-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pn42hI/n7CSrwqoGnLNL8fYvOpnshheARA129iLm2U/+hRPyOj7PxLoPpCYE9zSx NEAso+U7QEv6McHvtUYIRA== 0001157523-04-010768.txt : 20041115 0001157523-04-010768.hdr.sgml : 20041115 20041115141821 ACCESSION NUMBER: 0001157523-04-010768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN WEST FINANCIAL CORP /DE/ CENTRAL INDEX KEY: 0000042293 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952080059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04629 FILM NUMBER: 041143968 BUSINESS ADDRESS: STREET 1: 1901 HARRISON STREET STREET 2: 1901 HARRISON STREET CITY: OAKLAND STATE: CA ZIP: 94612-3575 BUSINESS PHONE: 510-466-3402 MAIL ADDRESS: STREET 1: 1901 HARRISON STREET STREET 2: 1901 HARRISON STREET CITY: OAKLAND STATE: CA ZIP: 94612-3575 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD FINANCIAL CORP DATE OF NAME CHANGE: 19760806 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD FINANCIAL CO DATE OF NAME CHANGE: 19751124 8-K 1 a4765703.txt GOLDEN WEST FINANCIAL 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------- FORM 8-K -------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2004 -------------- GOLDEN WEST FINANCIAL CORPORATION -------------- Commission file number 1-4629 Incorporated Pursuant to the Laws of the State of Delaware IRS Employer Identification No. 95-2080059 1901 Harrison Street, Oakland, California 94612 (510) 446-3420 Item 2.03. Creation of a Direct Financial Obligation On November 12, 2004, World Savings Bank, FSB, the wholly-owned subsidiary of Golden West Financial Corporation, initiated a bank note program for the possible issuance from time to time of $8 billion of unsecured, senior bank notes with maturities ranging from 270 days to 30 years. Any notes issued under the bank note program will be unsecured and uninsured obligations of World Savings. The notes will not be obligations of or otherwise guaranteed by Golden West Financial Corporation. World Savings currently has an unsecured, senior debt rating of Aa3 from Moody's Investors Services and AA- from Standard & Poor's. A copy of the press release attached as Exhibit 99.1 is incorporated herein by reference (other than information included on or linked from the Company's website, referenced in such release, which is not incorporated by reference into this report). As a federal savings bank, World Savings' principal business is attracting funds from the investing public and the capital markets and investing those funds principally in residential mortgage loans. This bank note program is only one of several sources of funds for the Company and is being entered into to give the Company the flexibility to access the capital markets and to diversify borrowings if conditions are favorable. This filing does not indicate that the bank note program is material to the Company. Additional information about World's sources of funds can be found in the Thrift Financial Reports filed by World Savings with the Office of Thrift Supervision and the reports filed by Golden West with the Securities and Exchange Commission. World Savings is not obligated to issue any notes under this bank note program. The Company believes that any issuances thereunder will be in the ordinary course of its business and expects that individual and aggregate issuances made during the periods between the filing of Golden West's periodic reports will not be material to the Company as a whole. Exhibit No. Exhibit - ----------- ------- 99.1 Press Release dated November 15, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GOLDEN WEST FINANCIAL CORPORATION Dated: November 15, 2004 /s/ Russell W. Kettell --------------------------------------- Russell W. Kettell President and Chief Financial Officer EX-99.1 2 a4765703ex991.txt PRESS RELEASE EXHIBIT 99.1 World Savings Announces $8 Billion Bank Note Program OAKLAND, Calif.--(BUSINESS WIRE)--Nov. 15, 2004--World Savings Bank, FSB, a subsidiary of Golden West Financial Corporation (NYSE:GDW), today announced the launch of a bank note program for the possible issuance of $8 billion of unsecured, senior bank notes with maturities ranging from 270 days to 30 years. "The bank note program gives the Company more flexibility when accessing the capital markets and allows us to further diversify borrowings if conditions are favorable," stated Russell W. Kettell, President and Chief Financial Officer of Golden West. Kettell added: "We anticipate that World's high credit ratings and risk-averse business model will continue to appeal to a broad range of debt investors." World Savings currently has an unsecured, senior debt rating of Aa3 from Moody's Investors Services and AA- from Standard & Poor's. Lehman Brothers Inc. is the arranger for the bank note program as well as a dealer on it. The other named dealers are Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated. World Savings may also sell notes directly to investors or appoint other dealers. The notes will be unsecured and uninsured direct obligations of World Savings and will not be guaranteed by Golden West or any other affiliates of World. The notes have not been, and are not required to be, registered with the Securities and Exchange Commission. The notes are being offered and sold pursuant to an abbreviated registration procedure permitted by the Office of Thrift Supervision. Investors must be institutional accredited investors and hold the notes in minimum denominations of $250,000. This communication does not constitute an offer of any securities for sale. Headquartered in Oakland, California, Golden West is one of the nation's largest financial institutions with assets over $100 billion as of September 30, 2004. The Company has one of the most extensive thrift branch systems in the country, with 276 savings branches in 10 states and lending operations in 38 states. Golden West's stock is listed on the New York Stock and Pacific Exchanges under the ticker symbol GDW. Options on the Company's stock are traded on the Chicago Board Options Exchange and on the Pacific Exchange. Golden West investor information is available at www.gdw.com. Information about the Company's home loans and savings and checking accounts can be found at www.worldsavings.com and about its proprietary no-load mutual funds and annuities at www.atlasfunds.com. Information in this press release may contain various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include projections, statements of the plans and objectives of management for future operations, statements of future economic performance, assumptions underlying these statements and other statements that are not statements of historical facts. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are beyond the Company's control. Should one or more of these risks, uncertainties or contingencies materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. 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; general economic and capital market conditions, including fluctuations in interest rates; economic conditions in certain geographic areas; and the impact of current and future laws, governmental regulations, and accounting and other rulings and guidelines affecting the financial services industry in general and the Company's operations in particular. In addition, actual results may differ materially from the results discussed in any forward-looking statements. CONTACT: Golden West Financial Corporation William C. Nunan, 510-446-3614 -----END PRIVACY-ENHANCED MESSAGE-----