S-3 1 s-3.txt GOLDEN WEST FINANCIAL COROPORATION FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000 REGISTRATION NO. 333-[_______] ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- GOLDEN WEST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-2080059 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) --------------------------- 1901 HARRISON STREET OAKLAND, CALIFORNIA 94612 (510) 446-3420 (Address, including zip code, and telephone number, including area code, of principal executive offices) --------------------------- WILLIAM C. NUNAN 1901 HARRISON STREET OAKLAND, CALIFORNIA 94612 (510) 446-3420 (Name, address, including zip code, and telephone number, including area code, of agent of service) --------------------------- Copies to: MARK R. LEVIE, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP OLD FEDERAL RESERVE BANK BUILDING 400 SANSOME STREET SAN FRANCISCO, CALIFORNIA 94111 --------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. --------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ --------------------------- CALCULATION OF REGISTRATION FEE
====================================== ====================== ====================== ======================= ====================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF TITLE OF EACH CLASS TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE (1) -------------------------------------- ---------------------- ---------------------- ----------------------- ---------------------- Preferred Stock (2) ................. -------------------------------------- ---------------------- ---------------------- ----------------------- ---------------------- Debt Securities (3) ................. -------------------------------------- ---------------------- ---------------------- ----------------------- ---------------------- Common Stock (4) .................... ====================================== ====================== ====================== ======================= ====================== Total $1,000,000,000 $184,800 ====================================== ====================== ====================== ======================= ======================
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 429, the amount of securities registered hereunder includes $300,000,000 carried forward from the Registrant's Registration Statement on Form S-3 (File No. 33-61293) for which a filing fee in the amount of $103,449 was previously paid. (2) Subject to note (5) below, there are registered hereunder an indeterminate number of shares of Preferred Stock as may be sold, from time to time, by the Registrant, or as may be issued in exchange for Debt Securities. (3) Subject to note (5) below, there are being registered hereunder an indeterminate principal amount of Debt Securities as may be sold from time to time by the Registrant. If any Debt Securities are being issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $1,000,000,000 less the dollar amount of any securities previously issued hereunder. (4) Subject to note (5) below, there are registered hereunder an indeterminate number of shares of Common Stock, which stock may be issued in exchange for Debt Securities. No separate consideration will be received for such Common Stock. (5) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this Registration Statement exceed $1,000,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. --------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. =============================================================================== 2 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED JULY 12, 2000. PROSPECTUS GOLDEN WEST FINANCIAL CORPORATION $1,000,000,000 DEBT SECURITIES PREFERRED STOCK ------------------------ Golden West Financial Corporation may offer and sell, from time to time: - unsecured senior and subordinated debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness; and - shares of preferred stock in one or more series. The aggregate initial offering price of all of the securities which may be sold pursuant to this prospectus will not exceed $1,000,000,000 or, if applicable, an equivalent amount in any other currency. We will provide the specific terms of the securities to be sold by us in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest. ------------------------ These securities have not been approved by the Securities and Exchange Commission or any state securities commission, nor have these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. ------------------------ THIS PROSPECTUS IS DATED , 2000 3 TABLE OF CONTENTS ABOUT THIS PROSPECTUS............................................................................................3 WHERE YOU CAN FIND MORE INFORMATION..............................................................................4 UNCERTAINTY OF FORWARD-LOOKING STATEMENTS........................................................................4 GOLDEN WEST FINANCIAL CORPORATION................................................................................5 USE OF PROCEEDS..................................................................................................6 RATIOS OF EARNINGS TO FIXED CHARGES..............................................................................6 DESCRIPTION OF DEBT SECURITIES...................................................................................6 PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES............................................7 General.................................................................................................7 Absence Of Restrictive Covenants And Event Risk Provisions With Respect To Debt Securities..............8 Consolidation, Merger And Sale Of Assets................................................................8 Events of Default.......................................................................................9 Modification And Waiver.................................................................................9 Defeasance.............................................................................................10 Concerning the Trustee.................................................................................11 Governing Law..........................................................................................11 PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES..........................................................11 General................................................................................................11 Events of Default......................................................................................11 Senior Indenture Covenants.............................................................................11 PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES....................................................12 Subordination..........................................................................................12 Capital Securities.....................................................................................13 Common Stock...........................................................................................14 Perpetual Preferred Stock..............................................................................14 Events of Default......................................................................................14 DESCRIPTION OF PREFERRED STOCK..................................................................................14 PLAN OF DISTRIBUTION............................................................................................15 VALIDITY OF SECURITIES..........................................................................................16 EXPERTS.........................................................................................................17
