and benefit
actions for all other executive officers, as approved by the CEO within the
framework of plans and programs established by the Committee. The Committee
also administers Glendale Federal's Amended and Restated 1993 Stock Option and
Long-Term Performance Incentive Plan (the "Existing Plan") and approves all
stock option grants.
EXECUTIVE COMPENSATION GOAL AND POLICY
The primary goal of the Committee is to ensure that the overall
compensation, employee benefits and management development policies of
Glendale Federal are in accordance with the business goals and strategies of
Glendale Federal, consistent with the financial strength of Glendale Federal,
and consistent and competitive with employment practices in the financial
services industry--contributing to the primary objective of maximizing
stockholder value.
The Committee believes that this singular objective of maximizing
stockholder value is best supported by an executive officer compensation
policy which:
1. Focuses executive attention on those annual objectives which will lead
to enhanced stockholder value.
2. Delivers competitive total compensation opportunity through stock
options issued at 100% of fair market value.
Specifically, the Committee compares compensation for the 10 senior
executives of Glendale Federal to the practices of similar sized U.S.
commercial banks and savings institutions; and in the case of the CEO and one
other executive, also compares their compensation to the practices of a
specific peer group of 12 large commercial and savings banks and savings and
loan associations (which peer group includes all but one of the peer financial
institutions used for the purposes of the Performance Graph appearing
elsewhere in this Proxy Statement). These analyses are conducted by an
independent, nationally recognized executive compensation consulting firm.
12
The Committee's policy in regard to the 10 senior executives in fiscal 1996
has been to target both base salary and total annual cash compensation
opportunity (base salary and target annual incentive) below the median of
competitive practice. Stock option grants, which have no value unless the
share price increases, have been used to bring total compensation opportunity
to between the median and the third quartile (50th to 75th percentile) of
competitive practice.
Beginning in fiscal 1997, the Committee has determined that the interest of
stockholders would be better served by modifying this policy to provide base
salary and annual incentive opportunity targeted around the median of
competitive practice, with stock option grants continuing to be used to bring
total compensation opportunity to between the median and third quartile (50th
to 75th percentile) of competitive practice. The Committee believes that this
change in compensation mix, but not in the competitiveness of the total
package, is appropriate in light of Glendale Federal's continuing financial
turnaround, the performance of the executive team, the need to recruit and
retain the services of talented executives through competitive cash
compensation and the importance of continuing to focus executive attention and
rewards on the achievement of key annual financial and strategic objectives.
There are four executive officers not included in the senior executive group
whose compensation is determined under Glendale Federal's middle management
compensation plans, and consists of base salary, short-term incentive cash
compensation paid through Glendale Federal's Management Incentive Plan ("MIP")
and a long-term incentive compensation opportunity provided through the grant
of options under the Existing Plan.
ANNUAL INCENTIVE OPPORTUNITY
During fiscal 1996, annual incentive opportunity was provided through the
Executive Incentive Plan ("EIP"). The EIP incorporated the Committee's fiscal
1996 philosophy that annual cash compensation opportunity should be
conservative and below typical competitive levels. In general, target annual
cash compensation opportunity (base salary and target annual incentive) was at
about 90% of competitive medians for the 10 senior executives. For the CEO,
the fiscal year 1996 target annual incentive was 25% of salary, with a maximum
of 40% of salary.
Under the EIP, each executive was assigned a mix of corporate and individual
performance goals. For the CEO, this mix was 80% corporate and 20% individual.
For the other executive officers, this mix varied from 70% corporate and 30%
individual to 30% corporate and 70% individual. Corporate and individual goals
were approved by the Committee. For fiscal 1996, corporate goals were core
earnings, net earnings, asset quality, and capital adequacy.
For the second level executives covered by the MIP, for fiscal 1996, the
Committee approved team and individual goals.
Following the close of fiscal year 1996, the Committee reviewed Glendale
Federal's fiscal year 1996 results against the established EIP goals for core
earnings, net earnings, asset quality, and capital adequacy. Based upon the
total evaluation of all criteria, the corporate performance portion of the EIP
award for each participant was accordingly paid above the target level. The
Committee also reviewed individual performance results against established
goals for each EIP participant and determined the amount of this portion of
each participant's EIP award to be paid. Individual goals were tailored to
each position, and included both financial and operational objectives for the
particular executive's area of responsibility. The Committee approved the
awards for all executive officers of Glendale Federal, including the four
executive officers who participate in the MIP, and recommended to the Board
▇▇. ▇▇▇▇▇▇▇'▇ award. The average executive officer award, excluding ▇▇.
▇▇▇▇▇▇▇'▇ award, was 117% of target. The Board of Directors approved the award
for ▇▇. ▇▇▇▇▇▇▇ following the Committee's review.
13
LONG-TERM INCENTIVES
In fiscal year 1995, the Committee established stock option grant guidelines
for the 10 senior executives. These guidelines were developed in conjunction
with an analysis of executive compensation developed by an independent,
nationally recognized executive compensation consulting firm. This competitive
analysis included the prevalence and value of the supplemental executive
retirement plans which a number of peer company executives have but which
Glendale Federal does not provide. The guidelines were developed on a basis of
providing each executive with a total compensation opportunity between the
median and the third quartile (50th to 75th percentile) of competitive
practice, after taking account of each executive's annual compensation
opportunity (base salary and target annual incentive). By providing a
significant portion of total compensation opportunity to executives in the
form of stock options, the Committee seeks to ensure that their interests are
closely aligned with the interests of the stockholders. Because a significant
portion of these executives' total compensation is at risk based on the market
performance of Glendale Federal's common stock, the Committee believes that
this increased risk is properly compensated with a total compensation
opportunity level on average somewhat above the median of the executives'
peers.
In fiscal 1995, senior executives were granted stock options intended to
provide competitive compensation opportunity through fiscal 1996. As a result
no stock options were granted to the 10 senior executives in fiscal 1996.
CEO COMPENSATION
Effective as of January 1, 1994 and amended as of January 1, 1996, Glendale
Federal entered into an employment agreement with ▇▇. ▇▇▇▇▇▇▇, the terms of
which are set forth above under "Employment Contracts; Termination of
Employment, and Change in Control Arrangements." No change was made to ▇▇.
▇▇▇▇▇▇▇'▇ base salary in fiscal years 1995 or 1996, which remained unchanged
from the level set in April 1992 at the time of his promotion to CEO. ▇▇.
▇▇▇▇▇▇▇'▇ fiscal year 1996 annual incentive award was based 80% on corporate
results against established EIP goals for core earnings, net earnings, asset
quality, and capital adequacy. In addition, 20% of ▇▇. ▇▇▇▇▇▇▇'▇ annual
incentive was based on his individual performance against a goal of enhancing
the strategic positioning of Glendale Federal to increase the value of the
franchise and future stockholder value. The Committee and the Board of
Directors assessed his performance in these areas, with particular attention
to financial results of Glendale Federal, the strategic positioning of
Glendale Federal, the successful building of California franchise value and
the successful pursuit of the goodwill case. As a result of the assessment,
▇▇. ▇▇▇▇▇▇▇'▇ fiscal year 1996 EIP award was approved by the Board of
Directors at $202,000, or 24.3% above the target amount.
FISCAL 1997 STOCK OPTION GRANTS
In early fiscal 1997, the Committee completed a thorough review of the
compensation plans applicable to the senior executives of the company,
assisted by a nationally recognized executive compensation consulting firm.
As part of this review, the Committee assessed the performance of ▇▇.
▇▇▇▇▇▇▇ as CEO, and his past and expected future contributions to creating
value for the Glendale Federal's stockholders. In keeping with prior practice,
the Committee determined that stockholder interests would be best served by
providing ▇▇. ▇▇▇▇▇▇▇ with future long-term compensation solely in the form of
stock options, granted at fair market value on the day of grant and covering
multiple years. The Committee approved a grant of a stock option to ▇▇.
▇▇▇▇▇▇▇, intended to provide all of his long-term compensation opportunity for
the next three years, to acquire 1,000,000 shares of common stock. The
Committee anticipates that no further grants will be made to ▇▇. ▇▇▇▇▇▇▇ until
fiscal 2000. The Committee granted stock options at fair market value to 10
other senior executives. These grants represent their fiscal 1997 long-term
compensation, and the Committee expects to consider new grants in fiscal 1998
for these officers.
14
The grant of 667,000 of the shares covered by ▇▇. ▇▇▇▇▇▇▇'▇ option is
subject to approval by stockholders of the amendments to the Existing Plan.
Options granted in fiscal 1997 under the Existing Plan cover 333,000 shares
for ▇▇. ▇▇▇▇▇▇▇ and 295,000 shares for the other 10 senior executives as a
group.
