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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:
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H. F. AHMANSON & COMPANY
4900 Rivergrade Road
Irwindale, California 91706 HOME SAVINGS OF AMERICA
(818) 814-7922 SAVINGS OF AMERICA NEWS
FOR IMMEDIATE RELEASE CONTACTS:
- ---------------------
MEDIA: MARY TRIGG
(818) 814-7922
INVESTOR: STEVE SWARTZ
(818) 814-7986
AHMANSON DELIVERS CONSENTS TO REQUIRE
GREAT WESTERN TO HOLD ANNUAL MEETING BY MAY 6 AND
TO ADOPT TWO ADDITIONAL PROPOSALS
IRWINDALE, CA, April 9, 1997 -- H.F. Ahmanson & Company (NYSE:AHM) today
announced that it has delivered consents representing more than the requisite
majority of the outstanding common shares of Great Western Financial
Corporation (NYSE:GWF) necessary to adopt three of its five consent proposals,
including pivotal proposal number three requiring Great Western to hold its
annual meeting by May 6.
Ahmanson also delivered a majority of consents on proposal number four,
which provides that Great Western cannot adjourn any meeting at which a quorum
is present unless all business properly brought before it has been acted upon
by stockholders; and proposal number five, which provides that the Great
Western Board cannot amend any by-law amendment adopted pursuant to Ahmanson's
consent solicitation without the prior approval of a majority of Great Western
stockholders.
Ahmanson stated, "This vote clearly demonstrates that stockholders want
the Great Western Board to act in accordance with good corporate governance
and establish a level playing field for the two merger proposals. We urge the
Great Western Board to respect the clearly expressed views of its
stockholders, schedule its annual meeting promptly, and enter into discussions
with Ahmanson.
"We call upon Great Western stockholders to continue to support our
consent proposals in order to help ensure that Ahmanson's merger proposal is
put on a level playing field so that stockholder value in Great Western can be
maximized. Great Western stockholders who have not yet voted on the revised
second white consent card should do so now."
Under Delaware law, a consent proposal is adopted when valid, unrevoked
consents representing a majority of outstanding common shares are delivered to
the company.
Ahmanson added that Great Western stockholders are entitled to revoke
consents previously delivered on any of the consent proposals for which
Ahmanson has not already delivered unrevoked consents representing a majority
of the outstanding shares.
H.F. Ahmanson & Company, with nearly $50 billion in assets, is the parent
company of Home Savings of America, one of the nation's largest full-service
consumer banks.
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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 April 8, 1997, Ahmanson is the beneficial owner of 3,134,100 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 April 8, 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 April 8, 1997, CSFB held a net
long position of 5,443 shares of GWF common stock and Montgomery held no
shares of GWF common stock.
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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.