ABOUT THIS PROSPECTUS This prospectus is part of two registration statements that we filed with the Securities and Exchange Commission using a "shelf" registration process. Under this shelf process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information." 3 4 In this prospectus, references to "Golden West," "the Company," "we," "us," and "our" mean Golden West Financial Corporation. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our filings with the SEC are also available at the offices of the New York and Pacific Stock Exchanges. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities described in this prospectus. - Our Annual Report on Form 10-K for the year ended December 31, 1999. - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. You may request a copy of these filings (other than an exhibit to a filing) by telephoning or writing us at the following address: Golden West Financial Corporation Attn: William C. Nunan 1901 Harrison Street Oakland, California 94612 Phone: 510-446-3420. You should rely only on the information incorporated by reference or provided by us in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are only offering these securities in states where the offer is permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. UNCERTAINTY OF FORWARD-LOOKING STATEMENTS This prospectus, and the documents incorporated by reference in this prospectus, contain various forward-looking statements and information that are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, words such as "anticipate," "estimate," "project," and "expect" are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or expected. Among the key risk factors that may have a direct bearing on Golden West's results of operations and financial condition are: - competitive practices in the financial services industries; - operational and systems risks; 4 5 - general economic and capital market conditions, including fluctuations in interest rates; - economic and capital market conditions in certain geographic areas, particularly in California; and - the impact of current and future laws and governmental regulations affecting the financial services industry in general and Golden West's operations in particular. GOLDEN WEST FINANCIAL CORPORATION Golden West Financial Corporation, a Delaware corporation, is a savings and loan holding company, the principal business of which is the operation of a savings bank business through its direct or indirect wholly-owned savings bank subsidiaries, World Savings Bank, FSB ("World FSB"), and World Savings Bank, S.S.B. ("World SSB") and a savings and loan business through its wholly-owned subsidiary, World Savings and Loan Association, a Federal Savings and Loan Association ("World S&L"). World S&L is a federally chartered, capital stock savings association, incorporated in 1912, the deposits of which are insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. World FSB is a federally chartered savings bank and World SSB is a Texas chartered savings bank. The deposits of World FSB and World SSB are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation. World FSB, World SSB and World S&L are collectively referred to herein as the "World Subsidiaries" and currently are our direct wholly-owned subsidiaries. At March 31, 2000, Golden West, through our subsidiaries, operated 120 savings branches in California, 37 in Colorado, 34 in Florida, 22 in Texas, 15 in Arizona, 11 in New Jersey, eight in Kansas and four in Illinois. Our principal business, conducted principally through our subsidiaries, consists of attracting funds, primarily in the form of savings deposits from the general public, and investing those funds in loans and securities secured by liens on residential and other real estate. At March 31, 2000, Golden West had total assets of $46 billion and its deposits totaled $28 billion. Our operating results depend primarily upon the difference between (i) revenues from loans and investments and (ii) expenses incurred in obtaining investment funds (including interest paid on deposit accounts and on Federal Home Loan Bank advances and other borrowings) and general operating expenses. As a financial intermediary, we seek to control our exposure to general interest rate changes by matching, to the extent feasible, the maturities of our sources of funds with the maturities of our investments and by increasing the interest rate sensitivity of our loan portfolio. We also seek to control general and administrative expenses through a program of strict cost control and to limit loan loss exposure by concentrating our lending activities in residential properties and emphasizing traditional appraisal and loan underwriting practices. At March 31, 2000, our loan portfolio was $42 billion, of which 93% consisted of adjustable rate mortgages and 7% consisted of fixed-rate mortgages. We and our subsidiaries are subject to extensive examination, supervision and regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. Applicable regulations govern, among other things, our lending and investment powers, the types of accounts we are permitted to offer, the types of business in which we may engage, and requirements for regulatory capital. We are also subject to regulations of the Board of Governors of the Federal Reserve System with respect to required reserves and certain other matters. Golden West is a legal entity separate and distinct from our subsidiaries. The principal source of Golden West's cash flow on an unconsolidated basis has been dividends from its subsidiaries, interest on investments and proceeds from the issuance of debt and equity securities. Various statutory and regulatory restrictions and tax considerations, however, limit directly or indirectly the amount of dividends our subsidiaries can pay. See our Annual Report on Form 10-K for the year ended December 31, 1999 which is incorporated herein by reference. Various statutory and regulatory restrictions also restrict our subsidiaries from making investments in, or loans to, us. In addition, because we are a holding company, the rights of our creditors, including holders of the debt securities, to participate in the assets of any subsidiary upon the latter's liquidation or reorganization will be subject to the claims of the subsidiary's creditors, which will take priority except to the extent that we may be a creditor with recognized claims against the subsidiary. 5 6 In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted. Among other things, FDICIA requires a savings association which does not meet any one of its capital requirements to submit a capital restoration plan for improving its capital to the OTS. The holding company of a savings association must guarantee that the savings association will meet its capital restoration plan, subject to certain limitations. If that guarantee were deemed to be a commitment to maintain capital under the federal Bankruptcy Code, a claim under that guarantee in a bankruptcy proceeding involving the holding company would be entitled to a priority over third party creditors of the holding company. Our principal executive office is located at 1901 Harrison Street, Oakland, California 94612, and the telephone number is (510) 446-3420. USE OF PROCEEDS Except as may otherwise be described in any prospectus supplement relating to an offering of securities, the net proceeds from the sale of the securities will be used by Golden West for general corporate purposes. The net proceeds may be contributed to our subsidiaries in the form of equity or subordinated debt and may be used by our subsidiaries to fund their lending operations. Pending a determination of the use of the net proceeds, such proceeds will be invested in short-term obligations. RATIOS OF EARNINGS TO FIXED CHARGES The following table sets forth Golden West's consolidated ratios of earnings to fixed charges for the periods shown. Earnings represent income from continuing operations before income taxes, fixed charges and extraordinary items. Fixed charges include interest expense and amortization of debt expense.
