Glendale S&L; Holders Back Bid to Diversify : Measure Approved to Form Holding Company

Following an unusually lively and lengthy annual meeting, the shareholders of Glendale Federal Savings & Loan Assn. on Tuesday approved a controversial measure allowing the thrift to broaden its investment powers through the creation of a holding company.

The measure, passed with about 59% of the voters in favor, approved the formation of GlenFed Inc., whose principal subsidiary will be Glendale Federal Savings.

The S&L; also announced that Raymond D. Edwards, 67, will step down as chief executive of the thrift but will remain its chairman and also become chairman and chief executive of the newly formed parent company. Norman D. Coulson, 52, is the new chief executive of the savings and loan, while Keith P. Russell, 39, is the new chief operating officer.

Opposition to the holding company measure was led by the Los Angeles-based brokerage firm of Wedbush, Noble, Cooke, which owns nearly 5% of Glendale’s common stock. The brokerage firm has been particularly critical of the broad anti-takeover measures that have been included in the holding company’s new charter.

Though the anti-takeover rules were approved by Glendale Federal’s shareholders last year, the formation of a holding company proposal meant that the provisions, with some changes, had to be reapproved.

Some Holders Complain

The annual meeting, which lasted nearly two hours, was highlighted by unhappy shareholder comments about the size of the dividend and the performance of the stock, which closed Tuesday at $13.125 a share. Glendale Federal went public in 1983 at a initial offering price of $13.75 a share; the quarterly dividend is 5 cents a share.

“Buying this stock has not been one of the most exciting experiences of my life,” deadpanned one shareholder.

Some shareholders also challenged the need for additional investment powers, saying that the S&L; is already making a lot of money with its present loan portfolio.

Edwards, who fielded most of the questions, said the expanded investment powers will allow Glendale Federal, the country’s fifth-largest S&L;, to keep pace with its major California competitors, all of which have formed holding companies.

Current banking regulations allow federally chartered S&Ls; such as Glendale to place a maximum of 3% of assets in service company subsidiaries that invest outside the traditional mortgage lending area. Formation of the holding company will eliminate that restriction, the company says.