-----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, E5zRJRuO98U9h1H1oUDvRbVkbrbtx4Vii3hKdNxPh/9qQiFTyz2WtbsrRCvgvXoG eEpUaG6CmrvUuQ/iE0pjRw== 0000771667-96-000023.txt : 19960712 0000771667-96-000023.hdr.sgml : 19960712 ACCESSION NUMBER: 0000771667-96-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960711 EFFECTIVENESS DATE: 19960730 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AHMANSON H F & CO /DE/ CENTRAL INDEX KEY: 0000771667 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 950479700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07955 FILM NUMBER: 96593428 BUSINESS ADDRESS: STREET 1: 4900 RIVERGRADE RD CITY: IRWINDALE STATE: CA ZIP: 91706 BUSINESS PHONE: 8189606311 S-8 1 1996 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1996 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 H. F. Ahmanson & Company ------------------------------ (Exact name of registrant as specified in charter) Delaware 95-0479700 -------------- ---------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 4900 Rivergrade Road, Irwindale, California 91706 ------------------------------------------------- ----------- (Address of principal executive offices) (Zip code) 1996 Nonemployee Directors' Stock Incentive Plan ------------------------------------------------------ (Full title of the Plan) Madeleine A. Kleiner Executive Vice President and General Counsel H. F. Ahmanson & Company 4900 Rivergrade Road Irwindale, California 91706 ---------------------------------- (Name and address of agent for service) (818) 814-7662 -------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share price fee - ------------ ------------------ ----------- --------------- --------- Common Stock 400,000 shares (a) $25.875 (b) $10,350,000 (b) $3,568.97 - ------------ ------------------ ----------- --------------- --------- (a) Based on registrant's estimate of the number of shares of Common Stock that will be purchased pursuant to the 1996 Nonemployee Directors' Stock Incentive Plan (the "Plan"). Pursuant to Rule 416, there is also being registered such number of additional shares of Common Stock that may become available for purchase under the Plan in the event of certain changes in the outstanding shares of Common Stock, including, among other things, reorganizations, mergers, recapitalizations, restructurings, stock dividends, stock splits and reclassifications. (b) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for purposes of calculating the registration fee and based on the average of the high and low prices of the Common Stock of the Company reported on the New York Stock Exchange composite tape on July 9, 1996 of $26.125 and $25.625, respectively. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of H. F. Ahmanson & Company, a Delaware corporation (the "Company"), previously filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in the Registration Statement: (i) The Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1996, and Current Reports on Form 8-K dated January 24, 1996, March 28, 1996, April 16, 1996, May 14, 1996 and June 26, 1996, each filed pursuant to Section 13 of the Exchange Act; and (iii) The description of the Company's Common Stock set forth under the heading "Description of Registrant's Securities" in the Company's Registration Statement on Form 8-A filed with the Commission pursuant to the Exchange Act on June 24, 1985, together with any amendment or report filed with the Commission for the purpose of updating such description. All documents subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the common stock registered pursuant to this Registration Statement will be passed on for the Company by Tim S. Glassett, Esq. As of the date this Registration Statement was filed with the Commission, Mr. Glassett, who has been an officer of the Company since 1987, held 970 shares of the Company's Common Stock (subject to certain restrictions) and currently exercisable options with respect to 20,225 shares of the Company's Common Stock. Mr. Glassett's children also own, in the aggregate, 100 depositary shares representing interests in the Company's Preferred Stock, Series B, 350 depositary shares representing interests in the Company's Preferred Stock, Series C and 290 depositary shares representing interests in the Company's Convertible Preferred Stock, Series D as to all of which Mr. Glassett disclaims beneficial ownership. -1- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The General Corporation Law of the State of Delaware, the state of incorporation of Ahmanson, and the Bylaws of Ahmanson provide for indemnification of directors and officers. Section 145 of the Delaware General Corporation Law provides generally that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed suit by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation against reasonable expenses, including attorneys' fees, judgments, fines and settlements if, in cases other than actions brought by or in the right of the corporation, he or she has 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 corporation (and