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------------ ----------------------- 2000 1999 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- ---- ---- Ratio of earnings to fixed charges: Including interest on deposits.. 1.39 1.43 1.42 1.37 1.30 1.21 1.23 Excluding interest on deposits.. 2.09 2.39 2.32 2.03 1.79 1.53 1.58
DESCRIPTION OF DEBT SECURITIES The debt securities will constitute either senior or subordinated debt of Golden West. Senior debt securities will be issued under a senior debt indenture between Golden West and an entity identified in the applicable prospectus supplement, as trustee. Likewise, subordinated debt securities will be issued under a subordinated debt indenture between Golden West and an entity identified in the applicable prospectus supplement, as trustee. The senior debt indenture and the subordinated debt indenture are sometimes collectively referred to in this prospectus as the indentures. 6 7 The following description is a summary of selected provisions relating to the debt securities and the indenture. The summary is not complete. We have filed a form of the subordinated debt indenture and a form of the senior debt indenture as exhibits to the registration statements of which this prospectus is a part. You should not rely on this summary, because the indentures and not this summary define your rights as a holder of the debt securities. When debt securities are offered in the future, a prospectus supplement will explain the particular terms of those securities and the extent to which these general provisions may apply. PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES General. The debt securities will represent our unsecured senior or subordinated obligations and may be issued from time to time in one or more series. The indentures do not limit the amount of debt securities, debentures, notes or other types of indebtedness that we or any of our subsidiaries may issue nor do they restrict transactions between us and our affiliates or the payment of dividends or other distributions by us to our stockholders. In addition, other than as may be set forth herein or in any prospectus supplement, the indentures and the debt securities will not contain any covenants or other provisions that are intended to afford holders of the debt securities special protection in the event of either a change of control or a highly leveraged transaction involving Golden West. A prospectus supplement and a supplemental indenture relating to any series of debt securities offered by Golden West will include specific terms relating to the offering. These terms will include some or all of the following: - the title and classification of the debt securities; - any terms by which the principal of the subordinated debt securities will be exchangeable for common stock or perpetual preferred stock (collectively "Capital Securities") and any covenant pursuant to which the proceeds of sales of capital securities shall be designated on our books as available for the payment of any of the principal of the subordinated debt securities (the "Available Funds"); - any limit on the total principal amount of the debt securities; - the price or prices at which the debt securities will be issued; - the dates on which the debt securities will mature; - the interest rate or the method for determining the rate that the debt securities will bear and the date from which any interest will accrue; - the interest payment dates for the debt securities; - any mandatory or optional sinking fund or analogous provisions; - the place where we will pay, or the method of payment of, principal, premium and interest on the debt securities; - any mandatory or optional redemption periods and prices; - the denominations in which we will issue the debt securities; - the currency or currencies in which we will pay principal, premium and interest on the debt securities; - the portion of the principal amount of the debt securities, if other than the principal amount thereof, payable upon acceleration of maturity thereof; 7 8 - the manner in which we will determine the amounts of principal, premium or interest payments on the debt securities if these amounts may be determined by reference to an index or based on a formula; - if the Company has elected not to apply the defeasance section of the indenture to the debt securities; - whether the debt securities will be issued in the form of a "global security", and if so, the depositary for that security or securities and information with respect to book-entry procedures; - any covenants of Golden West with respect to a series of debt securities; and - any other terms of the debt securities not inconsistent with the indentures. Unless otherwise indicated in the prospectus supplement, the debt securities will be issued in registered form without coupons. A prospectus supplement will also describe any special provisions for the payment of additional amounts with respect to the subordinated debt securities. We may issue debt securities at a discount below their stated principal amount. Even if we do not issue the debt securities below their stated principal amount, for United States federal income tax purposes the debt securities may be deemed to have been issued with a discount because of certain interest payment characteristics. We will describe in a prospectus supplement the United States federal income tax considerations applicable to debt securities issued at a discount or deemed to be issued at a discount. We will also describe in a prospectus supplement the special United States federal income tax considerations or other restrictions or terms applicable to debt securities offered exclusively to foreigners or denominated in a foreign currency. We may structure one or more series of subordinated debt securities so that they qualify as capital under federal regulations applicable to savings and loan holding companies. We may adopt this structure whether or not those regulations may be applicable to Golden West at the time of issuance. The principal amount of those series of subordinated debt securities will be payable only with Available Funds or will be exchangeable for common or perpetual preferred stock. See "Provisions Applicable Solely to Subordinate Debt Securities -- Capital Securities." The debt securities will represent our general unsecured obligations. Since we are a holding company, our ability to meet obligations under the indentures and the debt securities will be dependent on the earnings and cash flows of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance funds to us. Absence Of Restrictive Covenants And Event Risk Provisions With Respect To Debt Securities. Unless and to the extent otherwise specified in this prospectus or in the attached prospectus supplement, the indentures do not: - restrict the Company from incurring, assuming or becoming liable for any type of debt or other obligations, from creating liens on its property (including, in the case of the subordinated debt indenture, capital stock of subsidiaries) for any purpose, from paying dividends or making distributions on its capital stock or purchasing or redeeming its capital stock or, in the case of the subordinated debt indenture, from disposing of capital stock of subsidiaries; - require the maintenance of any financial ratios or specified levels of net worth or