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 logo]
March 24, 1997
TO THE INVESTOR AND ANALYST COMMUNITY:
In its effort to cloud the relative merits of the Ahmanson and Washington Mutual
proposals to merge with Great Western, Washington Mutual has manufactured the
empty claim that under our proposal, Ahmanson's capital adequacy would fall into
question. This is not true, and Washington Mutual offers no specifics to back
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up its allegations.
- -------------------
In an Ahmanson-Great Western merger, capital adequacy is not a concern. On a
pro forma basis, the combined Ahmanson and Great Western entity would
significantly exceed the standards for 'well-capitalized' status.
In our March 19th release, we were very specific on this subject:
"Ahmanson's savings and loan subsidiary, Home Savings of America,
significantly exceeds the standard for 'well-capitalized' status -- the
highest regulatory capital status -- both today and in projections for a
merger with Great Western. Home's capital will be managed to a level of
5.3 percent core capital.
"Although Ahmanson, as a savings and loan holding company, is not subject
to any regulatory capital requirements, Ahmanson has managed its core
capital in its projections to 4.9 percent, a sound level and one that is
acceptable to both regulators and rating agencies. Ahmanson is rated
'investment grade' by credit agencies, and would continue to be rated
'investment grade' after a merger with Great Western on a pro forma
basis."
To further make sure that you have all the information necessary on this
subject, please find attached a table that clearly lays out, step-by-step, the
assumptions we used to arrive at our conclusion concerning the projected capital
adequacy of the combined Ahmanson and Great Western entity.
As always, we are available to you to answer any questions you may have as you
conduct your analyses.
Sincerely,
/s/ Kevin M. Twomey
Chief Financial Officer
<PAGE>
THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES
OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED; (C)
AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES EXPECTED TO
BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING
STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD
LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1)
EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR
REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED
MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL
CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER
NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING
BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY
CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE
ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL
RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY AHMANSON
WITH THE SECURITIES AND EXCHANGE COMMISSION, ("COMMISSION"), INCLUDING A
REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18,
1997, AS AMENDED, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN.
<PAGE>
H.F. AHMANSON (AHM)
RECONCILIATION OF EQUITY AND SHARES
PURCHASE OF GWF - 1.20 EXCHANGE RATIO
<TABLE>
<CAPTION>
1997
----------------------------------------------------
($ and shares in millions, 12/31/96- Acquisition 9/30/97- 12/31/96- Post Acq
except per share data) 09/30/97 Adjmnts 12/31/97 12/31/97 1998 1999 Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RECONCILIATION OF SHARES
- ------------------------
Beginning Shares O/S 102.153 97.728 270.984 102.153 257.434 245.953
Issues 0.375 173.256 0.250 173.881 12.319 0.500 13.069
Repurchases 4.800 13.800 18.600 23.800 17.000 54.600
--------- --------- --------- --------- --------- ---------
Ending Shares O/S 97.728 270.984 257.434 257.434 245.953 229.453
Average Shares O/S 99.941 264.209 141.008 251.693 237.703
Common Stock Equivalents 0.978 0.978 0.978 0.978 0.978
--------- --------- --------- --------- ---------
Average Shares Primary EPS 100.919 265.187 141.986 252.672 238.681
