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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender to Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 8)
GREAT WESTERN FINANCIAL CORPORATION
(Name of Subject Company ([Issuer])
H.F. AHMANSON & COMPANY
(Bidder)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
MADELEINE A. KLEINER
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
H. F. AHMANSON & COMPANY
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(818) 960-6311
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
H. RODGIN COHEN
ALAN J. SINSHEIMER
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
99.(a)(16) Letter dated May 31, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: June 2, 1997 H. F. AHMANSON & COMPANY
/s/ Tim S. Glassett
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By: Tim S. Glassett
First Vice President and
Assistant General Counsel
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EXHIBIT 99(a)(16)
[LOGO OF H. F. AHMANSON & COMPANY]
May 31, 1997
Dear Great Western Stockholder:
For months, the Great Western Board of Directors has committed itself to
driving away H. F. Ahmanson & Company and has remained exclusively committed to
a single bidder. Just think for a moment what value the market would assign
Ahmanson's offer if, instead, Great Western had directors who were committed to
treating all bidders equally in order to maximize stockholder value.
YOU SHOULD NOT ALLOW THE GREAT WESTERN BOARD TO PREVENT YOU FROM MAXIMIZING
THE VALUE OF YOUR INVESTMENT WHEN YOU HAVE THE OPPORTUNITY FOR A BETTER MERGER.
AHMANSON-GREAT WESTERN
THE BETTER MERGER WITH LESS RISK
The Ahmason offer reflects a simple, credible and proven formula of in-market
cost savings and share repurchases for achieving its projected merger benefits.
The proposed transaction the Great Western Board wants you to support relies
heavily on the unproven and unprecedented:
. The Great Western Board's proposed transaction relies on unprecedented
projected revenue enhancements which would expose stockholders to
greater interest rate risk by sharply increasing long term mortgage
loans funded with wholesale deposits.
. Through an acquisition of Great Western, Washington Mutual will increase
its size by 400% in less than one year--another virtually unprecedented
feat.
THE BETTER MERGER WITH A SUPERIOR MARKET SHARE AND FRANCHISE
The Ahmanson offer would create a market leader focused on densely populated
markets.
The proposed transaction the Great Western Board wants you to support would
create a smaller institution positioned to serve far fewer customers per branch
than would be served by Ahmanson.
. In California, Ahmanson-Great Western would have a 44% greater market
share than Washington Mutual-Great Western.
. In Florida, Ahmanson-Great Western would have a 57% greater market share
than Washington Mutual-Great Western.
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THE BETTER MERGER WITH NO TIMING DELAYS
Ahmanson's application for regulatory approval from the Office of Thrift
Supervision has been deemed complete, and we expect that Ahmanson's offer can
close promptly following stockholder rejection of the Great Western-Washington
Mutual merger proposal.
THE AHMANSON ALTERNATIVE: THREE SIMPLE STEPS
There is a simple, direct path for you--the true owners of Great Western--to
act in YOUR BEST INTERESTS and MAXIMIZE THE VALUE of your investment in Great
Western:
Step 1: Vote the WHITE proxy card FOR the slate of directors committed to
the maximization of stockholder value.
Step 2: Vote the PINK proxy card AGAINST the Great Western Board's proposed
merger with Washington Mutual when you receive it with Ahmanson's proxy
materials.
Step 3: Tender your Great Western shares into Ahmanson's Exchange Offer
when it commences.
Thank you for your support.
Sincerely,
/s/ Charles R. Rinehart
Charles R. Rinehart
Chairman and Chief Executive Officer
If you have any further questions, please call:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
