SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / 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)
H. F. AHMANSON & COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road
Irwindale, California 91706
(818) 814-7922
FOR IMMEDIATE RELEASE Contacts:
Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
H.F. AHMANSON COMMITTED TO PURSUING MERGER PROPOSAL
IRWINDALE, CA, February 25, 1997 -- In response to
Great Western Financial Corporation's (NYSE:GWF) announcements
today concerning the Ahmanson merger proposal, H.F. Ahmanson &
Company (NYSE:AHM) today issued the following statement:
"A combination of Great Western with Ahmanson
represents the best opportunity for our respective organizations,
shareholders, customers and communities, and we are committed to
pursuing that outcome.
"The only party limiting shareholders' options is Great
Western, and it has done so repeatedly through manipulations of
its corporate by-laws, postponement of its annual meeting, and
opposition to our consent solicitation. The delay caused by
these self-serving tactics is destructive to shareholder value
and to the best interests of Great Western employees. The
suggestion that the shareholder meeting, which is not scheduled
for 56 days, needs to be postponed so that shareholders can
obtain further information is a coercive effort to preclude Great
Western's shareholders, the true owners of the Company, from
exercising their legal rights.
"Great Western's statement concerning `additional
information' is double-speak and disingenuous. It has not
requested any additional information from us concerning our
merger proposal, and it knows full well from our public
statements that additional information with respect to our
proposed combination can only come from Great Western entering a
good faith negotiation with us.
-more-
<PAGE>
"Great Western should cease its delays, listen to the
message its investors are sending about our proposal, and
commence discussions with us immediately. For our part, H.F.
Ahmanson & Company is committed to the merger proposal and to
pursuing the actions we have initiated in that regard."
H.F. Ahmanson & Company, with assets of nearly $50
billion, is the parent company of Home Savings of America, one of
the nation's largest full-service consumer banks.
SHARES OF GREAT WESTERN CORPORATION ("GWF") COMMON STOCK HELD BY
H.F. AHMANSON & COMPANY ("AHMANSON"), ITS DIRECTORS AND EXECUTIVE
OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR CONSENTS,
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF
Ahmanson and certain other persons named below may
solicit proxies (a) to elect three nominees and one or more
alternate nominees (the "Nominees") as directors of GWF at the
annual meeting of stockholders of GWF to be held on April 22,
1997 (the "Annual Meeting") and (b) in favor of the adoption at
the Annual Meeting of a non-binding stockholder resolution and
seven proposals to amend the By-laws of GWF. Ahmanson and
certain other persons named below may also solicit consents from
stockholders of GWF to approve proposals, without a stockholders'
meeting, to adopt a non-binding resolution of stockholders and an
amendment to the By-laws of GWF. The participants in this
solicitation may include Ahmanson; the directors of Ahmanson
(Byron Allumbaugh, Harold A. Black, Richard M. Bressler, David R.
Carpenter, Phillip D. Matthews, Richard L. Nolan, Delia M. Reyes,
Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders,
Arthur W. Schmutz, William D. Shulte, and Bruce G. Willison); the
following executive officers and employees of Ahmanson or its
subsidiaries: Kevin M. Twomey (Senior Executive Vice President
and Chief Financial Officer), Anne-Drue M. Anderson (Executive
Vice President and Treasurer), Madeleine A. Kleiner (Senior
Executive Vice President and General Counsel), Stephen Swartz
(Senior Vice President and Director of Investor Relations), Eric
Warmstein (Senior Vice President and Director of Corporate
Development), Mary Trigg (Senior Vice President and Director of
Public Relations), Linda McCall (Senior Vice President and
Director of Corporate Taxes), Adrian Rodriguez (Vice President of
Public Relations), Samantha Davies (Vice President of Public
Relations), Peter Bennett (Assistant Vice President of Public
Relations), Barbara Timmer (Senior Vice President and Director of
Government and Legislative Affairs), and Tim Glassett (First Vice
President and Assistant General Counsel); and the following
Nominees: Lawrence A. Del Santo, Robert T. Gelber, Wolfgang
Schoellkopf, Hugh M. Grant and John E. Merow.
As of the date of this communication, Ahmanson is the
beneficial owner of 100 shares of GWF Common Stock. Other than
Mr. Gelber, who owns 332 shares of GWF Common Stock, none of the
Nominees is the beneficial owner of any GWF Common Stock.
<PAGE>
Other than set forth herein, as of the date of this
communication, neither Ahmanson nor any of its directors,
executive officers or other representatives or employees of
Ahmanson, any Nominees or other persons known to Ahmanson, who
may solicit proxies has any security holdings in GWF. Ahmanson
disclaims beneficial ownership of any securities of GWF held by
any pension plan or other employee benefit plan of Ahmanson or by
any affiliate of Ahmanson. Ahmanson further disclaims beneficial
ownership of any securities of GWF held by Ahmanson or any of its
subsidiaries for the benefit of third parties or in customer or
fiduciary accounts in the ordinary course of business.
Although Credit Suisse First Boston Corporation
("CSFB") and Montgomery Securities ("Montgomery"), financial
advisors to Ahmanson, do not admit that they or any of their
directors, officers, employees or affiliates are a "participant,"
as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission,
or that such Schedule 14A requires the disclosure of certain
information concerning CSFB or Montgomery, CSFB and Montgomery
may assist Ahmanson in such a solicitation. Each of CSFB and
Montgomery engages in a full range of investment banking,
securities trading, market-making and brokerage services for
institutional and individual clients. In the normal course of
their respective businesses, each of CSFB and Montgomery may
trade securities of GWF for their own account and the account of
their customers and, accordingly, may at any time hold a long or
short position in such securities. As of the most recent
practicable date prior to the date hereof as such information was
available, CSFB holds a net 24 shares of GWF common stock and
Montgomery does not hold any shares of GWF common stock.
Except as disclosed above, to the knowledge of
Ahmanson, none of Ahmanson, the directors or executive officers
of Ahmanson, the employees or other representatives of Ahmanson
or the Nominees named above has any interest, direct or indirect,
by security holdings or otherwise, in GWF.
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