-----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, SpPp5fbVB/TJxJB3QnyTn0L3SPIfi08GLSxIO2i7WQj8lJF4btXm6JORXxWgyInk EIZOA8mOKpwwsvalIBi/9A== 0001193125-05-182077.txt : 20050908 0001193125-05-182077.hdr.sgml : 20050908 20050908122218 ACCESSION NUMBER: 0001193125-05-182077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 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: 051074631 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 d8k.htm FORM 8-K Form 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): September 6, 2005

 


 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

Louis J. Galen, 80, notified the Company of his retirement from the Board of Directors of Golden West Financial Corporation and its affiliates, effective September 6, 2005.

 

Jerome (Jerry) Alan Gitt, 62, has been appointed by the Board of Directors to fill the vacancy on the Board of Directors. Mr. Gitt has also been appointed to the Audit Committee and Nominating and Corporate Governance Committee. Mr. Gitt is a Class III director with his term expiring at the 2008 Annual Meeting of Stockholders.

 

Mr. Galen began his career as a director of Lynwood Savings and Loan in 1946, and he became Chairman and Chief Executive Officer of Lynwood’s successor, Trans-World Financial Corporation, in 1959. Trans-World and Golden West merged in 1975. Mr. Galen was a member of Golden West’s Audit Committee and Nominating and Corporate Governance Committee.

 

The Company wishes to thank Mr. Galen for his tremendous service to the Company over a long and distinguished career.

 

Mr. Gitt has more than 25 years experience as one of the nation’s leading analysts covering thrifts, banks and financial related companies. Mr. Gitt retired from Merrill Lynch & Co. in 2000 as First Vice President for Equity Research. He was selected as the nation’s top thrift securities analyst by Institutional Investor magazine in its annual “All-American Research Team” issue for 22 consecutive years, and selected as the nation’s #1 or #2 analyst by Greenwich Research Associates for 20 consecutive years. Mr. Gitt is a Certified Public Accountant, and he has a B.S. in Finance from the University of California at Berkeley and an M.S. in Finance from the University of California at Los Angeles.

 

The Board of Directors has determined that Mr. Gitt satisfies the independence standards of the New York Stock Exchange’s corporate governance rules, as well as the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934. In making these determinations, the Board of Directors determined that Mr. Gitt has no direct or indirect material relationships with the Company that could interfere with the exercise of his independence from management and the Company, and that Mr. Gitt did not fail any of the NYSE’s bright-line tests that would automatically disqualify him from being regarded as independent. The Board of Directors also determined that Mr. Gitt is financially literate, has accounting, banking or related financial management expertise, and qualifies as an audit committee financial expert under the SEC’s rules.

 

The Company is delighted to have someone with Mr. Gitt’s background and experience join the Board of Directors.

 

Exhibit No.    

 

Exhibit   


99.1   Notice from Louis J. Galen of his retirement from the Board of Directors.


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: September 7, 2005

/s/ Russell W. Kettell

Russell W. Kettell
President, Chief Financial Officer, and Treasurer
EX-99.1 2 dex991.htm NOTICE FROM LOUIS J. GALEN OF HIS RETIREMENT FROM THE BOARD OF DIRECTORS Notice from Louis J. Galen of his retirement from the Board of Directors

Exhibit 99.1

 

September 6, 2005

 

Mr. and Mrs. Herbert M. Sandler

Chairmen of the Board

Golden West Financial Corporation

World Savings Bank

1901 Harrison Street

Oakland, CA 94612

 

Dear Herb and Marion:

 

As you know, I am now 80 and have recently experienced some health problems. With great sadness, I have to advise you that I feel that I must now retire from the Golden West Financial Corporation Board of Directors and the various subsidiary boards of which I am a member.

 

I’ve enjoyed my many years on Golden West’s Board of Directors and hope that the company has benefited from my participation. I must confess, however, that when we first met and joined forces, I would not have predicted what a tremendous success the company would be, and I can’t begin to tell you how very proud I am to have been a part of it all.

 

Helene and I wish you all the best and very much appreciate the friendship that we have enjoyed together over the many decades. Please be assured that I will be watching your future progress very closely and cheering from the sidelines.

 

Sincerely,
/s/ Louis J. Galen
Louis J. Galen
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