DEDUCTIBILITY
In 1993, Congress enacted Section 162(m) of the U.S. Internal Revenue Code
of 1986, effective for tax years beginning in 1994. This legislation precludes
a public corporation from taking a deduction for compensation in excess of $1
million per year for its chief executive officer and any of its four other
highest-paid executive officers who are employed on the last day of the fiscal
year. Certain performance-based compensation is specifically exempt from the
deduction limit. Any taxable compensation derived from the exercise of stock
options should be exempt from the limit on the corporate tax deduction. The
base salaries and annual incentive awards paid for fiscal year 1996 were not
exempt. However, the compensation limit for the year was not exceeded for any
covered officer, so that there was no loss of tax-deductibility. The Committee
believes that, although there may be circumstances where the best interest of
the stockholders are better served otherwise, compensation expenses generally
should be deductible.
OFFICER COMPENSATION AND PERSONNEL COMMITTEE
▇▇▇▇▇ ▇. ▇▇▇▇▇ (Chair)
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
15
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below (the "Performance Graph") compares
the cumulative total returns of Glendale Federal, the S&P 500 Index and a
weighted index of California-based thrift institutions and holding companies
(the "Peer Group"). Prior to August 26, 1993, all shares of common stock of
Glendale Federal were owned by GLENFED, Inc. As part of the recapitalization of
Glendale Federal that was completed on that date, GLENFED, Inc. was merged into
a subsidiary of Glendale Federal and the stockholders of GLENFED, Inc. became
stockholders of Glendale Federal. The Graph reflects information relating to
the period commencing August 27, 1993, the first full day on which shares of
Glendale Federal common stock were traded on the New York Stock Exchange and
the Pacific Stock Exchange, and ending on June 30, 1996.
The Performance Graph shall not be deemed incorporated by reference by any
general statement incorporating this proxy statement into any filing under the
securities offering rules of the OTS or under the Securities Exchange Act of
1934, except to the extent that Glendale Federal specifically incorporates this
information by reference.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG GLENDALE FEDERAL, S&P 500 INDEX AND PEER GROUP
[PERFORMANCE GRAPH APPEARS HERE]
Measurement Period GLENDALE S&P
(Fiscal Year Covered) FEDERAL PEER GROUP 500 INDEX
------------------- --------- ---------- ---------
August - 1993 $100.00 $100.00 $100.00
December - 1993 $ 76.08 $102.21 $103.83
June - 1994 $115.07 $ 96.74 $101.29
December - 1994 $105.48 $103.56 $ 90.70
June - 1995 $136.99 $124.49 $121.69
December - 1995 $193.15 $142.47 $150.90
June - 1996 $198.63 $156.85 $152.83
Assumes $100 invested on August 27, 1993 in the stock of Glendale Federal or
Peer Group.
Total Stockholder Return assumes reinvestment of dividends.
Note: The Peer Group average is weighted by August 1993 market capitalization.
The Peer Group includes H.F. Ahmanson & Company, California Federal Bank,
a Federal Savings Bank, Coast Savings Financial, Inc., Golden West
Financial Corporation and Great Western Financial Corporation.
16
AMENDMENTS TO GLENDALE FEDERAL 1993 AMENDED AND RESTATED
STOCK OPTION AND LONG TERM PERFORMANCE INCENTIVE PLAN
In order to attract, motivate and retain key officers and employees of
Glendale Federal and its subsidiaries, in 1993 the Board of Directors adopted,
and Glendale Federal's stockholders approved, the Glendale Federal Bank 1993
Stock Option and Long-Term Performance Incentive Plan (as amended by the Board
of Directors and the Stockholders in 1994, the "Plan").
PROPOSED AMENDMENTS
At the 1996 Annual Meeting the common stockholders will be asked to approve
amendments to the Plan (the "Proposed Amendments") that would: (i) increase,
from 4,700,000 to 7,200,000, the number of shares of common stock that may be
issued pursuant to the Plan; (ii) reflect recent amendments to Securities and
Exchange Commission ("SEC") Rule 16b-3 by replacing the requirement that the
committee which administers the Plan (the "Committee") be made up of
"disinterested persons," as formerly defined for purposes of Rule 16b-3, with
the requirement that such Committee be comprised of directors who are not
employees of the Company or any of its subsidiaries; (iii) provide that awards
under the Plan may be assignable or transferable to members of an option
holder's Immediate Family (as defined below) with the consent of the
Committee; (iv) amend certain provisions relating to the exercise of stock
options granted to non-employee directors; and (v) clarify certain sections of
the Plan. The Proposed Amendments and the reasons therefor are described
further in the following paragraphs.
As discussed above under "Report of the Officer Compensation and Personnel
Committee," Glendale Federal's compensation philosophy is that senior
executive officers should participate in long term stock-based compensation
plans because such long term plans provide greater incentive to senior
executive officers to maximize stockholder value. At June 30, 1996, 3,878,500
shares of Glendale Federal common stock, representing 85.4% of the number of
shares currently issuable pursuant to the Plan, are covered by outstanding
stock options. The Board of Directors believes that the proposed increase in
the number of shares reserved for issuance under the Plan is necessary to
permit Glendale Federal to continue to use stock options as incentive
compensation for senior executive management and to broaden the base of
Glendale Federal officers and key employees who hold stock options pursuant to
the Plan.
As originally adopted, the Plan required that the committee of the Board of
Directors that administers the Plan (the "Committee") consist solely of
directors constituting "disinterested persons" as that term was then defined
for purposes of SEC Rule 16b-3. Rule 16b-3 provides certain exemptions from
the application of the "shortswing profits" prohibitions of Section 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act") for stock option and
other stock-based employee compensation plans. In general, a person was deemed
"disinterested" under Rule 16b-3 if the person was not eligible to receive
discretionary stock-based compensation awards and had not been eligible to
receive such awards for specified periods. The SEC has recently amended Rule
16b-3 to eliminate the concept of "disinterested persons" and has substituted
different bases upon which the relevant exemptive provisions may be made
available, including Board of Directors or stockholder approval of stock-based
compensation awards or compliance with a requirement that the award be held at
least six months before exercise. The Proposed Amendment to delete the
"disinterested person" requirement from the Plan is intended to make the Plan
consistent with the current form of Rule 16b-3. Under this Proposed Amendment,
however, the Committee will instead be required to consist solely of non-
employee directors. In addition to this requirement, the Committee members
will be subject to their fiduciary duties as directors in the performance of
their responsibilities as Committee members.
The third Proposed Amendment to the Plan is also intended to conform the
Plan with the SEC's recent amendments to Rule 16b-3. At the time the Plan was
established, it included a limitation that stock options and other awards
could not be transferred by the recipients of such awards, with a limited
exception in the event of death. This restriction conformed to Rule 16b-3 as
in effect at the time the Plan was established. The recent SEC amendments to
Rule 16b-3 removed this limitation. Accordingly, it is proposed that the Plan
be amended to
17
permit awards granted under the Plan to be transferrable without consideration
by the recipient to members of his or her Immediate Family with the consent of
the Committee. The term "Immediate Family" would be defined for this purpose
as including the recipient's parents, spouse, children, stepchildren, sisters,
brothers and grandchildren, together with any persons in corresponding
adoptive relationships with the recipient. It is believed that such transfers
may be beneficial in certain cases to the recipient for estate planning or
other family financial management purposes without any adverse effects on
Glendale Federal or on the effectiveness of Plan awards as incentive
compensation arrangements.
The Plan currently provides that stock options granted under the Plan to
non-employee directors will remain exercisable for a period of 36 months after
the director's service on the Board of Directors terminates as a result of
"Retirement," which is defined for this purpose as termination of such service
after attaining the age of 65. It is proposed to amend this provision of the
Plan (with respect to both outstanding and future awards) to provide that a
director's termination of service on the Board of Directors will be deemed to
constitute termination because of Retirement only if such termination occurs
after the director has served on the Board of Directors for a period of at
least five years and to delete reference to termination of service after
reaching age 65 from the definition of Retirement. The Proposed Amendments
would provide that, if a non-employee director's death occurs while serving on
the Board of Directors, any stock options previously granted to the director
under the Plan which are not vested at the date of death will become vested at
that time. The Plan provides for annual grants of options to directors (as
described below) that become exercisable as of the next following annual
meeting of stockholders.
The preceding description of the Proposed Amendments and the following
description of the Plan are qualified in their entirety by reference to the
full text of the Plan, a copy of which is attached as Appendix A to this Proxy
Statement. Each of the Proposed Amendments to the Plan described above,
together with certain additional clarifying and other amendments to the Plan
made by the Committee under its general Plan administrative authority, is
indicated in the attached copy of the Plan.