liquidity; or - contain any provisions which would require that the Company repurchase or redeem or otherwise modify the terms of any of its debt securities upon a change in control or other events involving the Company which may adversely affect the creditworthiness of the debt securities. Consolidation, Merger And Sale Of Assets. We may consolidate with, merge into, or convey or transfer our assets substantially as an entirety to, any person that is a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia without the consent 8 9 of the holders of any of the outstanding securities under either indenture. However, certain conditions must be met, including that any successor person must assume our obligations on the debt securities and under the indentures and no default shall occur and be continuing. Events of Default. If an event of default under either indenture shall have occurred and is continuing with respect to debt securities of any series, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series by notice may declare the principal amount (or, if the outstanding securities of that series are original issue discount securities, such portion of the principal amount as may be specified in the terms of that series) of and all accrued but unpaid interest on all the outstanding subordinated debt securities of that series to be due and payable immediately. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of money has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul that acceleration. The indentures provide that the trustee, within 90 days after the occurrence of a default with respect to any series of debt securities, shall give to the holders of debt securities of that series notice of all uncured defaults known to it. However, except in the case of default in the payment of principal of (or premium, if any) or interest, if any, on any debt security, the trustee shall be protected in withholding that notice if it in good faith determines that the withholding of that notice is in the interest of the holders of debt securities. We will be required to file with the trustee annually a written statement as to the fulfillment of our obligations under the indentures. The indentures provide that, subject to the duty of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indentures at the request or direction of any of the holders, unless those holders offer the trustee reasonable indemnity. Subject to applicable law and certain provisions of the indentures, including the indemnity requirement, the holders of a majority in principal amount of the outstanding securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series. Modification And Waiver. We may enter into modifications and amendments with the trustee under either indenture with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding securities of each series affected by that modification or amendment. However, no such modification or amendment may, without the consent of the holder of each outstanding security affected thereby: - change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; - reduce the principal amount of any debt security or the rate of interest thereon or any premium payable upon the redemption thereof, or, in the case of the subordinated debt indenture, impair the right, if any, to the delivery of capital securities; - change any obligation of the Company to pay additional amounts; - reduce the amount of the principal of an original issue discount security payable upon acceleration of the maturity thereof; - change the coin or currency in which any debt security or any premium or interest thereon is payable; - impair the right to institute suit for the enforcement of any payment on or with respect to any debt security; - reduce the percentage in principal amount of outstanding securities of any series, the consent of whose holders is required for modification or amendment of the applicable indenture or for waiver of compliance with certain provisions of such indenture or for waiver of certain defaults; 9 10 - reduce the requirements contained in the indenture for quorum or voting; - change any obligation of the Company to maintain an office or agency in the places and for the purposes required by such indenture; - modify the terms of the subordinated debt indenture relating to subordination in a manner adverse to the holders of subordinated debt securities issued under the subordinated debt indenture; - adversely affect the right of repayment, if any, of the debt securities at the option of the holders thereof; or - modify any of the above provisions. The holders of not less than a majority in aggregate principal amount of the outstanding securities of each series may, on behalf of all holders of debt securities of that series, waive any past default and its consequences under the applicable indenture with respect to debt securities of that series, except a default in: - the payment of principal of (or premium, if any) or any interest on any debt security of that series; and - respect of a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of the holder of each outstanding security of such series affected. Each indenture provides that in determining whether the holders of the requisite principal amount of the outstanding securities have given any request, demand, authorization, direction, notice, consent or waiver thereunder or whether a quorum is present at a meeting of holders of debt securities: - the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof; and - the principal amount of a debt security denominated in a foreign currency or a composite currency shall be the U.S. dollar equivalent, determined as of the date of original issuance of that debt security by the Company in good faith, of the principal amount of such debt security (or, in the case of an original issue discount security, the U.S. dollar equivalent, determined as of the date of original issuance of such debt security, of the amount determined as provided in the preceding bullet point); and - except as specified in the applicable indenture, debt securities owned by the Company or any other obligor upon the debt securities or any affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding. Defeasance. Each indenture provides, unless we elect otherwise pursuant to Section 301 of the applicable indenture with respect to the debt securities of any series thereunder, that we may elect to defease and be discharged from any and all obligations with respect to those debt securities. To effect that defeasance, the indentures require that we deposit with the trustee, in trust for that purpose, money sufficient to pay the principal of and any premium and interest on those debt securities, and any mandatory sinking fund or analogous payments, on the applicable scheduled due dates and any amounts that may be payable at the option of a holder on the applicable due date. We may also deposit with the trustee U.S. government obligations that provide for payments sufficient to make the defeasance payments described above. We may defease the debt securities only if, among other things, we deliver to the trustee an opinion of counsel to the effect that the holders of those debt securities will not recognize income, gain or loss for federal income tax purposes as a result of that defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if that defeasance had not occurred. That opinion must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the applicable indenture. The prospectus supplement may further describe the provisions, if any, permitting defeasance with respect to the debt securities of a particular series. 