in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful). Section 145 provides that no indemnification for any claim or matter may be made, in the case of an action brought by or in the right of the corporation, if the person has been adjudged to be liable, unless the Court of Chancery or other court determines that indemnity is fair and reasonable despite the adjudication of liability. Indemnification is mandatory in the case of a director, officer, employee or agent who has been successful on the merits, or otherwise, in defense of a suit against him or her. The determination of whether a director, officer, employee or agent should be indemnified is made by a majority of disinterested directors, independent legal counsel or the stockholders. Directors and officers of Ahmanson are covered under policies of directors' and officers' liability insurance with coverage aggregating $55,000,000. The directors and all officers serving Ahmanson as first vice presidents or in a higher position are parties to Indemnity Agreements with Ahmanson (the "Indemnity Agreements"). The Indemnity Agreements provide indemnification for the directors and covered officers in the event the directors' and officers' liability insurance does not cover a particular claim for indemnification or if such a claim or claims exceed the limits of such coverage. The Indemnity Agreements are generally intended to provide indemnification for any amounts a director or covered officer is legally obligated to pay because of claims arising out of the director's or officer's service to Ahmanson, Home Savings or any other subsidiary of Ahmanson. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 4.1 Certificate of Incorporation of H. F. Ahmanson & Company, as amended (filed as Exhibit 3.1 to Form 10-K for the year ended December 31, 1991) (File No. 1-8930) (incorporated by reference). 4.2 Bylaws of H. F. Ahmanson & Company, as amended (filed as Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 1994) (File No. 1-8930) (incorporated by reference). -2- 4.3 Rights Agreement, dated July 26, 1988, between H. F. Ahmanson & Company and Union Bank (filed as Exhibit 4.3 to Form 8-K dated July 26, 1988) (File No. 1-8930) (incorporated by reference). 4.4 Form of Certificate representing shares of Common Stock (filed as Exhibit 4.5 to Form S-3 filed June 2, 1993, Registration No. 33-57218) (incorporated by reference). 5.1 Opinion of Tim S. Glassett, Esq. 23.1 Consent of KPMG Peat Marwick. 23.2 Consent of Tim S. Glassett, Esq. (included in Exhibit 5.1). 24.1 Power of Attorney (included on Signature Pages). 99.1 1996 Nonemployee Directors' Stock Incentive Plan (filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 1995) (File No. 1-8930) (incorporated by reference). 99.2 Form of Stock Option Agreement. ITEM 9. 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 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. 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of -3- the Registrant pursuant to the foregoing provisions, 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 Act 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 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 Act and will be governed by the final adjudication of such issue. -4- SIGNATURES AND POWER OF ATTORNEY 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irwindale, State of California, on this 10th day of July, 1996. H. F. AHMANSON & COMPANY /s/ Kevin M. Twomey ------------------------------ By: Kevin M. Twomey Senior Executive Vice President and Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles R. Rinehart, Bruce G. Willison, Kevin M. Twomey and Madeleine A. Kleiner as his or her true and lawful attorneys-in-facts and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated. SIGNATURE CAPACITY DATE /s/ Byron Allumbaugh Director July 10, 1996 ------------------------ Byron Allumbaugh Director _______________, 1996 ------------------------ Harold A. Black -5- /s/ Richard M. Bressler Director July 10, 1996 ------------------------ Richard M. Bressler Director _______________, 1996 ------------------------ David R. Carpenter /s/ Phillip D. Matthews Director July 10, 1996 ------------------------ Phillip D. Matthews /s/ Richard L. Nolan Director July 10, 1996 ------------------------ Richard L. Nolan /s/ Delia M. Reyes Director July 10, 1996 ------------------------ Delia M. Reyes /s/ Charles R. Rinehart Director and Principal July 10, 1996 ------------------------ Executive Officer Charles R. Rinehart /s/ Frank M. Sanchez Director July 10, 1996 ------------------------ Frank M. Sanchez Director _______________, 1996 ------------------------ Elizabeth A. Sanders /s/ Arthur W. Schmutz Director July 10, 1996 ------------------------ Arthur W. Schmutz /s/ William D. Schulte Director July 10, 1996 ------------------------ William D. Schulte -6- Director _______________, 1996 ------------------------ Bruce G. Willison /s/ Kevin M. Twomey Principal Financial July 10, 1996 ------------------------ Officer Kevin M. Twomey /s/ George Miranda Principal Accounting July 10, 1996 ------------------------ Officer George Miranda -7- EXHIBIT INDEX EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE 4.1 Certificate of Incorporation of H. F. Ahmanson & Company, as amended (filed as Exhibit 3.1 to Form 10-K for the year ended December 31, 1991) (File No. 1-8930) (incorporated by reference). 