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GLENDALE FEDERAL BANK ANNOUNCES REVISED TERMS FOR RECAPITALIZATION

 GLENDALE, Calif., Aug. 5 /PRNewswire/ -- Glendale Federal Bank, the primary subsidiary of GLENFED, Inc. (NYSE: GLN), today announced that it has modified certain terms of its pending recapitalization transactions, including its exchange offer for GLENFED, Inc.'s 7.75 percent Convertible Subordinated Debentures Due 2001 and its solicitation of consents to reclassify its Series B and Series C Preferred Stock. Both the amended exchange offer and the amended consent solicitation for the reclassification of preferred stock will expire at 12:00 midnight New York time on Wednesday, August 18, 1993.
 Stephen J. Trafton, chairman and chief executive officer, commented, "Developments in the capital markets, external to Glendale Federal Bank and its recapitalization efforts, required some adjustments in the terms of our transaction. In particular, we have had to adjust our anticipated subscription offering price for the new Bank common stock to be issued in the Rights Offering from $10.00 per share to $9.00 per share. However, we believe that we are well on our way to achieving a successful recapitalization. A majority of GLENFED stockholders has already voted for the Plan of Reorganization, and we have received substantial support for the revised terms announced today from holders of the GLENFED Debentures and the Bank's Preferred Stock. We hope to receive a positive response from institutional and other investors to the revised terms of the rights offering and the preferred stock offering."
 The revised terms of the recapitalization transaction involve changing the proposed rights offering of new common stock of the Bank from a range of between $250 million and $300 million to a fixed amount of at least $250 million. Standby purchase commitments from institutional and other investors will be obtained for the entire amount of the rights offering. It is also anticipated that up to 10.9 million warrants to purchase additional shares of Bank common stock will be issued to the institutional and other investors providing the standby commitments. The subscription price for the Bank common stock, which will be determined shortly before the commencement of the rights offering, is anticipated to be $9.00 per share, rather than the $10.00 per share previously anticipated.
 The proposed additional offering of convertible preferred stock will be increased from $125 million to at least $175 million. The convertible preferred stock offering is expected to be an underwritten offering.
 The exchange offer for GLENFED debentures has been amended to offer for each $1,000 in principal amount of the GLENFED debentures, 51.06 shares of Bank common stock instead of the 49 shares of such stock previously offered, $77.50 in cash, representing the installment of interest on the GLENFED debentures that was due on March 15, 1993 and not paid, and 8.34 rights to purchase additional shares of the Bank's common stock in the proposed rights offering, instead of the 16.68 rights previously offered.
 Under the original terms of the proposed reclassification of preferred stock, holders of the Series B and Series C Preferred Stock would have received 24 shares of a new Series D Convertible Preferred Stock with a liquidation preference of $25.00 per share for each 100 shares of Series B and Series C Preferred stock held. The Series D Convertible Preferred would have had terms substantially similar to the preferred stock expected to be issued in the preferred stock offering. In addition, immediately following the reclassification, the Bank would have issued to the holders of the Series B and Series C Preferred Stock of record as of the effective date of the reclassification approximately 6.5 million rights to purchase shares of Bank common stock at the rate of 47 rights for each 100 shares of existing preferred stock.
 Under the amended terms for the reclassification, the revised Series D preferred will have a liquidation preference of $9.00 per share, compared to $25.00 as originally proposed, and will be mandatorily converted into Bank common stock, on a share for share basis, twelve months after the date of initial issuance, unless converted at the option of the holder prior to that time. The revised Series D preferred will be entitled to receive non- cumulative dividends, payable quarterly, at an annual rate of one percent of the liquidation preference per share, rather than the market rate of dividends that was to have been determined at the date of issuance under the original proposal. The revised Series D preferred will also have full voting rights with the Bank common stock, instead of the more limited voting rights originally proposed.
 In the revised reclassification, holders of the Series B and Series C Preferred Stock will receive 64.21 shares of the revised Series D preferred for each 100 shares of the Series B and Series C Preferred Stock held. In addition, upon completion of the reclassification, such holders will receive 7.22 rights to purchase shares of Bank common stock in the rights offering for each 100 shares of old preferred stock, or a total of one million rights.
 The terms of the proposed merger of GLENFED into a subsidiary of the Bank will remain the same -- each 100 outstanding shares of GLENFED common stock will be exchanged for 4 shares of Bank common stock and 22 rights to purchase additional shares of Bank common stock in the rights offering. However, the lower subscription price for the Bank common stock to be sold in the rights offering increases slightly the degree of dilution experienced by GLENFED common stockholders.
 Supplements to the securities disclosure documents relating to the various portions of the recapitalization are being mailed to security holders today.
 The Special Meeting of GLENFED Stockholders to consider and vote on the recapitalization plan was rescheduled last week in anticipation of these proposed revisions for 10:00 a.m. on Tuesday, August 17, 1993, at the Universal City Hilton & Towers, 555 Universal Terrace Parkway, Universal City, California.
 Glendale Federal Bank is the nation's fifth largest savings bank. It provides community banking services through 215 banking offices in California, Florida and Washington State.
 -0- 8/5/93
 /CONTACT: Judy Cunningham, 818-500-2274, or Jeff Misakian, 818-500-2824, both of Glendale Federal Bank/
 (GLN)


CO: Glendale Federal Bank; GLENFED Inc. ST: California IN: FIN SU:

EH -- LA018 -- 9747 08/05/93 09:25 EDT
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Date:Aug 5, 1993
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