10 11 Concerning the Trustee. The trustee under either indenture may from time to time make loans to us and our subsidiaries and perform other services for us and our subsidiaries in the normal course of its business. Either trustee may be deemed to have a conflicting interest and may be required to resign as trustee if at the time of a default under the applicable indenture the trustee is a creditor of ours. Governing Law. The indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of California. PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES General. We may issue senior debt securities under the senior debt indenture. As to the right of payment of principal (and any premium) and interest, each series of senior debt securities will rank equally with each other series issued under the senior debt indenture and will rank senior to all subordinated debt securities that may be issued. Except as may be described in this prospectus or the accompanying prospectus supplement, the indentures do not contain any covenants specifically designed to protect holders of the debt securities against a reduction in the creditworthiness of the Company in the event of a highly leveraged transaction or to prohibit other transactions which may adversely affect holders of the senior debt securities. Events of Default. The senior indenture defines an event of default with respect to any series of debt securities thereunder as being any of the following: - default in the payment of any interest on any senior debt security when due and payable, and continuance for a period of 30 days; or - default in the payment of the principal of or any premium on any senior debt security at maturity; or - default in the deposit of any sinking fund payment, when and as due by the terms of any series of senior debt securities; or - default in the performance, or breach, of any covenant or warranty of the Company in the senior debt indenture (other than any covenant or warranty otherwise dealt with in this section), and continuance of that default or breach for a period of 60 days after the trustee or holders of not less than 25% in principal amount of the outstanding senior debt securities have given written notice to the Company; or - if any event of default with respect to any indebtedness of the Company or the World Subsidiaries for money borrowed, whether now existing or hereafter created, shall occur and result in indebtedness in a principal amount in excess of $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and that acceleration shall not be rescinded or annulled within a period of 30 days after the trustee or holders of not less than 25% in principal amount of the outstanding senior debt securities have given written notice to the Company; or - certain events of bankruptcy, insolvency or reorganization involving the Company. Senior Indenture Covenants. Subject to certain exceptions, so long as any of the senior debt securities are outstanding, we will not, nor will we permit any of the World Subsidiaries to, sell or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, voting stock of those subsidiaries, nor will we permit those subsidiaries to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, voting stock of those subsidiaries (other than sales of directors' qualifying shares) unless we will own, directly or indirectly, at least 80% of the issued and outstanding voting stock of each of the World Subsidiaries after giving effect to that transaction. Furthermore, we will not permit those subsidiaries to: (1) merge or consolidate with or into any corporation (other than Golden West), unless at least 80% of the surviving corporation's issued and outstanding voting stock is owned, directly or indirectly, by us; or 11 12 (2) lease, sell or transfer all or substantially all of its properties and assets to any corporation or other person (other than Golden West), unless at least 80% of the issued and outstanding voting stock of that corporation or other person is owned, directly or indirectly, by us. However, this covenant shall not prohibit us or the World Subsidiaries from selling or transferring assets pursuant to any securitization transaction. Furthermore, for so long as any of the senior debt securities are outstanding, we will not, nor will we permit the World Subsidiaries to, incur debt secured by any shares of voting stock of the World Subsidiaries (or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of that voting stock) without making effective provision for securing the senior debt securities of all series equally and ratably with that secured debt. However, this covenant will not apply to the extent that we continue to own at least 80% of the issued and outstanding voting stock of each of the World Subsidiaries (treating that encumbrance as a transfer of those shares to the secured party). PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES Subordination. The payment of principal, premium, if any, and interest in respect of the subordinated debt securities is expressly subordinated, to the extent set forth in the subordinated debt indenture, to all Senior Indebtedness (as defined below) which may at any time and from time to time be outstanding. As used in the subordinated debt indenture, "Senior Indebtedness" means all Debt of Golden West, except Subordinated Indebtedness and Junior Subordinated Indebtedness. "Debt" of any person means the principal of and premium, if any, and interest on the following: - all indebtedness of that person (including indebtedness of others guaranteed by that person), whether outstanding on the date of the indenture or thereafter created, incurred or assumed, which is (A) for money borrowed, whether or not evidenced by bonds, debentures, notes or other written instruments or (B) evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind; - obligations of, or any obligations guaranteed by, that person as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any sale and lease-back transaction to which that person is a party; - obligations of that person under letters of credit; - any indebtedness of that person under, or other obligations of that person to make payment pursuant to, the terms of commodity contracts, interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against fluctuations in currency exchange or interest rates; and - amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation. "Subordinated Indebtedness" is defined in the subordinated debt indenture as all Debt of the Company, other than Junior Subordinated Indebtedness, which is subordinate and junior in right with respect to general assets of the Company to Senior Indebtedness and includes (A) the subordinated debt securities, (B) any Debt on a parity with any of the subordinated debt securities offered hereby and (C) subordinated debt of the Company issued prior to January 5, 1993 (the "Prior Subordinated Indebtedness"). "Junior Subordinated Indebtedness" is defined in the subordinated debt indenture as all Debt of the Company which is subordinate and junior in right with respect to general assets