4.2 Bylaws of H. F. Ahmanson & Company, as amended (filed as Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 1994) (File No. 1-8930) (incorporated by reference). 4.3 Rights Agreement, dated July 26, 1988, between H. F. Ahmanson & Company and Union Bank (filed as Exhibit 4.3 to Form 8-K dated July 26, 1988) (File No. 1-8930) (incorporated by reference). 4.4 Form of Certificate representing shares of Common Stock (filed as Exhibit 4.5 to Form S-3 filed June 2, 1993, Registration No. 33-57218) (incorporated by reference). 5.1 Opinion of Tim S. Glassett, Esq. 23.1 Consent of KPMG Peat Marwick. 23.2 Consent of Tim S. Glassett, Esq. (included in Exhibit 5.1). 24.1 Power of Attorney (included on Signature Pages). 99.1 1996 Nonemployee Directors' Stock Incentive Plan (filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 1995) (File No. 1-8930) (incorporated by reference). 99.2 Form of Stock Option Agreement. -8- EX-5.1 2 OPINION OF TIM S. GLASSETT, ESQ. H. F. AHMANSON & COMPANY 4900 RIVERGRADE ROAD IRWINDALE, CALIFORNIA 91706 (818) 814-7904 TIM S. GLASSETT FIRST VICE PRESIDENT & ASSISTANT GENERAL COUNSEL July 10, 1996 H. F. Ahmanson & Company 4900 Rivergrade Road Irwindale, California 91706 Ladies/Gentlemen: As First Vice President and Assistant General Counsel of H. F. Ahmanson & Company, a Delaware corporation (the "Company"), I have reviewed the registration statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission on July 11, 1996 (the "Registration Statement"). The Registration Statement is being filed with respect to options ("Options") to purchase up to 400,000 shares of Common Stock, $.01 par value (the "Common Stock") of the Company, and the Common Stock issuable upon exercise thereof, offered to nonemployee directors of the Company who have been or may be granted options to purchase such shares of Common Stock pursuant to the Company's 1996 Nonemployee Directors' Stock Incentive Plan (the "Plan"), and such additional securities as may be required by the adjustment provisions as contained in the Plan. I have made such legal and factual examinations and inquiries as I have deemed advisable for the purpose of rendering this opinion. I am familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and proposed issuance and sale of Options and shares of Common Stock pursuant to the Plan. Based upon the foregoing, it is my opinion that the shares of Common Stock and the Options issuable under the Plan, when issued, delivered and paid for in conformity with the provisions of the Plan and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the use of my name in the Registration Statement. Very truly yours, /s/ Tim S. Glassett Tim S. Glassett 6013b.doc EX-23.1 3 CONSENT OF KPMG PEAT MARWICK INDEPENDENT AUDITORS' CONSENT The Board of Directors H. F. Ahmanson & Company: We consent to incorporation by reference in the Registration Statement on Form S-8 for the 1996 Nonemployee Directors' Stock Incentive Plan of H. F. Ahmanson & Company of our report dated January 23, 1996, relating to the consolidated statements of financial condition of H. F. Ahmanson & Company as of December 31, 1995 and 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of H. F. Ahmanson & Company. Our report on the consolidated financial statements of the Company dated January 23, 1996, contains an explanatory paragraph which states, that as discussed in Note 1 to the consolidated financial statments, the Company changed its methods of accounting for goodwill in 1995. KPMG Peat Marwick LLP Los Angeles, California July 10, 1996 EX-99.2 4 FORM OF STOCK OPTION AGREEMENT H. F. AHMANSON & COMPANY ------------------------ STOCK OPTION AGREEMENT (Non-Qualified) ------------- THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into this _____ day of _______________ by and between H. F. AHMANSON & COMPANY, a Delaware corporation (the "Company"), and _______________ (the "Grantee"). WHEREAS, the Company has adopted the H. F. Ahmanson & Company 1996 Non-Employee Directors' Stock Incentive Plan (the "Plan"), which provides for the granting to Nonemployee Directors (as defined in the Plan) of the Company of non-qualified stock options to purchase shares of the Company's Common Stock, $.01 par value per share ("Common Stock"), from the Company in order to encourage stock ownership by such persons; and WHEREAS, the Grantee is one of such directors; and WHEREAS, pursuant to the Plan the Administrator (as defined in the Plan) has approved the execution of this Agreement to evidence the grant to the Grantee of the right and option to purchase shares of Common Stock upon the terms and conditions hereinafter set forth; and WHEREAS, the option evidenced by this Agreement is not intended to qualify as an "incentive stock option" within the meaning of Section 422A(b) of the