GENERAL DESCRIPTION OF THE PLAN
The Plan provides for the grant of stock options, stock appreciation rights
and other stock or cash awards, either alone, in combination or "in tandem"
(meaning that the exercise of one part of an award, such as a stock
appreciation right, results in the cancellation of a corresponding portion of
an award, such as a stock option, granted "in tandem" therewith). In addition
to providing awards of stock options to key executives and other selected
employees, the Plan provides for annual awards of stock options to directors
who are not employees of Glendale Federal or its subsidiaries. The Plan
provides that stock options granted under the Plan must have an exercise price
at least equal to the fair market value per share of common stock of Glendale
Federal (as defined in the Plan) at the date of grant or, in the event
incentive stock options are granted to an employee who owns more than 10% of
Glendale Federal's outstanding common stock, at least 110% of such fair market
value. Except with respect to options granted to Non-employee Directors, the
Plan is administered by the Officer Compensation and Personnel Committee of
the Board of Directors, which determines the employees to whom awards under
the Plan are to be granted and is empowered to interpret, to terminate and,
subject to stockholder approval in certain circumstances, to amend the Plan.
The Plan became effective as of August 17, 1993 and, unless sooner terminated,
will terminate on the fifth anniversary of that date.
Unless the Committee otherwise determines, upon a change in control of
Glendale Federal (as defined by the Committee from time to time or in an award
agreement), participants in the Plan would have the right to exercise any
stock option or stock appreciation right, or to receive full payment of cash
awards, and any restrictions on outstanding restricted stock awards would
lapse. In such event, participants would also have the right to elect to
receive a cash payment equal to the fair market value of any stock otherwise
distributable in connection with an award under the Plan.
Upon the dissolution or liquidation of Glendale Federal, or the occurrence
of a reorganization, merger or consolidation in which Glendale Federal is not
the surviving corporation, or upon the transfer of all of the assets or shares
of Glendale Federal to another corporation, if provision is not made for the
continuation of the Plan
18
and any outstanding awards granted thereunder, Plan participants would be
entitled to receive payment of, or to exercise their rights under, such
outstanding awards notwithstanding any otherwise applicable restrictions on
exercise.
Stock options granted pursuant to the Plan may be "incentive stock options",
which are entitled to special tax treatment under the Internal Revenue Code of
1986, as amended (the "Code"), or may be "non-statutory options", which are not
entitled to such benefits. Only non-statutory options may be granted to non-
employee Directors. Generally, the grant of an option, whether incentive or non-
statutory, is not a taxable event. Upon exercise of an incentive stock option,
the optionee is not taxed and Glendale Federal is not entitled to a deduction,
unless the optionee sells the shares acquired upon such exercise within one year
after the date of exercise or within two years after the date of grant of such
option. In the event of such a "disqualifying disposition", the optionee would
recognize ordinary income equal to the excess of the lesser of the sale price or
fair market value on date of exercise over the exercise price of the incentive
option and Glendale Federal would generally be entitled to a tax deduction in an
equal amount. Any additional gain would be taxable to the optionee as capital
gain. Upon the exercise of a non-statutory stock option, the optionee will
generally recognize ordinary income in an amount equal to the excess of the fair
market value of the stock acquired upon exercise (determined as of the date of
exercise) over the exercise price of the option, and Glendale Federal will be
entitled to record a tax deductible compensation expense equal to such amount,
provided that such amount is not in excess of reasonable compensation.
In the case of Plan awards consisting of sales of restricted stock to
participants, stock bonuses or other grants of stock, pursuant to Section 83
of the Code, stock so issued that is made subject to certain restrictions will
not give rise to taxable income until the earliest time at which such stock is
no longer subject to a substantial risk of forfeiture and is freely
transferable (as defined for purposes of Section 83), rather than at the date
of initial issuance or sale. At such time, the holder of such stock would
recognize ordinary income equal to the excess of the fair market value of the
shares (determined as of such time) over the purchase price (if any) and
Glendale Federal would be entitled to a tax deduction in a corresponding
amount, subject to certain limitations.
In general, Glendale Federal is required to withhold applicable taxes with
respect to any ordinary income recognized by a participant in connection with
awards made under the Plan.
NEW PLAN BENEFITS
On July 22, 1996, the following grants of options were made under the Plan.
Each option entitles the holder to acquire one share of Glendale Federal
common stock at an exercise price of $17.50 after the option vests and until
July 22, 2006. The options for each person named below become exercisable in
three equal annual installments commencing July 22, 1997. The grant of 667,000
of the 1,000,000 shares for ▇▇. ▇▇▇▇▇▇▇'▇ option is subject to the approval of
the Proposed Amendments by Glendale Federal's common stockholders at the
1996 Annual Meeting.
NAME AND POSITION DOLLAR VALUE ($)(1) NUMBER OF UNITS
----------------- ------------------- ---------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Offi-
cer....................................... $250,000 1,000,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Executive Vice
President and Chief Credit Officer........ 18,750 75,000
▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President and
Director, Business Banking................ 8,750 35,000
▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President
and Chief Financial Officer............... 10,000 40,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
and Manager, Retail Banking............... 8,750 35,000
Executive Group............................ 323,750 1,295,000
--------
(1) Dollar value is determined by multiplying the number of units by $0.25,
which was the difference between the closing price of Glendale Federal
common stock on the New York Stock Exchange on August 30, 1996 of $17.75
and the option exercise price of $17.50.
19
BOARD RECOMMENDATION
The Board of Directors believes that it is in the best interests of Glendale
Federal and its stockholders to approve the Proposed Amendments in order to
attract, retain and motivate qualified employees. Approval of the Proposed
Amendments requires the affirmative vote of a majority of the outstanding
shares of Glendale Federal common stock entitled to vote on the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE APPROVAL OF THE PROPOSED AMENDMENTS
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as Glendale
Federal's independent auditors for the fiscal year ended June 30, 1997, and to
audit the books and accounts of Glendale Federal for that year. KPMG Peat
Marwick LLP, together with its predecessors, have been the independent
auditors of Glendale Federal for more than 30 years.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and to be available to respond to appropriate questions. Their
representatives will also be provided an opportunity to make a statement, if
they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE SELECTION
OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR GLENDALE FEDERAL FOR THE
FISCAL YEAR ENDED JUNE 30, 1997.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented
for action at the Annual Meeting. If any other business is properly presented
at the Annual Meeting, shares represented by the proxies solicited hereby will
be voted on such matters in accordance with the best judgment of the proxy
holders named therein. OTS regulations and Glendale Federal's Bylaws require
that, in order to be considered, any new business to be taken up at the Annual
Meeting shall be stated in writing and filed with the Secretary of Glendale
Federal at least five days before the date of the Annual Meeting.
STOCKHOLDER PROPOSALS
Any stockholder wishing to have a proposal considered for inclusion in the
Board of Directors' proxy solicitation materials for the 1997 Annual Meeting
must, in addition to other applicable requirements, set forth such proposal in
writing and file it with the Secretary of Glendale Federal on or before May
24, 1997. The Board of Directors will review any proposals from stockholders
received by that date and will determine whether applicable requirements have
been met for inclusion of any such proposals in such 1997 proxy solicitation
materials.
20
ADDITIONAL INFORMATION
THE ANNUAL REPORT ON FORM 10-K FILED BY GLENDALE FEDERAL WITH THE OTS FOR
ITS FISCAL YEAR ENDED JUNE 30, 1996, ACCOMPANIES THIS PROXY STATEMENT.
GLENDALE FEDERAL WILL FURNISH A COPY OF THE FORM 10-K WITHOUT CHARGE UPON THE
WRITTEN REQUEST OF ANY STOCKHOLDER SOLICITED HEREBY WHO HAS NOT RECEIVED A
COPY THEREOF. GLENDALE FEDERAL WILL ALSO FURNISH TO ANY SUCH STOCKHOLDER A
COPY OF THE EXHIBITS TO THE FORM 10-K UPON WRITTEN REQUEST AND PAYMENT OF A
COPYING CHARGE. REQUESTS SHOULD BE ADDRESSED TO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, DIRECTOR,
CORPORATE RELATIONS, GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
By order of the Board of Directors
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Secretary
September 20, 1996
21
APPENDIX A
Underlined words in the following text are the proposed amendments that
stockholders are being asked to approve.
1996 AMENDMENT AND RESTATEMENT OF
GLENDALE FEDERAL BANK
1993 STOCK OPTION AND
LONG-TERM PERFORMANCE INCENTIVE PLAN
1.History and Purpose. The 1993 Stock Option and Long-Term Performance
Incentive Plan (the "Plan") is designed to promote the long-term financial
interests of the Company (as defined below) by (i) rewarding key executives,
other selected employees, and Eligible Directors of the Company for their
contributions to the success of the Company, (ii) attracting and encouraging
long service by key employees and Eligible Directors possessing outstanding
abilities, (iii) providing key employees with additional incentives in the
form of Incentive Stock Options, Non-Qualified Stock Options and Stock
Appreciation Rights as determined from time to time by the Board or the
Committee (as defined below), (iv) providing Eligible Directors with
additional incentives in the form of Non-Qualified Stock Options, and (v)
furthering the identity of interests of key employees, other selected
employees, and Eligible Directors with those of the Company's stockholders
through opportunities for increased stock ownership and awards based on
corporate performance. The Plan has been amended and restated in 1996 in the
form set forth herein, provided that such amendment and restatement is subject
to the approval of the stockholders of the Company at the first annual
stockholders meeting which occurs after July 22, 1996.
