As filed with the Securities and Exchange Commission on June 2, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 9
To
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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GREAT WESTERN
FINANCIAL CORPORATION
(Name of Subject Company)
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Person Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Including the accompanying Preferred Stock Purchase Rights)
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
------------------------------------
J. Lance Erikson, Esq.
Executive Vice President, Secretary and General Counsel
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
(818) 775-3411
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
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Copy to:
Peter Allan Atkins, Esq.
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 through Amendment No. 8 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 47: Newspaper Advertisement, dated June 2, 1997.
Exhibit 48: Press Release issued by Great Western, dated June 2, 1997.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
GREAT WESTERN FINANCIAL CORPORATION
By: /s/ J. Lance Erikson
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel
Dated: June 2, 1997
Exhibit 47
To All Great Western Stockholders:
READ WHAT THE EXPERTS ARE SAYING
ABOUT WASHINGTON MUTUAL
AND GREAT WESTERN...
"Washington Mutual's reputation for growth through acquisition remained
intact with the definitive agreement to acquire Great Western. The combined
companies will have a combined balance sheet that will be well capitalized
with strong credit quality, strong revenue enhancement opportunities in
both spread and fee income, and continued cost take-out opportunities."
First Call, Piper Jaffray: Steven R. Schroll, May 14, 1997.
"A combined WAMU-Great Western would be well positioned to compete with
BankAmerica and Wells Fargo throughout the west and is likely to produce
high returns and strong earnings growth into the next century. . . .The
value likely to be created from the combination should be substantial."
First Call, Bear Stearns: David Hochstim, May 14, 1997.
"[W]e believe that Washington Mutual will produce faster EPS growth than
Ahmanson. . . Ahmanson's management is committed to a strategy that
de-emphasizes the mortgage and gives rise to balance-sheet shrinkage and
share repurchase that, in our view, represents a suboptiomal use of
capital."
Bernstein Research, Sanford Bernstein: Jonathan E. Gray, May 2, 1997.
"WAMU still has the advantage of a friendly merger agreement and the
ability to complete the transaction almost immediately following the vote."
First Call, Alex. Brown: Joseph K. Morford III, May 14, 1997.
PROTECT YOUR INVESTMENT.
VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
GREAT WESTERN/WASHINGTON MUTUAL -
SUPERIOR MERGER. . .SUPERIOR PARTNER. . .SUPERIOR VALUE
[Great Western Logo]
June 2, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call
(212) 440-9800.
Permission for use of analysts' quotes was sought and granted.
Exhibit 48
[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
June 2, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN CORRECTS AHMANSON'S MISREPRESENTATION OF STATUS
OF WASHINGTON MUTUAL'S APPLICATION TO OTS
CHATSWORTH, Calif. - Great Western Financial Corporation (NYSE: GWF), in
the following statement, corrects Ahmanson's misrepresentation of the
status of Washington Mutual's application to the Office of Thrift
Supervision (OTS):
"Great Western is confident that Washington Mutual is on track for a
successful conclusion to the OTS application process later this month.
Ahmanson has again attempted to create a regulatory 'red herring' in an
effort to mislead stockholders concerning the timing and condition of
Washington Mutual's application. Great Western states unequivocally and
categorically that Ahmanson's multiple holding company issue has no basis
in fact or in law."
With assets of $42.9 billion, Great Western Financial Corporation is a
diversified financial services company operating more than 1,150 mortgage
lending, retail banking, and consumer finance offices nationwide. Great
Western's principal subsidiary, Great Western Bank, is a mortgage-oriented
consumer bank with banking branch networks in California and Florida.
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