Internal Revenue Code of 1986, as amended; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Option Grant. The Company hereby grants to the ------------ Grantee the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of _____ shares of the Common Stock at the purchase price of $_____ per share, exercisable from time to time in accordance with the provisions of this Agreement and the Plan. Except as otherwise permitted by the Plan, this option shall not be exercised prior to the first anniversary of the date hereof. Notwithstanding anything to the contrary herein, this option shall not be exercised after ten years and one month from its Date of Grant as determined pursuant to the Plan. If the Grantee's services as a member of the Board of Directors of the Company terminate by reason of death, disability or normal board retirement, this option shall be automatically accelerated with respect to its exercisability and shall become immediately exercisable in full for the remaining number of shares of Common Stock subject to this option for three years after the date of such termination or until the expiration of the stated term of this option, whichever period is shorter, and thereafter this option shall terminate; provided, however, that if the Grantee dies or suffers a disability during such three year period after normal board retirement this option shall remain exercisable in full for a period of three years after the date of such death or disability or until the expiration of the stated term of this option, whichever period is shorter, and thereafter this option shall terminate. If the Grantee's services as a member of the Board of Directors of the Company terminate for any other reason, any portion of this option which is not then exercisable shall terminate and any portion of this option which is then exercisable may be exercised for three months after the date of such termination or until the expiration of the stated term of this option, whichever period is shorter, and thereafter this option shall terminate; provided, however, that if the Grantee dies or suffers a disability during such three month period, this option may be exercised for a period of one year after the date of the Grantee's death or disability or until the expiration of the stated term of this option, whichever period is shorter, in accordance with its terms, but only to the extent exercisable on the date of the Grantee's death or disability. 2. Definitions. For purposes of this Agreement, ----------- (a) "normal board retirement" means, in conjunction with termination of Grantee's services as a member of the Board for any reason other than death or Disability, the determination of the Administrator or the Nominating Committee of the Board that such termination constitutes Normal Board Retirement (in the absence of such a determination, termination of Grantee's services as a member of the Board shall be deemed to be for reasons other than Normal Board Retirement) and (b) "disability" means any medically determinable physical or mental impairment of the Grantee, as determined by the Administrator in its complete and sole discretion, which is expected to last for a period of at least 180 days as a result of which the Grantee is unable to engage in any substantial gainful activity. All determinations as to the Grantee's disabled status, the date and extent of any disability shall be made by the Administrator upon the basis of such information as it deems necessary or desirable. 3. Exercisability. Except as provided in Paragraph 1 -------------- above or in the Plan, the Grantee may not, until the end of the second year after the Date of Grant of this option, purchase by exercise of this option an aggregate of more than 50% of the total number of shares subject to this option. At any time on or after the second anniversary of the Date of grant of this option until this option expires or terminates, the Grantee may purchase all or any part of the shares that he theretofore failed to purchase hereunder. 2 4. Manner of Exercise. In order to exercise this ------------------ option, the person or persons entitled to exercise it shall give written notice to the Company specifying the number of shares to be purchased (which shall not be less than 50, unless it is the remaining number of shares then purchasable) and accompanied by payment for the shares being purchased in the form of cash or a certified or bank cashier's check or shares of Common Stock which such person owns and which have a fair market value equal to the amount that such person would otherwise pay in cash or by check, or in a combination of cash or a certified or bank cashier's check and such shares. Such fair market value shall be determined in such appropriate manner as may be provided for by the Administrator or as may be required in order to comply with or to conform to the requirements of any applicable or relevant laws or regulations. Such notice shall also be accompanied by (a) payment, in the form of cash or a certified or bank cashier's check, in an amount necessary to satisfy