2.Definitions.
(a)"Award" means the grant of any form of stock option, stock appreciation
right, stock or cash award, whether granted alone, in combination or in
tandem, under the Plan.
(b)"Award Agreement" means an agreement between the Company and a
Participant, setting forth the terms, conditions and limitations applicable to
an Award granted to the Participant.
(c)"Board" means the Board of Directors of the company.
(d)"Common Stock" means authorized and issued or unissued Common Stock of
the Company, having a par value of $1.00 per share.
(e)"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(f)"Committee" means the Committee on Officer Compensation and Personnel of
the Board or such other committee, comprised of directors who are not
employees of the Company, designated by the Board.
(g)"Company" means Glendale Federal Bank, Federal Savings Bank, a federally
chartered stock savings bank, including any successor thereto by merger,
operation of law or otherwise, its subsidiaries and their respective
subsidiaries.
(h)"Eligible Director" means each member of the Board who is not an employee
of the Company.
(i)"Fair Market Value", unless determined otherwise by the Committee in good
faith, means with respect to a share of Common Stock as of any given date (i)
the closing market composite price for such Common Stock as reported for the
New York Stock Exchange--Composite Transactions on that date or, if Stock is
not traded on that date, on the next preceding date on which Common Stock was
traded; (ii) if the Common Stock is not traded on the New York Stock Exchange,
the closing sale price of a share of Common Stock as reported on the national
securities exchange or transaction reporting system on or through which actual
sales prices are regularly reported for such Common Stock on the date the
determination is made; or (iii) if the Common Stock is not traded on an
exchange or transaction reporting system on or through which actual sales
prices are available, the mean of the average of the closing bid and asked
prices of a share of Common Stock as reported on the date the determination is
made.
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(j)"Immediate Family" means, with respect to a particular Participant, the
Participant's parents, spouse, children, stepchildren, adoptive relationships,
sisters, brothers and grandchildren.
(k)"Participant" means an employee or Eligible Director of the Company to
whom an Award has been made under the Plan.
(l)"Performance-Based Compensation" shall have the meaning ascribed to it in
Section 162(m)(4)(C) of the Code.
3.Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, the key employees
to whom Awards are to be granted under Sections 8, 9, 10, and 11, and who
thereby become "Participants" in the Plan. Subject to the terms and conditions
of the Plan, Eligible Directors shall receive Stock Options in accordance with
the provisions of Supplement A, and thereby become "Participants" in the Plan.
Individuals shall not be eligible for Awards under Sections 8, 9, 10 and 11
during the period in which they are Eligible Directors.
4.Common Stock Available for Awards. At the time of establishment of the
Plan in 1993, and subject to Section 17, the aggregate number of shares of
Common Stock with respect to which Awards could be granted under the Plan was
limited to 1,700,000, which amount was increased in 1994 to 4,700,000.
Effective as of the amendment and restatement of the Plan in 1996, and subject
to Section 17, the aggregate number of shares of Common Stock with respect to
which Awards may be granted under the Plan was increased from 4,700,000 to
7,200,000. To the extent that any Award terminates by expiration,
cancellation, forfeiture, surrender or otherwise (other than by reason of the
exercise of an Award granted in tandem therewith) without the issuance of
shares or without payment therefor or, in the case of restricted stock,
without vesting, any shares subject to such Award or on the basis of which
such Award would have been calculated shall again be available for future
Awards. Common Stock which may be issued under the Plan may be either
authorized and unissued shares or issued shares which have been reacquired by
the Company. No fractional shares of Common Stock shall be issued under the
Plan.
Notwithstanding any other provision of the Plan to the contrary, no
Participant shall receive any Award of a Stock Option or an SAR under the Plan
to the extent that the sum of:
(a) the number of shares of Common Stock subject to such Award;
(b) the number of shares of Common Stock subject to all other prior Awards
of Stock Options and SARs under the plan during the calendar year in
which the Award is made; and
(c) the number of shares of Common Stock subject to all other prior stock
options and stock appreciation rights granted to the Participant under
other plans or arrangements of the Company during the calendar year in
which the Award is made;
would exceed the Participant's Individual Limit under the Plan. The
determination made under this paragraph shall be based on the shares subject
to the awards at the time of grant, regardless of when the awards become
exercisable. A Participant's "Individual Limit" shall be 1,000,000 shares
(subject to adjustment under Section 17).
5.Administration. The Plan shall be administered by the Committee which
shall have full and exclusive power to interpret the Plan, to grant waivers of
Plan restrictions and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper, all of which powers
shall be executed in the best interests of the Company and in keeping with the
objectives of the Plan. Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding on all persons.
The Committee shall determine the type of or types of Awards to be made to
each Participant. Awards may be granted alone, in combination or in tandem. In
the case of Awards granted in tandem, the exercise of one award will effect
the cancellation of a corresponding portion of the Award or Awards granted in
tandem therewith. Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under any
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other employee plan of the Company, including the plan of any acquired entity.
To the extent that the provisions of this Section 5 are inconsistent with the
terms of Supplement A, Awards made under Supplement A shall be governed by the
terms of Supplement A rather than the terms of this Section 5.
6.Delegation of Authority. The Committee may delegate to the Chief Executive
Officer and to other senior officers of the Company its duties under the Plan
pursuant to such terms, conditions or limitations as the Committee may
establish; provided, however, that no such authority may be vested in an
officer who does not also serve as a member of the Board of Directors of the
Company; further provided that only the Committee may grant and administer
Awards made to or held by Participants who, at the time such authority is
exercised, are subject to Section 16(a) or Section 16(b) of the Securities
Exchange Act of 1934, or any successor rule.
7.Award Agreement. At the time of a grant, the Committee may require as a
condition to such grant that a Participant enter into an agreement with the
Company in a form specified by the Committee agreeing to the terms and
conditions of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee, in its sole discretion, may
prescribe. To the extent that the provisions of this Section 7 are
inconsistent with the terms of Supplement A, Awards made under Supplement A
shall be governed by the terms of Supplement A rather than the terms of this
Section 7.
8.Stock Options. Each Stock Option shall entitle the Participant to whom it
is granted to purchase a specified number of shares of Common Stock at a fixed
price. Any Stock Option granted under the Plan that satisfies all of the
requirements of Section 422 of the Code may be designated by the Committee as
an "Incentive Stock Option." Stock Options not so designated, or that do not
satisfy the requirements of Section 422 of the Code shall not constitute
Incentive Stock Options and shall be "Non-Qualified Stock Options."
(a) Option Price. The option price of a Non-Qualified Stock Option shall
not be less than 100 percent of the Fair Market Value of a share of
Common Stock on the date of grant, or such other amount required to
comply with applicable law. The option price of an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of a share
of Common Stock and, with respect to an employee who owns on the date
of the grant more than 10% of the Company's Common Stock, shall not be
less than 110% of its Fair Market Value on such date.
(b) Option Expiration Date. The "Expiration Date" with respect to a Stock
Option or any portion thereof means the expiration date thereof
established by the Committee at the time of the grant. The Expiration
Date of an Incentive Stock Option shall be no later than the date which
is ten years after the date it was granted and, with respect to an
employee who owns on the date of grant more than 10% of the Company's
Common Stock, shall not be later than the date which is five years
after the date of grant.
(c) Exercise of Options. Each Stock Option granted under the Plan shall be
exercisable, either in whole or in part, at such time or times as shall
be determined by the Committee at the time the option is granted or at
such earlier times as the Committee shall subsequently determine
(provided that the Fair Market Value at date of grant of shares of
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar
year may not exceed $100,000) but in no event later than that Stock
Option's Expiration Date.
A Participant may exercise a Stock Option by giving written notice
thereof prior to the Option's Expiration Date to the Secretary of the
Company at the principal executive offices of the Company.
Contemporaneously with the delivery of such notice, the full purchase
price of the shares of Common Stock purchased pursuant to the exercise
of the Option, together with any required state or federal withholding
taxes, shall be paid in cash, by tender of stock certificates in proper
form for transfer to the Company valued at the Fair Market Value of the
shares of Common Stock on the date of exercise, by a combination of the
foregoing or with any other consideration which the Committee
determines to be consistent with the purposes of the Plan and
applicable law. A Participant may elect to pay the purchase price upon
the exercise of a Stock Option through a cashless exercise arrangement
to the
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extent provided by the Committee. In the case of a cashless exercise
arrangement approved by the Committee, payment may be made as soon as
practicable after the exercise.