FD Share Equivalents 11.870 11.870 11.870 8.903 0.000
--------- --------- --------- --------- ---------
Average Shares FD EPS 112.789 277.057 153.856 261.574 238.681
========= ========= ========= ========= =========
RECONCILIATION OF EARNINGS
- --------------------------
AHM Earnings Avail to Common $ 248 $ 89 $ 337 $ 357 $ 367
GWF Earnings Avail to Common - 104 104 434 468
--------- --------- --------- --------- ---------
Pro Forma Standalone Earnings 248 194 442 791 835
Revenue Enhancements - 3 3 23 32
Cost Savings - 25 25 207 288
Other - 1 1 (14) (28)
Amortization (net new) - (47) (47) (188) (188)
--------- --------- --------- --------- ---------
Projected GAAP Earnings $ 248 $ 175 $ 423 $ 819 $ 938
========= ========= ========= ========= =========
Intangible Amortization 12 57 68 226 226
--------- --------- --------- --------- ---------
Projected Cash Earnings $ 260 $ 231 $ 491 $ 1,045 $ 1,164
========= ========= ========= ========= =========
Reported EPS $ 2.20 $0.63 $ 2.75 $ 3.13 $ 3.93
Cash EPS $ 2.30 $0.83 $ 3.19 $ 3.99 $ 4.88
EQUITY RECONCILIATION
- ---------------------
Begin Common Equity $ 1,951 $ 2,059 $ 8,954 $ 1,951 $ 8,405 $ 8,134
+ Issuances 10 6,894 8 6,912 304 15 $ 327
- Repurchases 181 - 564 745 1,165 1,016 2,744
+ Net Income Avail to Common 271 - 64 335 807 938
- Dividends 67 - 57 123 216 202
+ Unrealized gains and losses 74 - - 74 - -
--------- --------- --------- --------- --------- ---------
Ending Common Equity $ 2,059 $ 8,954 $ 8,405 $ 8,405 $ 8,134 $ 7,870
Preferred + MIPs 631 1,196 1,131 1,131 1,093 1,093
--------- --------- --------- --------- --------- ---------
Total Equity $ 2,690 $10,150 $ 9,535 $ 9,535 $ 9,228 $ 8,963
========= ========= ========= ========= ========= =========
Avg Issuance Price $ 27.43 $ 30.62 $ 24.67 $ 30.12 $ 24.99
Avg Repurchase Price $ 37.63* $ 40.88 $ 48.93 $ 59.74 $ 50.26
Repurchase Price to Cash EPS 12.25x 12.25x 12.25x 12.25x
CAPITAL RATIO CALCULATIONS
- --------------------------
Total Assets $48,854 $96,929 $96,082 $95,773 $94,770
Intangibles 288 5,323 5,259 5,006 4,752
--------- --------- --------- --------- ---------
Tangible Assets 48,566 91,607 90,823 90,767 90,017
Intangibles (net of tax) $ 173 $ 5,043 $ 5,018 $ 4,754 $ 4,499
GAAP Tangible Common Equity Ratio 3.88% 4.27% 3.73% 3.72% 3.74%
GAAP Tangible Equity + MIPs Ratio 5.18% 5.57% 4.97% 4.93% 4.96%
Regulatory Core Capital Ratio 4.90% 5.31% 4.90% 4.90% 4.90%
- Consolidated
Regulatory Core Capital Ratio 5.20% 5.30% 5.30% 5.30% 5.30%
- Bank
</TABLE>
* Includes 2.2 million shares repurchased in January 1997 at actual repurchase
price. For the remainder of this period, assumes shares repurchased at an
average price of 12.25 times cash earnings per share.
<PAGE>
SHARES OF GREAT WESTERN FINANCIAL 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 a
date to be announced (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 are
also soliciting consents from stockholders of GWF to approve proposals, without
a stockholders' meeting, to adopt non-binding resolutions of stockholders and
amendments 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. Schulte, 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), Madeleine
A. Kleiner (Senior Executive Vice President, Chief Administrative Officer and
General Counsel), Anne-Drue M. Anderson (Executive Vice President and
Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); and the following Nominees: Lawrence A. Del
Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow.
As of March 21, 1997, Ahmanson is the beneficial owner of 2,344,800 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.
Other than set forth herein, as of March 21, 1997, 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 March 21, 1997, CSFB held a net long
position of 5,443 shares of GWF common stock and Montgomery held no 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 who may participate in this solicitation or the
Nominees named above has any interest, direct or indirect, by security holdings
or otherwise, in GWF.
