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Warrants were issued to shareholders on 5/29, trade under ticker "gsbnz" on the 'Daq.

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Golden State Bancorp Declares Distribution of Litigation Tracking Warrants

BusinessWire, Thursday, April 23, 1998 at 14:35

GLENDALE, Calif.--(BUSINESS WIRE)--April 23, 1998--

Board establishes record date of May 7, 1998 and distribution date of
May 29, 1998 -- LTW(tm)s to trade on NASDAQ National Market System

Golden State Bancorp Inc. (NYSE:GSB), parent company of Glendale
Federal Bank, announced today that its Board of Directors has declared
a distribution of its Litigation Tracking Warrants (LTW(tm)s).
Certificates representing the LTW(tm)s are expected to be mailed
on May 29, 1998 to common stockholders of record on May 7, 1998. The
company has reserved additional LTW(tm)s for distribution in
connection with future conversions and exercises of the Company's
outstanding convertible preferred stock, warrants and stock options.
The distribution will be made on the basis of one LTW(tm) for each
outstanding share of common stock.
Stephen J. Trafton, chairman and chief executive officer of
Golden State Bancorp, said: "The market will now be able to track the
value of our goodwill litigation separately from the franchise value
of the Company. This will also allow the marketplace to more
accurately value both assets. It is the next step forward in a series
of corporate transactions, including our recently completed
acquisition of CENFED Financial Corporation and our pending
acquisition of RedFed Bancorp, that will culminate in our merger with
First Nationwide (Parent) Holdings Inc. and the merger of its
principal subsidiary, California Federal Bank FSB, with Glendale
At a special meeting held today Golden State shareholders
authorized amendments to the company's Certificate of Incorporation to
facilitate the distribution. The amendments were to increase the total
number of authorized shares of common stock and to clarify the
application of certain provisions of the Certificate of Designations
for the company's Noncumulative Convertible Preferred Stock, Series A.
The company plans to distribute, or hold in reserve for future
distribution, to its securities holders approximately 85.8 million
LTW(tm)s. As previously reported, the LTW(tm)s will represent the
right to receive, upon exercise, Golden State common stock equal in
value to 85 percent of the net after-tax proceeds, if any, from
Glendale Federal's pending goodwill lawsuit against the United States
Government. The LTW(tm)s will be the first goodwill lawsuit security
to be distributed on a tax-free basis for both securities holders and
the distributing institution.
The LTW(tm)s will trade on the NASDAQ National Market System
under the ticker symbol "GSBNZ" effective June 1, 1998 and will trade
on a "when issued" basis on the NASDAQ commencing May 5, 1998 under
the ticker symbol "GSBZV." Golden State Bancorp's common stock will
continue to trade on the New York Stock Exchange with "due bills,"
(reflecting the sellers' obligations to deliver LTW(tm)s when
received) from the May 7 record date until the "ex-distribution date,"
which will be June 1, the first business day after the May 29
distribution date.
Golden State completed its acquisition of CENFED Financial
Corporation on April 21, 1998. Golden State expects to complete its
acquisition of Inland Empire-based RedFed Bancorp in July. The Company
expects to have completed its merger with First Nationwide (Parent)
Holdings and California Federal Bank by September 30, 1998.
"Our pending merger with California Federal Bank will combine two
banks that share the same philosophy of customer service and returning
value to shareholders," Trafton said. "With Cal Fed, we will combine
the best of both banks, including mortgage and business lending
programs, marketing and bank offices and delivery systems, to create
an institution large enough to compete with California's major banks,
but focused on serving the individual customer."
Golden State Bancorp, with $18.0 billion in assets, is the parent
company of Glendale Federal Bank -- California's leading community
bank, serving the business and consumer banking needs of Californians
through 191 banking offices and 26 loan offices. Customers can reach
the bank by calling 1-800-41FEDUP, or get information through its
Internet site at

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