To the extent that the provisions of this Section 8 are inconsistent with
the terms of Supplement A, Awards made under Supplement A shall be governed by
the terms of Supplement A rather than the terms of this Section 8.
9.Stock Appreciation Rights. Each Stock Appreciation Right ("SAR") shall
entitle the Participant to whom it is granted to receive from the Company, at
the time the SAR is exercised, that number of shares of Common Stock having a
Fair Market Value equal to the product of:
(a) the number of shares of Common Stock as to which the SAR is exercised;
and
(b) the excess of the Fair Market Value (at the date of exercise) of a
share of Common Stock over the exercise price specified by the
Committee at the time of the award;
provided, however, that the Committee, in its sole discretion, may elect to
settle all or a portion of the Company's obligation arising out of the
exercise of an SAR in cash equal to the Fair Market Value on the exercise date
of any or all of the shares of Common Stock that would otherwise be issuable
on exercise. SARs that are granted in tandem with Stock Options shall be
exercisable only to the extent that the related Stock Option is exercisable
and at the exercise price of that Stock Option.
An SAR may be exercised, in whole or in part, by giving written notice to
the Secretary of the Company prior to the date on which the SAR expires. Such
notice shall specify the number of shares with respect to which the SAR is
being exercised. As soon as practicable after the receipt of such notice, the
Company shall deliver to the Participant certificates for the shares of Common
Stock or cash or both to which the Participant is entitled pursuant to the
Plan.
10.Stock Awards. Subject to the terms and conditions of the Plan, the
Committee may designate Participants to receive Awards made in Common Stock or
denominated in units of Common Stock. All or any part of such Award may be
subject to such terms, conditions, restrictions and limitations as may be
established by the Committee, and set forth in the Award Agreement, which may
include, but are not limited to, continuous service with the Company,
achievement of specific business objectives, peer company comparisons,
increases in specified indices, attaining specified growth rates and other
comparable measurements of Company performance. Such Awards may be based on
Fair Market Value or other specified valuation criteria.
To the extent that the Committee determines that it is necessary or
desirable to conform any Awards under the Plan with the requirements
applicable to "Performance-Based Compensation," it may, at the time an Award
is granted, take such steps and impose such restrictions as it determines to
be necessary to satisfy such requirements with respect to such Award,
including, without limitation:
(a) The establishment of performance goals that must be satisfied prior to
the payment or distribution of benefits under such Awards;
(b) The submission of such Awards and performance goals to the Company's
shareholders for approval and making the receipt of benefits under such
Awards contingent on receipt of such approval; and
(c) Providing that no payment or distribution be made under such Awards
unless the Committee certifies that the goals and the applicable terms
of the Plan and Agreement reflecting the Awards have been satisfied.
To the extent that the Committee determines that the foregoing requirements
relating to Performance-Based Compensation do not apply to Awards under the
Plan because the Awards constitute Stock Options or SARs, the Committee may,
at the time the Award is granted, take such steps and impose such restrictions
as it determines to be necessary to conform the Award to alternative methods
of satisfying the requirements applicable to Performance-Based Compensation.
A-4
11.Other Awards. In addition to the Awards specifically provided above, the
Committee may make such other equity, incentive or performance awards payable
in cash or in kind under the Plan as it determines to be in the best interest
of the Company.
12.Payment of Awards. The Company's obligation to pay cash or deliver stock
pursuant to Awards granted under the Plan is subject to all applicable laws,
rules and regulations and the obtaining of all permits and approvals deemed
necessary or appropriate by the Committee. Payment of Awards may be made in
the form of cash, stock or combinations thereof and may include such
restrictions as the Committee shall determine, including in the case of stock,
restrictions on transfer and forfeiture provisions. When transfer of stock is
so restricted or subject to forfeiture provisions it shall be referred to as
"Restricted Stock."
▇▇.▇▇▇ Withholding. The Company shall have the right to deduct or otherwise
effect a withholding of any amount required by federal or state tax laws to be
withheld with respect to the grant, exercise or surrender of an Award, or the
sale of stock acquired upon the exercise of an Incentive Stock Option,
including any withholding required in order for the Company to obtain a tax
deduction otherwise available as a consequence of such grant, exercise,
surrender or sale. Such amounts may be deducted or withheld, at the Company's
discretion, from Award payments or from any other payments, including regular
compensation, to be made by the Company to the Participant. If Common Stock is
used to satisfy tax withholding, such Common Stock shall be valued based on
Fair Market Value on the date it is withheld.
14.Amendment, Modification, Suspension or Discontinuance of this Plan. The
Board at any time, and from time to time, may amend the Plan, subject to the
applicable requirements of the New York Stock Exchange. The Committee may, at
any time, amend the terms of any outstanding Award Agreement; provided,
however, that such amendment may not provide terms which are inconsistent with
the terms of the Plan; and further provided that no amendment of any
outstanding Award Agreement may adversely affect a Participant's rights under
the Award Agreement in the absence of the Participant's written consent.
The Board at any time may suspend or discontinue the Plan. The Plan, unless
sooner terminated, shall terminate on the fifth anniversary of its adoption by
the Board in 1993. Any such amendment, suspension or termination shall not
affect any Award previously granted. No Award may be granted under the Plan
while the Plan is suspended or after it is terminated.
15.Termination of Employment. In the event that a Participant ceases to be
an employee of the Company for any reason, including death, any Awards then
outstanding may be exercised or shall expire in accordance with the terms of
the applicable Award Agreement.
16.Nonassignability. No award under the Plan, and no rights or interests
therein, shall be assignable or transferable by a Participant except by will
or by the laws of descent and distribution. During a Participant's lifetime,
Awards under the Plan are exercisable only by the Participant, his guardian or
legal representative, and after the Participant's death Awards are only
exercisable by the person who acquired the right to exercise such Award by
bequest or inheritance, and only in accordance with the terms of such Award as
determined by the Committee at the time of grant. Notwithstanding the
foregoing provisions of this Section 16, the Committee may permit Awards under
the Plan to be transferred by a Participant for no consideration to or for the
benefit of the Participant's Immediate Family (including, without limitation,
to a trust for the benefit of a Participant's Immediate Family or to a
partnership for members of a Participant's Immediate Family), subject to such
limits as the Committee may establish, and the transferee shall remain subject
to all the terms and conditions applicable to such Award prior to such
transfer. In the discretion of the Committee, the foregoing right to transfer
Awards shall also apply to the right to transfer ancillary rights associated
with an Award. However, in no event shall an Incentive Stock Option be
transferable to the extent that such transferability would violate the
requirements applicable to such option under Code section 422. Transfer to a
Participant's Immediate Family may be permitted by the Committee with respect
to Awards granted on or after November 1, 1996; provided that on and after
that date, the Committee may, in its discretion, also amend previously granted
outstanding Award Agreements to permit such transferability.
A-5
17.Adjustment. In the event of any change in the outstanding Common Stock of
the Company by reason of any stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, or other corporate
transaction, including but not limited to the payment of a dividend or the
making of a distribution to shareholders of the Company in property or in cash
in an amount in excess of the Company's normal dividend or distribution policy
in effect at the time, the Committee shall, where applicable, equitably adjust
the number of shares of stock reserved under the Plan and the exercise or
purchase price and the number or class of shares covered by outstanding Awards
denominated in stock or units of stock to preserve the benefit of such Awards
for the Company and the Participant.
Upon the effective date of the dissolution or liquidation of the Company, or
of a reorganization, merger or consolidation of the Company with one or more
other corporations in which the Company is not the surviving corporation, or
of the transfer of substantially all of the assets or shares of the Company to
another corporation (any such transaction being referred to herein as a
"Terminating Event"), the Plan and any Award granted hereunder shall terminate
unless provision is made in writing in connection with such Terminating Event
for the continuance of the Plan and for the assumption of Awards theretofore
granted hereunder, or the substitution for such Awards of new awards issued by
the successor corporation, or a parent or subsidiary thereof, with such
appropriate adjustments as may be determined or approved by the Committee or
its successor, in which event the Plan and the Awards theretofore granted or
substituted therefor, shall continue in the manner and under the terms so
provided. Upon the occurrence of a Terminating Event in which provision is not
made for the continuance of the Plan and for the assumption of Awards
theretofore granted or the substitution for such Awards of new awards issued
by the successor corporation, each Participant to whom an Award has been
granted under the Plan shall be entitled to receive payment, as applicable, or
to exercise, in whole or in part, such Participant's rights under any Award
granted without regard to any restrictions on exercise that would otherwise
apply, and any restrictions on outstanding Stock Awards shall lapse, in each
case effective as of the effective date of the Terminating Event. In the event
a Participant shall not, prior to the effective date of a Terminating Event
fully exercise a stock appreciation right granted under the Plan, such stock
appreciation right to the extent not previously exercised, shall be deemed
exercised by the Participant as of the effective date of the Terminating
Event. In the event a Participant shall not, prior to the effective date of a
Terminating Event fully exercise an option granted under the Plan, such
option, to the extent not previously exercised, shall be deemed surrendered by
the Participant as of the effective date of the Terminating Event and such
Participant shall receive in exchange therefor a cash payment equal to the
difference, if a positive amount, between the Fair Market Value as of the
effective date of the Terminating Event of the shares of stock then subject to
the option minus the aggregate option price therefor. To the extent that a
Participant, pursuant to this Section 17 has a right to exercise, surrender or
receive payment under any Award, or restrictions on any Stock Award lapse,
solely on account of a Terminating Event, such exercise, surrender, payment or
lapse shall be contingent upon the consummation of such Terminating Event.