any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for the account of the person exercising this option, unless such person has made other arrangements satisfactory to the Administrator for the payment of such amounts through withholding or otherwise, and (b) if requested by the Administrator, written representations, in a form satisfactory to the Administrator, to the effect that the shares being purchased will not be sold other than pursuant to an effective registration statement under the Securities Act of 1933 or an applicable exemption from the registration requirements of such Act. 5. Limited transferability. This option shall not be ----------------------- transferable other than by will or by the laws of descent and distribution, and during the lifetime of the Grantee it shall be exercisable only by the Grantee, except that the Grantee may during his lifetime designate in writing a beneficiary to receive and exercise this option in the event of his death. Following the death of the Grantee, this option shall be exercisable, in accordance with Paragraph 1 hereof, by such designated beneficiary, or if no such beneficiary has been designated, by the Grantee's estate or by the person or persons who acquire the right to exercise it by bequest or inheritance. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of, or to subject to execution, attachment or similar process, this option, or any right hereunder, contrary to the provisions hereof, shall be void and ineffective, shall give no rights to the purported transferee, and shall at the sole discretion of the Administrator result in forfeiture of this option with respect to the shares involved in such attempt. 6. Adjustment. The number and kind of shares or ---------- other securities that are subject to this option and the price for each share or other unit of any other securities subject to 3 this option shall be subject to adjustments as provided in the Plan. 7. Stockholder Rights. The person or persons ------------------ entitled to exercise, or who have exercised, this option shall not be entitled to any rights as a stockholder of the Company with respect to any shares subject to this option until he shall have become the holder of record of such shares. 8. Violation of Law. Notwithstanding any other ---------------- provision of this Agreement, the Company shall not be required to issue any shares hereunder if such issuance would, in the judgment of the Company, constitute a violation of any State or federal law, or the rules or regulations of any governmental regulatory body. 9. Notices. Any notices or other communications ------- required or permitted hereunder shall be in writing, and shall be sufficient in all respects only if delivered in person or sent via certified mail, postage prepaid, return receipt requested, addressed as follows: (a) if to the Grantee, to the address set forth after the Grantee's signature below; and (b) if to the Company, to H. F. Ahmanson & Company, 4900 Rivergrade Road, Irwindale, California 91706, Attention: Director of Corporate Human Resources or such other address as shall be furnished in writing by either party. Any such notice or communication shall be deemed to have been delivered only when actually received by the addressee. 10. Governing Law. The interpretation, performance ------------- and enforcement of this Agreement shall be governed by the laws of the State of Delaware. 11. Entire Agreement. This Agreement together with ---------------- the Plan contains the entire Agreement and understanding between the parties as to the subject matter hereof. 12. Headings. Introductory headings at the beginning -------- of each numbered paragraph hereof are solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such paragraph. 13. Invalid Provisions. If any portion of this ------------------ Agreement shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof, and this Agreement shall be deemed to be modified to the least extent possible to make it valid and enforceable in its entirety. 14. Amendment. No amendment or modification hereof --------- shall be valid unless it shall be in writing and signed by both parties hereto. 4 15. Gender and Number. As used herein, the masculine, ----------------- feminine or neuter gender and the singular or plural number or tense shall be deemed to include the other whenever the context so indicates. 16. Counterparts. This Agreement may be executed in ------------ counterparts, each of which shall be deemed to be an original, and taken together shall constitute one and the same document. 17. Definition of Grantee. As used herein, the word --------------------- "Grantee" shall mean the person named as such on page 1 and, except where the context clearly indicates otherwise, includes any other person legally entitled to exercise this Option or any portion thereof. IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the date first above written. COMPANY: H. F. AHMANSON & COMPANY By: _____________________________ GRANTEE: _________________________________ Address: 5 -----END PRIVACY-ENHANCED MESSAGE-----