SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
{_} Preliminary Proxy Statement (Revocation of Consent Statement)
{_} Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
-----------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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[GREAT WESTERN LETTERHEAD]
March 13, 1997
Dear Great Western Stockholder:
I am pleased to send you a copy of Great Western's
advertisement, "The Great Western/Washington Mutual Merger -- A
Superior Combination in Every Way," which appeared today in The
New York Times and The Wall Street Journal. As this
advertisement demonstrates, this is a superior merger, with a
superior partner, for superior value -- for you.
Based on closing market prices on March 12, 1997, Washington
Mutual's offer for Great Western was worth $47.93 per share,
compared with $43.31 per share under Ahmanson's unsolicited
hostile merger proposal. This 10.7% differential translates into
more than $600 million in value for Great Western stockholders.
Great Western's Board of Directors unanimously opposes
Ahmanson's solicitation and urges you NOT to sign the Ahmanson
WHITE consent card. We have enclosed a BLUE Consent Revocation
Card which we encourage you to sign, date and mail today. If you
have any questions, please call our solicitor, Georgeson &
Company Inc., at 800-223-2064. Banks and brokers call 212-440-
9800.
We appreciate your continued support.
Sincerely,
/s/ John F. Maher
John F. Maher
President & CEO
[Newspaper Advertisement]
TO ALL GREAT WESTERN STOCKHOLDERS:
The Great Western/Washington Mutual Merger -- A SUPERIOR
Combination in Every Way
Last week, Great Western Financial Corporation entered into a
definitive merger agreement with Washington Mutual, Inc., one of
the nation's leading financial institutions. According to a
recent FORTUNE survey of senior executives, outside directors and
financial securities analysts in the savings industry, Washington
Mutual ranked as the #1 savings institutions in the United
States.1
THIS IS A SUPERIOR MERGER
WITH A SUPERIOR PARTNER
FOR SUPERIOR VALUE
In comparison to Washington Mutual, H. F. Ahmanson & Company is
an inferior institution and its unsolicited hostile merger
proposal looks exceedingly weak.
WASHINGTON MUTUAL AHMANSON
SUPERIOR STOCKHOLDER RETURN:
* Current Value (3/7/97) of $100
Invested 12/31/91 $353 $242
* 10-year Cumulative Average Total
Stockholder Return(2)
(through 12/31/96) 23% 9%
SUPERIOR DIVIDEND HISTORY:
* Average Annual Increase
(12/31/91 through 12/31/96) 29.3% 0%
SUPERIOR FINANCIAL STRENGTH:
* Non-Performing Assets Ratio(3)
(the lower the better) 0.74% 1.70%
* Tangible Common Capital Ratio(3)
(the higher the better) 4.8% 3.3%
SUPERIOR MARKET VALUATION:
* Price4 to Book Value Multiple(3) 2.86X 2.12X
SUPERIOR COST MANAGEMENT:
* Efficiency Ratio(3,5)
(the lower the better) 51.2% 62.2%
_________________________________
1 FORTUNE, March 3 1997, "Where Companies Rank In Their Own
Industries." These ratings are based on the following eight
attributes: innovativeness; ability to attract, develop and
keep talented people; quality of management; quality of
products and services; value as long-term investment;
financial soundness; community and environmental
responsibility; and use of corporate assets. Great Western
has neither sought nor obtained permission from the
publication for the use of such material.
2 Assumes reinvestment of dividends.
3 As of 12/31/96.
4 As of 2/14/97 (the last trading day prior to the
announcement of Ahmanson's merger proposal).
5 Excludes S.A.I.F. charges for both Washington Mutual and
Ahmanson; excludes merger-related charges for Keystone
Holdings merger for Washington Mutual.
AHMANSON AND ITS INFERIOR MERGER PROPOSAL --
A LOSING PROPOSITION IN EVERY WAY
In spite of its inferior proposal, Ahmanson persists in trying
to solicit your consent. Great Western's Board of Directors
unanimously opposes the Ahmanson solicitation and urges you
NOT to sign the WHITE consent card sent to you by Ahmanson.
We urge you to sign, date and mail the BLUE Consent Revocation
Card today.
[Great Western Logo]
March 13, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064.
Banks and brokers call: 212-440-9800.
Great Western and certain other persons named below may be deemed
to be participants in the solicitation of proxies in favor of the
approval of the Merger of Great Western and a wholly-owned
subsidiary of Washington Mutual at a special meeting of Great
Western stockholders which has not yet been scheduled. The
participants in this solicitation may include the directors of
Great Western (James F. Montgomery, John F. Maher, Dr. David
Alexander, H. Frederick Christie, Stephen E. Frank, John V.
Giovenco, Firmin A. Gryp, Enrique Hernandez, Jr., Charles D.
Miller, Dr. Alberta E. Siegel and Willis B. Wood, Jr.); the
following executive officers of Great Western: J. Lance Erikson
(Executive Vice President, Secretary and General Counsel), Carl
F. Geuther (Vice Chairman and Chief Financial Officer), Michael
M. Pappas (Vice Chairman and President, Consumer Finance
Division), A. William Schenck III (Vice Chairman), Ray W. Sims
(Executive Vice President), and Jaynie M. Studenmund (Executive
Vice President); and the following other members of management of
Great Western: Stephen F. Adams (First Vice President, Associate
General Counsel and Assistant Secretary), Bruce F. Antenberg
(Senior Vice President-Finance, Treasurer and Assistant
Secretary), Barry R. Barkley (Senior Vice President and
Controller), Ian D. Campbell (Senior Vice President), Charles
Coleman (Vice President, Great Western Bank), Allen D.
Meadows (Senior Vice President, Great Western Bank), and John A.
Trotter (First Vice President, Great Western Bank). As of the
date of this communication, James F. Montgomery and John F. Maher
beneficially owned 605,488 shares and 611,762 shares of Great
Western common stock, respectively (including shares subject to
stock options exercisable within 60 days). The remaining
participants do not beneficially own, individually or in the
aggregate, in excess of 1% of Great Western's equity securities.