of the Company to all other Debt of the Company (including, without limitation, Senior Indebtedness and Subordinated Indebtedness). The definition of senior indebtedness with respect to Prior Subordinated Indebtedness of Golden West includes only indebtedness of or guaranteed by Golden West for borrowed money or evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind and obligations of Golden West as lessee (as described in the first bullet point above), other than obligations ranking on a parity with or junior to such Prior Subordinated Indebtedness. Thus, "Senior Indebtedness" 12 13 as defined in the subordinated debt indenture, encompasses a broader range of instruments and obligations than senior indebtedness as defined with respect to such Prior Subordinated Indebtedness. As a result of this difference, the holders of subordinated debt securities offered hereby could be subordinated to greater amounts of senior indebtedness of the Company than holders of our Prior Subordinated Indebtedness and, under the circumstances described in the following paragraph, holders of subordinated debt securities offered hereby may receive less, ratably, than holders of our Prior Subordinated Indebtedness. As of March 31, 2000, Golden West, on an unconsolidated basis, had outstanding $715,000,000 aggregate principal amount of Subordinated Indebtedness, all of which constitutes Prior Subordinated Indebtedness. The subordinated debt indenture does not limit the amount of our Senior Indebtedness. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, whether or not pursuant to bankruptcy laws, sale of all or substantially all of the assets (except pursuant to Section 801 of the Indenture), dissolution, liquidation or any other marshalling of the assets and liabilities of the Company, no amount shall be paid by the Company in respect of the principal, premium, if any, or interest on the subordinated debt securities offered hereby unless and until all Senior Indebtedness shall have been paid in full together with all interest thereon and all other amounts payable in respect thereof. The subordinated debt indenture also states that, in the event of any default in the payment of any Senior Indebtedness and during the continuance of any such default, no amount shall be paid by the Company in respect of the principal, premium, if any, or interest on the subordinated debt securities. The prospectus supplement respecting any series of subordinated debt securities will set forth any subordination provisions applicable to that series in addition to or different from those described above. By reason of such subordination, in the event of our insolvency, holders of Senior Indebtedness and holders of other obligations of ours that are not subordinated to Senior Indebtedness may receive more, ratably, than holders of the subordinated debt securities. Capital Securities. The Company may issue a series of subordinated debt securities that are structured such that they are payable at maturity only by exchange for, or from designated proceeds from the sale of, common stock or perpetual preferred stock of the Company (the "Capital Securities"). Unless otherwise provided in the prospectus supplement, whenever subordinated debt securities are exchangeable for Capital Securities, the Company will be obligated to deliver Capital Securities with a Market Value (as defined below) equal to the excess, if any, of (i) the outstanding principal amount of those subordinated debt securities over (ii) the principal amount of those subordinated debt securities to be repaid in cash out of Available Funds. In addition, the Company will unconditionally undertake to sell the Capital Securities in a sale (the "Secondary Offering") on behalf of any holders who elect to receive cash for the Capital Securities. The Company will bear all expenses of the Secondary Offering, including underwriting discounts and commissions. If the Company fails to effect the Secondary Offering, it will deliver to the holders of subordinated debt securities Capital Securities, and not cash, upon exchange of the subordinated debt securities. The "Market Value" of any Capital Securities means their sale price in the Secondary Offering. If the Company does not effect the Secondary Offering, the Market Value of those Capital Securities shall be the average of their fair value when exchanged as determined by three independent nationally recognized investment banking firms selected by the Company. Common Stock. Subject to any prior rights of the preferred stock, if any, of the Company then outstanding, holders of the Company's common stock are entitled to receive those dividends as are declared by the Board of Directors out of funds legally available therefor. Subject to the rights of the holders of the preferred stock, if any, in the event of liquidation of the Company, the holders of the common stock are entitled to receive pro rata any assets distributable to stockholders in respect of shares held by them. Subject to the rights, if any, of the holders of shares of preferred stock, if any, all voting rights are vested in the holders of shares of common stock, each share being entitled to one vote. Stockholder action (including the election of directors) may be taken without a meeting by the written consent of the holders of not less than a majority (or such other percentage as may be required by law or the Company's Certificate of Incorporation) of the stock entitled to vote. Holders of common stock do not have any right to subscribe to any additional securities which may be issued by the Company. 13 14 At March 31, 2000, the Company had 200,000,000 authorized shares of common stock, $0.10 par value, of which 155,340,333 shares were outstanding. Perpetual Preferred Stock. The Company may select any perpetual preferred stock as Capital Securities to be exchanged for subordinated debt securities or to be sold and the proceeds of that sale designated on the books of the Company as Available Funds. "Perpetual preferred stock" is any preferred stock that is not mandatorily, or at the option of the holder, redeemable or repayable, otherwise than in shares of common stock or perpetual preferred stock of another class or series or with the proceeds of the sale of common stock or perpetual preferred stock. Any shares of perpetual preferred stock to be so issued will have such designations, preferences, dividend and other rights, qualifications, limitations and restrictions as may be determined by the Company and approved by the Board of Directors. At March 31, 2000, the Company had 20,000,000 authorized shares of preferred stock, $1.00 par value, of which no shares were outstanding. Events of Default. The subordinated debt indenture defines an event of default with respect to any series of subordinated debt securities thereunder only as certain events of bankruptcy, insolvency or reorganization involving the Company. The subordinated debt indenture does not provide for any right of acceleration of the payment of principal of the subordinated debt securities of any series upon a default in the payment of principal of (or premium, if any) or interest, if any, on the subordinated debt securities of that series, or in the performance of any covenant or agreement in the subordinated debt indenture or in the terms of the subordinated debt securities of that series. In