Upon a "change in control" of the Company, as defined in rules or
regulations promulgated by the Committee from time to time or in Award
Agreements executed pursuant to this Plan, Participants shall, unless the
Committee otherwise determines at the time of grant, have the right,
notwithstanding any restrictions that would otherwise apply, to exercise any
stock option or stock appreciation right, any restrictions on outstanding
Stock Awards granted under the Plan shall lapse, and Participants who have
been granted Cash Awards under the Plan shall immediately be entitled to
receive full payment of such Awards. In addition, Participants shall have the
right to elect to receive a cash payment equal to the Fair Market Value of any
stock otherwise distributable in connection with an Award under the Plan. To
the extent a Participant has the right to exercise or receive payment under an
Award, or restrictions on a Stock Award lapse, solely on account of a change
in control, such right to exercise on surrender or the lapse of such
restrictions shall be contingent upon the consummation of such change in
control.
18.Employment and Stockholder Status. Neither the adoption of the Plan nor
the granting of any Award shall confer upon any Participant any right to
continue as an employee or director of the Company, nor shall it interfere in
any way with the right of the Company to terminate the employment of any of
its employees at any
A-6
time. No Award shall create any rights in a Participant as a stockholder of
the Company until shares of Common Stock are registered in the name of the
Participant.
19.Governing Law. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the Code, the
securities laws of the United States or other federal law, shall be governed
by the law of the State of California and construed accordingly.
20.Effective Date. The Plan shall become effective on the date in 1993 it is
adopted by the Board subject to the approval of a majority of the shares
eligible to be voted at the next annual meeting of stockholders and subject to
any required regulatory approval. All Awards granted prior to stockholder
approval are subject to such approval and, notwithstanding any other provision
of the Plan, if such approval is not obtained, all such Awards as well as
dividends paid or payable with respect to such Awards shall be forfeited.
Except as otherwise set forth in this amended and restated Plan, the changes
reflected in the amended and restated plan shall be effective July 22, 1996,
provided that the changes to Supplement A and Exhibit I shall be effective
November 1, 1996.
21.Dispute Resolution. All disputes arising as to the interpretation or
application of the Plan shall be decided by the Committee. The Committee shall
provide the Participant with a written determination within 60 days of its
decision with respect to such dispute.
A-7
SUPPLEMENT A
ELIGIBLE DIRECTORS AUTOMATIC OPTION GRANT
A-1. General. The grant of a Stock Option under this Supplement A entitles
the Participant to purchase shares of Common Stock at a price fixed at the
time the Stock Option is granted. A Stock Option granted under this Supplement
A is not intended to satisfy the requirements applicable to an "incentive
stock option" as described in Section 422(b) of the Code.
A-2. Participation. As of August 23, 1994 and as of the first business day
after each annual meeting of the Company's shareholders thereafter, each
member of the Board who is then an Eligible Director shall be granted a "Stock
Option", which shall be an option to purchase 5,000 shares of Common Stock (as
adjusted pursuant to Section 17.)
A-3. Price. The determination and payment of the purchase price of a share
of Common Stock under each Stock Option granted pursuant to this Supplement A
shall be subject to the following:
(a) The purchase price shall be the greater of (i) 100% of the Fair Market
Value of a share of Common Stock as of the date on which such Stock
Option is granted, or (ii) the par value of a share of such
Common Stock on such date. For purposes of this Supplement A, in
determining the Fair Market Value of a share of Common Stock, the
phrase "unless determined otherwise by the Committee in good faith"
appearing in Section 3(h) of the Plan shall be disregarded. The
purchase price shall be subject to the adjustment described in Section
17 of the Plan relating to Extraordinary Dividends.
(b) The full purchase price of each share of Common Stock purchased upon
the exercise of any Stock Option shall be paid at the time of such
exercise and, as soon as practicable thereafter, a certificate
representing the shares so purchased shall be delivered to the person
entitled thereto.
(c) The purchase price shall be payable in cash or in shares of Common
Stock (valued at Fair Market Value as of the day of exercise), or in
any combination thereof.
A-4. Exercise. A Stock Option granted under this Supplement A as of any date
shall first be exercisable on the date of the first annual meeting of the
Company's shareholders that occurs after the date as of which the Stock Option
is granted, but only if the Participant continues to serve as a member of the
Board from the date of grant until such annual meeting (or becomes employed by
the Company, and remains employed or a director until such annual meeting.)
However, upon approval of this 1996 amendment and restatement of the Plan by
the Company's stockholders, and notwithstanding the foregoing provisions of
this Supplement A, if the Participant's Date of Termination occurs on account
of the Participant's death, the Stock Options shall be deemed to have become
exercisable as of the date immediately prior to the date of death; provided
that the revision set forth in this sentence shall apply to Stock Options
granted under this Supplement A which were outstanding on or at any time after
November 27, 1995 (regardless of whether such Stock Options were previously
granted or are granted in the future). A Stock Option granted under this
Supplement A will not be exercisable after the Expiration Date applicable to
that Stock Option, and all rights to purchase shares of Common Stock pursuant
to the Stock Option shall cease as of the Stock Option's Expiration Date.
A-5. Expiration Date. The "Expiration Date" with respect to a Stock Option
granted under this Supplement A means the earliest to occur of:
(a) the ten-year anniversary of the date on which the Stock Option is
granted;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, the thirty-six-month anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of death, the
twelve-month anniversary of such Date of Termination; and
A-8
(d) if the Participant's Date of Termination occurs for reason other than
Retirement or death, the three-month anniversary of such Date of
Termination.
A Participant shall not be permitted to exercise a Stock Option granted
under this Supplement A after the Participant's Date of Termination except to
the extent that the Stock Option is exercisable immediately prior to such Date
of Termination. For purposes of this Supplement A: (a) a Participant's "Date
of Termination" shall be the date the Participant ceases to be a member of the
Board, or, if the Participant becomes employed by the Company, the date the
Participant both ceases to be so employed and ceases to be a director; and (b)
a Participant's Date of Termination shall be deemed to be by reason of
"Retirement" if such Date of Termination occurs on or after the date on which
the Participant has attained age 65. However, upon approval of this 1996
amendment and restatement of the Plan by the Company's stockholders, clause
(b) of the preceding sentence shall be revised to read: "a Participant's Date
of Termination shall be deemed to be by reason of "Retirement" if such Date of
Termination occurs after five (5) years of Board Service as an Eligible
Director"; provided that the revision set forth in this sentence shall apply
to Stock Options granted under this Supplement A which were outstanding on or
at any time after November 27, 1995 (regardless of whether such Stock Options
were previously granted or are granted in the future).
A-6. Agreement With Company. Each Stock Option granted under this Supplement
A shall be evidenced by an Agreement (an "Agreement") duly executed on behalf
of the Company and by the Participant to whom such option is granted and dated
as of the applicable date of grant. Each Agreement shall be substantially in
the form attached hereto as Exhibit I.
A-7. Limitation on Amendment. Notwithstanding the provisions of Section 14
of the Plan, in no event shall the provisions of the Plan relating to Awards
under this Supplement A be amended more than once every six months, other than
to comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules thereunder; provided, however, that the limitation set forth
in this Section A-7 shall be applied only to the extent required under SEC
Rule 16b-3(c)(2)(ii)(B), or any successor provision thereto.
A-9
EXHIBIT I
ELIGIBLE DIRECTORS
STOCK OPTION AGREEMENT
1.Grant of Option. Glendale Federal Bank, Federal Savings Bank (the
"Company"), which term shall also include any direct or indirect subsidiary of
the Company hereby grants as of (the "Grant Date") to the person whose
name appears below (the "Participant" an option (the "Option") to purchase
5,000 shares of the common stock, par value $1.00 per share, of the Company
(the "Shares") at a purchase price of $ per Share, which Option shall be
exercisable as set forth in and subject to the terms and conditions of this
Stock Option Agreement (the "Agreement") and the Company's Amended and
Restated 1993 Stock Option and Long-Term Performance Incentive Plan (the
"Plan"). The Option granted herein is intended to be a nonqualified stock
option.
