Exhibit 4.1
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CAL FED BANCORP INC.
AND
THE CHASE MANHATTAN BANK
AMENDMENT TO RIGHTS AGREEMENT
DATED AS OF AUGUST 30, 1996
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AMENDMENT TO RIGHTS AGREEMENT
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THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of this
30th day of August, 1996 by and between Cal Fed Bancorp Inc., a Delaware
corporation (the "Corporation"), and The Chase Manhattan Bank, a New York
banking corporation (the "Rights Agent"), with reference to the following facts
and circumstances:
A. The Corporation has entered into an Agreement and Plan of Merger dated
as of July 27, 1996 (as the same may be amended from time to time, the "Merger
Agreement"), with First Nationwide Holdings Inc., a Delaware corporation
("FNH"), and California Federal Bank, A Federal Savings Bank, a wholly-owned
subsidiary of the Corporation (the "Bank"), pursuant to which, among other
things, a newly-formed subsidiary of FNH will merge with and into the
Corporation (the "Merger") and the former stockholders of the Corporation will
receive cash and other consideration.
B. As an inducement to the willingness of FNH to enter into the Merger
Agreement, the Corporation and FNH entered into a Stock Option Agreement, dated
as of July 27, 1996 (the "Option Agreement"), pursuant to which the Corporation
granted to FNH an option (the "Option"), which is exercisable only upon the
occurrence of certain events described in the Option Agreement, to purchase up
to 9,829,992 fully paid and nonassessable shares of the Corporation's common
stock (the "Option Shares") at a price per share of $21.375.
C. The Corporation and the Rights Agent are parties to a Rights Agreement
dated as of February 16, 1996 (the "Rights Agreement").
D. Pursuant to the definition of "Acquiring Person" contained in Section
1.1 of the Rights Agreement and used herein with the same meaning, the Board of
Directors of the Corporation has approved, for purposes of the Rights Agreement,
the execution and delivery of the Merger Agreement and the Option Agreement and
the consummation of the transactions contemplated thereby, including, but not
limited to, the Merger and the issuance of the Option Shares upon exercise of
the Option (collectively, the "Merger Transactions"), with the intent and effect
that none of the Merger Transactions shall result in (i) any person becoming an
Acquiring Person, (ii) the occurrence of a Distribution Date (as defined in the
Rights Agreement), (iii) the Rights (as defined in the Rights Agreement)
becoming exercisable, or (iv) the occurrence of a Shares Acquisition Date (as
defined in the Rights Agreement).
E. The parties desire to amend the Rights Agreement in the respects
hereafter set forth as contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Section 1.17 of the Rights Agreement is hereby amended to read in its
entirety as follows: "'Final Expiration Date' means the earlier of (i) the
'Effective Time,' as defined in the Agreement and Plan of Merger dated as of
July 27, 1996, by and among First Nationwide Holdings Inc., a Delaware
corporation, California Federal Bank, a Federal Savings Bank, and the
Corporation, as the same may be amended from time to time, or (ii) the Close of
Business on February 16, 2006."
2. Clause (i) of Section 7.1 of the Rights Agreement is hereby amended to
read in its entirety as follows: "(i) the Final Expiration Date,".
3. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties herein have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.
CAL FED BANCORP INC.
Attest:
By:/s/XXXXX XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Title: Executive Vice
President
THE CHASE MANHATTAN BANK
Attest:
By:/s/XXXXXX X. XXXXX By: /s/ XXXX XXXXXX
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Name: Xxxxxx X. Xxxxx Name: Xxxx Xxxxxx
Title: Financial Manager Title: Vice President
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