the event of any default in the payment of the principal of (or premium, if any) or interest, if any, on the subordinated debt securities of that series (including a default in payment at the stated maturity of the subordinated debt securities of that series), the subordinated debt indenture requires that the Company, upon demand of the trustee, pay to the trustee for the benefit of the holders of the subordinated debt securities of that series, the whole amount then due and payable on the subordinated debt securities of that series for principal (and premium, if any) and interest, if any. The subordinated debt indenture provides that if the Company fails to pay that amount forthwith upon demand, the trustee may, among other things, institute a judicial proceeding for the collection thereof. The limitation on the right of acceleration described above reflects a modification from prior subordinated debt securities issued by the Company. Any additional events of default with respect to any series of subordinated debt securities, including any related right of acceleration, will be specified in the prospectus supplement relating to that series. DESCRIPTION OF PREFERRED STOCK Under our Certificate of Incorporation, the Board of Directors of the Company may issue up to 20 million shares of preferred stock in one or more series and with rights, preferences, privileges and restrictions, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, that may be fixed or designated by the Board of Directors from time to time pursuant to a certificate of designation without any further vote or action by the Company's stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company. Preferred stock, upon issuance against full payment of the purchase price therefor, will be fully paid and nonassessable. We will describe the specific terms of a particular series of preferred stock in a prospectus supplement relating to that series. The description of preferred stock set forth below and the description of the terms of a particular series of preferred stock set forth in the related prospectus supplement do not purport to be complete and are qualified in their entirety by reference to the certificate of designation relating to that series. The related prospectus supplement will contain a description of certain United States Federal income tax consequences relating to the purchase and ownership of the series of preferred stock described in that prospectus supplement. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series. A prospectus supplement relating to each series will specify the terms of the preferred stock as follows: 14 15 - the maximum number of shares to constitute the series and the distinctive designation thereof; - the annual dividend rate, if any, on shares of the series, whether that rate is fixed or variable or both, the date or dates from which dividends will begin to accrue or accumulate, the conditions for payment of dividends, and whether dividends will be cumulative; - the price at and the terms and conditions on which the shares of the series may be redeemed, including the time during which shares of the series may be redeemed and any accumulated dividends thereon that the holders of shares of the series shall be entitled to receive upon the redemption thereof; - the liquidation preference, if any, and any accumulated dividends thereon, that the holders of shares of the series shall be entitled to receive upon the liquidation, dissolution or winding up of the affairs of the Company; - whether or not the shares of the series will be subject to operation of a retirement or sinking fund, and, if so, the extent and manner in which any such fund shall be applied to the purchase or redemption of the shares of the series, and the terms and provisions relating to the operation of such fund; - the terms and conditions, if any, on which the shares of the series shall be convertible into or exchangeable for shares of any other class or classes of capital stock of the Company or a third party or any series of any other class or classes, or of any other series of the same class, including the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same; - the voting rights, if any, on the shares of the series; and - any or all other preferences and relative, participating, optional or other special rights or qualifications, limitations or restrictions thereof. PLAN OF DISTRIBUTION We may sell any of the securities offered hereby in any one or more of the following ways from time to time: - through agents; - to or through underwriters; - through dealers; and - directly by us. We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. We may designate agents from time to time who will solicit offers to purchase securities from time to time. We will identify any such agent, and any commissions payable by the Company to such agent, in the applicable prospectus supplement. Unless otherwise indicated in that prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, of the securities so offered and sold. If securities are sold by means of an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters at the time an agreement for that sale is reached, and we will set forth the names of 15 16 the specific managing underwriter or underwriters, as well as any other underwriters, the respective amounts underwritten and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, in the applicable prospectus supplement. If underwriters are utilized in the sale of any securities, the underwriters will acquire the securities for their own account and they may resell the securities from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale. Either underwriting syndicates represented by managing underwriters or one or more underwriters directly may offer securities to you. If any underwriter or underwriters are utilized in the sale of securities, unless otherwise indicated in the applicable prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of that securities will be obligated to purchase all of those securities if any are purchased. We may grant to the underwriters options to purchase additional securities, to cover over-allotments, if any, at the initial public offering price (with additional underwriting commissions or discounts), as may be set forth in the prospectus supplement relating thereto. If we grant any over-allotment option, the terms of such over-allotment option will be set forth in the prospectus supplement for such securities. If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, the Company will sell such securities to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act of 1933, of the securities so offered and sold. We will set forth the name of the dealer and the terms of the transaction in the related prospectus supplement. We may solicit offers to purchase securities directly from institutional investors and we may sell securities directly to institutional investors or others. Those parties may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resale of those securities. We will describe the terms of any such sales in the related prospectus supplement. If so indicated in the applicable prospectus supplement, we may authorize agents and underwriters to solicit offers by certain institutions to purchase securities from us at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the applicable prospectus supplement. Such delayed delivery contracts will be subject to only those conditions set forth in the applicable prospectus supplement. A commission indicated in the applicable prospectus supplement will be paid to underwriters and agents soliciting purchases of securities pursuant to delayed delivery contracts accepted by the Company. Agents, underwriters and dealers may be entitled under relevant agreements with the Company to indemnification by the Company against certain liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which such agents, underwriters and dealers may be required to make in respect thereof. Each series of securities will be a new issue and will have no established trading market. We may elect to list any series of securities on an exchange but, unless otherwise specified in the applicable prospectus supplement, we will not be obligated to do so. We cannot assure you as to the liquidity of the trading market for any of the securities. Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business. VALIDITY OF SECURITIES Orrick, Herrington & Sutcliffe LLP, San Francisco, California, will pass upon the validity of the securities for us and counsel named in the applicable prospectus supplement will pass upon the validity of the securities for any agents, dealers or underwriters. 16 17 EXPERTS The financial statements incorporated in this prospectus by reference from Golden West's Annual Report on Form 10-K for the year ended December 31, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 17 18 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The expenses in connection with the issuance and distribution of the securities being registered are estimated as follows: Registration Fee ................ $184,800* Legal fees and expenses ......... 200,000 Accounting fees and expenses..... 150,000 Printing expenses ............... 40,000 Trustee's fees and expenses..... 250,000 Miscellaneous expenses .......... 25,200 -------- Total ....................... $850,000
* Does not include $103,449 previously paid in connection with the registration of securities under a prior Registration Statement on Form S-3 (SEC File No. 33-61293) ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS As authorized by Section 145 of the Delaware Corporation Law, the bylaws of the Company provide for indemnification of directors and officers in certain cases. A director or officer of the Company (i) must be indemnified by the Company for all expenses of litigation or other legal proceedings when he or she is successful on the merits or otherwise in such litigation or proceedings, (ii) must be indemnified by the Company for the expenses, judgments, fines and amounts paid in settlement of litigation or proceedings (other than a derivative action), even if he or she is not successful, if such director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Company (and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was not lawful), and (iii) must be indemnified by the Company for expenses of a derivative action, even if he or she is not successful, if such director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, provided that no indemnification may be made in the case of a derivative action if the person is judged liable to the Company, unless a court determines that, despite such adjudication but in view of the circumstances, he or she is entitled to indemnification of such expenses. The bylaws of the Company further provide that the Company may purchase insurance on behalf of its directors and officers whether or not it would have the power to indemnify them against such liability. ITEM 16. EXHIBITS 1.1 -- Form of Underwriting Agreement for Senior and Subordinated Debt Securities. 1.2 -- Form of Underwriting Agreement - Standard Provisions for Senior and Subordinated Debt Securities. 4.1 -- Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K (File No. 1-4269) for the year ended December 31, 1990) 4.2 -- Bylaws (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K (File No. 1-4269) for the year ended December 31, 1997) 4.3 -- Form of Indenture (subordinated debt securities). 4.4 -- Form of Indenture (senior debt securities). 4.5 -- Form of Senior/Subordinated Floating Rate Note. 4.6 -- Form of Senior/Subordinated Fixed Rate Note. 5.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP. 12.1 -- Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of Deloitte & Touche LLP. 23.2 -- Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
II-1 19 24.1 -- Powers of Attorney. 25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Debt Trustee (to be filed prior to any issuance of Debt Securities). 25.2 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Debt Trustee under the Subordinated Debt Indenture (to be filed prior to any issuance of Debt Securities).
--------------- ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement, or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 20 (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in the response to Item 15 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (6) To file an application for the purpose of determining the eligibility of the trustee to act under Subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on the 12th day of July, 2000. GOLDEN WEST FINANCIAL CORPORATION By: /s/ William C. Nunan ------------------------------------- Name: William C. Nunan Title: Group Senior Vice President
SIGNATURE TITLE DATE --------- ----- ---- * Director, Chief Executive Officer July 12, 2000 ------------------------------ Herbert M. Sandler * Director, Chief Executive Officer July 12, 2000 ------------------------------ Marion O. Sandler * President and Chief Financial Officer July 12, 2000 ------------------------------ Russell W. Kettell * Director July 12, 2000 ------------------------------ Antonia Hernandez * Director July 12, 2000 ------------------------------ Louis J. Galen
II-3 21
SIGNATURE TITLE DATE --------- ----- ---- * Director July 12, 2000 ------------------------------ Patricia A. King * Director July 12, 2000 ------------------------------ Maryellen B. Cattani * Director July 12, 2000 ------------------------------ Bernard A. Osher * Director July 12, 2000 ------------------------------ Kenneth T. Rosen * Director July 12, 2000 ------------------------------ Leslie Tang Schilling
By: /s/ William C. Nunan -------------------------------------- William C. Nunan * Attorney-in-Fact II-4 22 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------ ------- 1.1 -- Form of Underwriting Agreement for Senior and Subordinated Debt Securities. 1.2 -- Form of Underwriting Agreement - Standard Provisions for Senior and Subordinated Debt Securities. 4.1 -- Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K (File No. 1-4269) for the year ended December 31, 1990) 4.2 -- Bylaws (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K (File No. 1-4269) for the year ended December 31, 1997) 4.3 -- Form of Indenture (subordinated debt securities). 4.4 -- Form of Indenture (senior debt securities). 4.5 -- Form of Senior/Subordinated Floating Rate Note. 4.6 -- Form of Senior/Subordinated Fixed Rate Note. 5.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP. 12.1 -- Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of Deloitte & Touche LLP. 23.2 -- Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).