Name of Participant:
2.Vesting. The Option shall first become exercisable on the date of the
first annual meeting of the Company's stockholders that occurs after the Grant
Date, but only if the Participant continues to serve as a member of the Board
from the Grant Date until such annual meeting (or becomes employed by the
Company and remains employed or a director until such annual meeting).
Notwithstanding the foregoing provisions of this Section 2, if the
Participant's Date of Termination occurs on account of the Participant's
death, the Stock Options shall be deemed to have become exercisable as of the
date immediately prior to the date of death.
3.Exercise of Option.
(a) Subject to the terms and conditions set forth in this Agreement, the
Option may be exercised by the Participant by giving written notice of
exercise to the Secretary of the Company, specifying the number of
Shares to be purchased and the purchase price to be paid therefor. Such
notice shall be accompanied by payment of the required purchased price
for the Shares to be purchased and such exercise shall be effective
upon receipt by the Company of the written notice together with such
payment. The purchase price may be paid (i) in immediately available
funds, (ii) by certified check payable to the order of the Company,
(iii) by tender of stock certificates, duly endorsed, accompanied by
appropriate stock powers separate from the certificates presented or
otherwise in proper form for transfer to the Company, representing
Shares having a Fair Market Value (as determined in accordance with the
terms of the Plan) at least equal to the relevant purchase price, (iv)
by any combination of the foregoing, or (v) with any other form of
consideration (including payment with a cashless exercise program under
which, if so instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon receipt of the
purchase price in cash from the broker or dealer), if such form of
consideration shall have been approved by the Committee (as defined in
the Plan).
(b) If upon any exercise of the Option any federal, state or local tax
withholding is required under applicable law, the Participant shall
make satisfactory withholding arrangements with the Company, which may
include any method described in (a) above.
4.Expiration Date. The "Expiration Date" of the Option shall be the earliest
to occur of:
(a) the ten-year anniversary of the Grant Date;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, the thirty-six-month anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of death, the
twelve-month anniversary of such Date of Termination; and
(d) if the Participant's Date of Termination occurs for a reason other than
Retirement or death, the three-month anniversary of such Date of
Termination.
A-10
For purposes of this Agreement:
(A) A Participant's "Date of Termination" shall be the date the Participant
ceases to be a member of the Board, or, if the Participant becomes
employed by the Company, the date the Participant both ceases to be so
employed and ceases to be a director.
(B) A Participant's Date of Termination shall be deemed to be by reason of
"Retirement" if such Date of Termination occurs after five (5) years of
Board Service as an Eligible Director.
▇.▇▇▇▇▇▇▇▇ of Shares. The Company shall, upon payment of the full purchase
price for the number of Shares to be purchased, promptly deliver a certificate
or certificates evidencing such Shares to the Participant; provided, that if
any law or regulation requires the Company to take any action with respect to
such issuance of Shares, then the date of such issuance and of delivery of
such certificate or certificates shall be extended for the period necessary to
complete such action. No Shares shall be issued and delivered upon exercise of
the Option unless and until, in the opinion of counsel for the Company, any
applicable registration, qualification or other securities law requirements,
any applicable listing requirements of any national securities exchange on
which stock of the same class is then listed, and any other requirements of
law or of any regulatory authority having jurisdiction over such issuance and
delivery, shall have been complied with. The Company shall use commercially
reasonable efforts to take all required action to achieve such compliance as
promptly as practicable.
6.Nontransferability of Option. Except as provided in the following
sentence, the Option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) nor shall any such rights be subject to
execution, attachment or similar process. In the event of the death of a
Participant, if the Option had become exercisable prior to the date of death,
the Option may be exercised within a period of up to twelve months after the
date of death by the person to whom the Option shall be transferred by will or
the laws of descent and distribution, provided, that the Option may not in any
event be exercised after the Expiration Date. The Option shall be exercisable,
during the lifetime of the Participant, only by the Participant. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option or of any such rights contrary to the provisions hereof, or upon the
levy of any attachment or similar process upon the Option or such rights, the
Option and such rights shall, at the election of the Company, become null and
void. Neither the Participant nor his executors, administrators, heirs or
legatees shall be or have any rights or privileges of a stockholder with
respect to any Shares issuable upon exercise of the Option granted hereunder
unless and until certificates representing such Shares shall have been duly
issued and delivered.
▇.▇▇ Special Rights. Nothing contained in this Agreement shall confer upon
the Participant any right to continued service as a director of the Company or
interfere in any way with the right of the Company or its stockholders to
remove Participant from the Board in accordance with applicable law and the
Bylaws of the Company. In the event the Participant shall become employed by
the Company, nothing contained in this Agreement shall confer upon the
Participant any right to continued employment or interfere in any way with the
right of the Company to terminate the employment of the Participant at any
time.
8.Adjustments Upon Changes in Stock. The number and type of Shares covered
by the Option, and the exercise price and permitted time of exercise thereof,
are subject to adjustment in accordance with the provisions of paragraph 17 of
the Plan or any successor provision thereof in the event of any change in the
outstanding Common Stock of the Company or the occurrence of any Terminating
Event or the payment of any Extraordinary Dividend as referred to therein. Any
such adjustments shall be final, binding and conclusive upon the Participant
and any other party purporting to have any interest in or right with respect
to the Option. In no event shall the purchase price for a Share be adjusted
below the par value thereof, nor shall any fractions of a Share be issued upon
exercise of the Option.
9.Effect of Change in Control. Upon the occurrence of a Change in Control
with respect to the Company, the Option shall immediately become exercisable
in full notwithstanding the provisions of paragraph 2
A-11
hereof and shall continue to be so exercisable for the remaining term of the
Option. For the purposes hereof, a "Change in Control" shall be deemed to have
occurred if: (i) any "Person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act and the regulations of the SEC thereunder, each as
in effect on the effective date of the Plan, and including any such persons
that may be deemed to be acting in concert with respect to the Company or the
acquisition, ownership or voting of Company securities) becomes, directly or
indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act and the regulations of the SEC thereunder, each as in effect on
the effective date of the Plan), of outstanding securities of the Company
representing 20% or more of the combined voting power of the Company's
outstanding securities; (ii) at any time during the three-year period after
the date hereof, the composition of the board of directors of the Company is
changed such that persons who were directors of the Company at the beginning
of such three-year period, or persons nominated or elected by a majority of
such persons, do not continue to comprise a majority of the members of such
board of directors of the Company; (iii) the stockholders of the Company
approve a merger or consolidation of the Company with, or a reorganization
transaction involving the Company and, any other entity, other than a merger,
consolidation or reorganization which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 50% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of more than 50% of its
consolidated assets; or (v) any other event, transaction or series of events
or transactions occurs as a result of which any person may be deemed to
"acquire control" of the Company (as such terms are defined in the regulations
of the Office of Thrift Supervision set forth at 12 C.F.R. Part 574 as in
effect on the effective date of the Plan).
10.Other Employee Benefits. In the event Participant becomes employed by the
Company, the amount of any compensation received by a Participant as a result
of the exercise of this Option shall not constitute "earnings" with respect to
which any other employee benefits of the Participant are determined,
including, without limitation, benefits under any qualified or nonqualified
savings, pension or life insurance plan, except to such extent, if any, as may
specifically be provided in any particular plan or agreement relating to any
such benefits.
11.Notice. Any notice required to be given under the terms of this Option
shall be properly addressed if addressed to the Secretary of the Company at
the principal executive office of the Company or to the Participant at the
address indicated below, or at such other address as either party to this
Agreement may hereafter designate in writing to the other.
Glendale Federal Bank,
Federal Savings Bank
By:
--------------------------------------
[Name]
[Title]
The Option set forth above
is hereby accepted and the
terms and provisions thereof
agreed to by the undersigned.
---------------------------------------
(Participant's Name)
Address:
-------------------------------
---------------------------------------
A-12
[LOGO of Printed on Recycled Paper]
PLEASE ▇▇▇▇
[X] YOUR CHOICE
LIKE THIS
IN DARK INK
I PLAN TO ATTEND MEETING [_]
1. ELECTION OF DIRECTORS
Nominees:
▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
FOR ALL
NOMINEES WITHHOLD
(EXCEPT AS AUTHORITY
MARKED TO THE TO VOTE FOR ALL
CONTRARY BELOW) NOMINEES
[_] [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
--------------------------------------------------------------------------------
2. APPROVAL OF THE AMENDMENTS TO GLENDALE FEDERAL'S AMENDED AND RESTATED 1993
STOCK OPTION AND LONG-TERM PERFORMANCE INCENTIVE PLAN.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS GLENDALE
FEDERAL'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion on such other business as may properly come before the
meeting or any adjournment thereof.
Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.
