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
AHMANSON ANNOUNCES INTENT TO COMMENCE
EXCHANGE OFFER FOR GREAT WESTERN
IRWINDALE, CA, May 12, 1997 -- H. F. Ahmanson & Company (NYSE:AHM) today
announced that it intends to commence an exchange offer for all outstanding
shares of Great Western Financial Corporation (NYSE:GWF) thereby enabling Great
Western stockholders to directly express their views on the merits of the
Ahmanson merger proposal. Accordingly, Ahmanson is proceeding to file with the
Securities and Exchange Commission (SEC) documents relating to an exchange offer
for all outstanding shares of Great Western Financial and intends to commence
such an exchange offer as soon as the SEC declares effective the exchange offer
registration statement.
As a result of Ahmanson's exchange offer, Great Western stockholders will
be able to tender their shares at the exchange ratio set forth in Ahmanson's
March 17 proposal. Under those terms, as of the close of market last Friday,
Ahmanson would exchange 1.2 shares of its common stock for each share of Great
Western common stock, representing an implied value of $ 47.25 per share.
Chairman and Chief Executive Officer Charles R. Rinehart stated,
"Ahmanson's decision to move to the exchange offer gives Great Western
stockholders an opportunity to express their support for our merger proposal. We
are confident that our offer represents superior value for Great Western
stockholders.
"We have no doubt that our proposed merger creates a more efficient
institution with a far stronger market position than a Great Western-Washington
Mutual combination. Despite all this, the Great Western Board has repeatedly
refused to discuss our proposal, has obfuscated the facts and issues concerning
our proposal, and has established a record of disregard of the will and well-
being of its stockholders.
Under the terms of the exchange offer, Great Western stockholders will
receive, tax-free, not less than 1.10 and not more than 1.20 common shares of
Ahmanson for each common share of Great Western. The exchange ratio will be
fixed within that range by dividing $50 by the average closing price of Ahmanson
common stock during the 20 trading day period ending on the third trading day
preceding the expiration date of the offer, or as otherwise agreed in connection
with entering into a merger agreement with Great Western.
Ahmanson anticipates that its exchange offer will be subject to customary
conditions. Those conditions and the expiration date of the exchange offer will
be announced at the time the offer is commenced.
Ahmanson stated that it expects the contemplated timing of its proposed
transaction to remain unaffected by the exchange offer. Ahmanson further stated
that it expects that if the holders of a majority of Great Western shares do not
support the Washington Mutual proposed merger that the Great Western directors
would be compelled by their fiduciary duty to deactivate the Great Western
"poison pill" once a majority of the outstanding shares are tendered.
H. F. Ahmanson & Company, with more than $48 billion in assets, is the
parent company of Home Savings of America, one of the nation's largest full-
service consumer banks.
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 May 9, 1997, Ahmanson is the beneficial owner of 3,560,500 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 May 9, 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 May 7, 1997, CSFB held a net short
position of 4,276 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.
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