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>
GREAT WESTERN STOCKHOLDERS
JOIN WITH YOUR FELLOW VOTERS
TO PRESERVE YOUR OPTIONS
[graphic: check mark] VOTE FOR MAXIMIZING STOCKHOLDER VALUE
[graphic: check mark] VOTE FOR SOUND CORPORATE GOVERNANCE
[graphic: check mark] VOTE FOR AHMANSON'S CONSENT PROPOSALS
Stockholders are STRONGLY SUPPORTING Ahmanson's consent proposals
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Our estimates show that MORE THAN 80 PERCENT of the voted Great Western
common shares support the Ahmanson consent solicitation, based on the
returns to date.
NINETEEN OF THE TWENTY largest Great Western stockholders have voted FOR
or have indicated a vote FOR Ahmanson's consent proposals.
JOIN YOUR FELLOW STOCKHOLDERS WHO ARE SUPPORTING AHMANSON'S CONSENT PROPOSALS BY
PROMPTLY VOTING THE WHITE AHMANSON CONSENT CARD. In fact, stockholders have
every right to change their vote by executing a later dated consent or
revocation prior to the time valid consents representing more than 50 percent of
the outstanding shares are presented to the company.
DO NOT DELAY. ACT TODAY.
Great Western stockholders have everything to gain and nothing to lose by voting
FOR the Ahmanson consent proposals:
* A vote FOR Ahmanson's proposals is a vote to maximize stockholder
value.
* A vote FOR Ahmanson's proposals is a vote for fair negotiations with
all bidders, not just Washington Mutual.
* A vote FOR Ahmanson's proposals is a vote to require Great Western
to hold its annual meeting on time.
Waiting until June to vote on a Washington Mutual-Great Western merger simply is
NOT an acceptable alternative.
PLEASE MARK, SIGN, DATE AND RETURN THE WHITE CONSENT CARD
BY OVERNIGHT MAIL OR FACSIMILE TODAY.
H. F. AHMANSON & COMPANY
===================================IMPORTANT===================================
Do not delay! Vote the WHITE consent card today. If you have any questions or
need assistance in completing the WHITE consent card, please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
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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 28, 1997, Ahmanson is the beneficial owner of 2,784,100
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.
Other than set forth herein, as of March 28, 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 26, 1997, CSFB held a net long
position of 6,224 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.