Dated: ____________, 1996
--------------------------------------------------------------------------------
(Signature of Stockholder) (Signature(s) of Additional Stockholder(s))
Please sign your name exactly as it appears hereon, date and return this proxy
in the reply envelope provided. If you receive more than one proxy card, please
sign and return all proxy cards received.
When signing as attorney, executor, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
REVOCABLE PROXY
GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK
The undersigned hereby appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇, or any of them, each with full power of substitution, as the lawful
proxies of the undersigned, and hereby authorizes them to represent and to
vote as designated on the reverse side all shares of the common stock of
Glendale Federal Bank, Federal Savings Bank ("Glendale Federal"), which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of Glendale Federal to be held on October 22, 1996,
and at any postponement or adjournment thereof. Said proxies are hereby
granted discretionary authority to cumulate votes in the election of directors
referred to below.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GLENDALE
FEDERAL.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE LISTED AND FOR
PROPOSALS 2 AND 3.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
PLEASE ▇▇▇▇
[X] YOUR CHOICE
LIKE THIS
IN DARK INK
1. ELECTION OF DIRECTORS
Nominees:
▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ONLY ONE BOX
FOR ALL
NOMINEES WITHHOLD
(EXCEPT AS AUTHORITY
MARKED TO THE TO VOTE FOR ALL
CONTRARY BELOW) NOMINEES
[_] [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
--------------------------------------------------------------------------------
2. APPROVAL OF THE AMENDMENTS TO GLENDALE FEDERAL'S AMENDED AND RESTATED 1993
STOCK OPTION AND LONG-TERM PERFORMANCE INCENTIVE PLAN.
▇▇▇▇ ONLY ONE BOX
FOR AGAINST ABSTAIN
[_] [_] [_]
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS GLENDALE
FEDERAL'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
▇▇▇▇ ONLY ONE BOX
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion on such other business as may properly come before the
meeting or any adjournment thereof.
Unless you sign and return this form so that it is received by the Trustee
before October 11, 1996, your shares will be voted as provided by the Plan.
Dated: ____________, 1996
--------------------------------------------------------------------------------
(Please sign EXACTLY as your name appears hereon). When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
PLEASE DO NOT FOLD THIS CARD
CONFIDENTIAL VOTING INSTRUCTIONS
GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 22, 1996
TO: CG TRUST COMPANY AS TRUSTEE UNDER THE GLENDALE FEDERAL BANK SHELTERED PAY
PLAN (THE "PLAN")
I hereby instruct the Trustee to vote (in person or by proxy) all the shares
of Glendale Federal Bank, Federal Savings Bank ("Glendale Federal") Common
Stock which are credited to my account under the Plan on September 3, 1996, at
the Annual Meeting of Stockholders of Glendale Federal on October 22, 1996,
and any postponement or adjournment thereof, on the following matters, as
provided in the proxy statement, and in its discretion upon any other matter
which may properly come before the meeting of any adjournment thereof. The
above Trustee is hereby authorized to cumulate votes in the election of
directors referred to below.
THESE VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GLENDALE FEDERAL.
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS BELOW AND RETURN IN THE
ENCLOSED ENVELOPE. YOUR SHARES WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS.
IF YOUR INSTRUCTIONS ARE RETURNED SIGNED WITH NO VOTING INSTRUCTIONS, YOUR
SHARES WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE LISTED AND FOR
PROPOSALS 2 AND 3.
SIGN AND DATE ON THE REVERSE SIDE
1. ELECTION OF DIRECTORS NOMINEES: ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
I Plan to Attend
Meeting [_]
FOR all nominees WITHHOLD AUTHORITY to vote for all
listed to the nominees listed to the right
right (except
as marked to
the contrary)
2. APPROVAL OF THE AMENDMENTS TO GLENDALE FEDERAL'S AMENDED AND RESTATED 1993
STOCK OPTION AND LONG-TERM PERFORMANCE INCENTIVE PLAN.
[_] FOR [_] AGAINST [_] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS GLENDALE
FEDERAL INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
(Instruction: to withhold authority to vote for any individual nominees,
write that nominee's name in the space below).
-----------------------------------------------------------------------------
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.
Dated:___________________________________________________________________, 1996
-------------------------------------------------------------------------------
(Signature of Stockholder)
-------------------------------------------------------------------------------
(Signature(s) of Additional Stockholder(s))
Please sign your name exactly as it appears hereon, date and return this proxy
in the reply envelope provided. If you receive more than one proxy card,
please sign and return all proxy cards received.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO GLENDALE FEDERAL
PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THIS SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
REVOCABLE PROXY
GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GLENDALE FEDERAL
The undersigned hereby appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇
▇. ▇▇▇▇▇ or any of them, each with full power of substitution, as the lawful
proxies of the undersigned, and hereby authorizes them to represent and to
vote as designated on the reverse side all shares of the common stock of
Glendale Federal Bank, Federal Savings Bank ("Glendale Federal") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of Glendale Federal to be held on October 22, 1996,
and at any postponement or adjournment thereof. Said proxies are hereby
granted discretionary authority to cumulate votes in the election of directors
referred to on the reverse side.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE LISTED AND FOR
PROPOSALS 2 AND 3.
-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
FOLD AND DETACH HERE
1. ELECTION OF DIRECTORS NOMINEES: ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
I Plan to Attend
Meeting [_]
FOR all nominees WITHHOLD AUTHORITY to vote for all
listed to the nominees listed to the right
right (except
as marked to
the contrary)
2. APPROVAL OF THE AMENDMENTS TO GLENDALE FEDERAL'S AMENDED AND RESTATED 1993
STOCK OPTION AND LONG-TERM PERFORMANCE INCENTIVE PLAN.
[_] FOR [_] AGAINST [_] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS GLENDALE
FEDERAL INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 10, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
(Instruction: to withhold authority to vote for any individual nominees, write
that nominee's name in the space below).
-------------------------------------------------------------------------------
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.
Dated: __________________________________________________________________, 1996
-------------------------------------------------------------------------------
(Signature of Stockholder)
-------------------------------------------------------------------------------
(Signature(s) of Additional Stockholder(s))
Please sign your name exactly as it appears hereon, date and return this proxy
in the reply envelope provided. If you receive more than one proxy card,
please sign and return all proxy cards received.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS VERY IMPORTANT TO GLENDALE FEDERAL. PLEASE SIGN AND RETURN YOUR
PROXY BY TEARING OFF THE TOP PORTION OF THIS SHEET AND RETURNING IT IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
ATTENTION STOCKHOLDER:
Our records indicate you have not mailed in your GLENFED, Inc.
certificate(s) of common stock. We urge you to exchange your GLENFED, Inc.
Certificate(s) of common stock for new Glendale Federal Bank, Federal Savings
Bank, Certificate(s) of common stock immediately. It has been three years
since stockholders were notified to send in their shares of GLENFED in
exchange for the new shares of Glendale Federal Bank, FSB, as provided for
under the Plan of Reorganization which was approved by a majority of the
stockholders at a Special Meeting of Stockholders held on August 17, 1993.
For stockholders whose last known address is in California, your stock is
subject to be turned over to the state as abandoned property. In accordance
with the State of California escheatment laws, we are required to cancel all
unexchanged certificate(s) of California residents after three years and turn
over the ownership of the stock these certificates represent to the state.
ONCE YOUR STOCK IS ESCHEATED, YOUR ONLY RECOURSE TO RECLAIM YOUR STOCK WILL BE
WITH THE STATE.
For stockholders whose last known address is outside California, your stock
will escheat in accordance with the laws of the state in which you reside.
Please locate your old GLENFED certificate(s) of common stock and mail them
to our agent at the address below.
CHASEMELLON
SHAREHOLDER SERVICES
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
PLEASE DO NOT MAIL YOUR CERTIFICATE(S) WITH YOUR PROXY.
If your have lost your GLENFED certificate(s) or have any questions relating
to the exchange of your certificate(s), please contact ChaseMellon at
▇-▇▇▇-▇▇▇-▇▇▇▇, or our Investor Relations Department at ▇▇▇-▇▇▇-▇▇▇▇.
REVOCABLE PROXY
GLENDALE FEDERAL BANK, FEDERAL SAVINGS BANK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GLENDALE FEDERAL
The undersigned hereby appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇ or any of them, each with full power of substitution, as the lawful
proxies of the undersigned, and hereby authorizes them to represent and to
vote as a designated on the reverse side all shares of the common stock of
Glendale Federal Bank, Federal Savings Bank ("Glendale Federal") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of Glendale Federal to be held on October 22, 1996,
and at any postponement or adjournment thereof. Said proxies are hereby
granted discretionary authority to cumulate votes in the election of directors
referred to on the reverse side.
IMPORTANT--PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE LISTED AND FOR
PROPOSALS 2 AND 3.
-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
FOLD AND DETACH HERE