<PAGE>
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 Party other than the Registrant [X]
Check the appropriate box:
[X]Preliminary Proxy Statement [_]Confidential, for Use of the
[_]Definitive Proxy Statement Commission Only (as permitted
[_]Definitive Additional Materials by Rule 14a-6(e)(2))
[_]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,
IF OTHER THAN THE REGISTRANT)
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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(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>
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 8, 1997
[LETTERHEAD OF AHMANSON]
May [ ], 1997
Dear Great Western Financial Corporation Stockholder:
At your 1997 Annual Meeting, you will have the opportunity to decide between
two slates of directors to fill 3 of the 11 Great Western board seats:
. One slate, proposed by Ahmanson, is not committed to any specific merger
proposal, but to equal treatment for any company that has made a bona
fide proposal to Great Western and to the best value for Great Western
stockholders. These individuals, none of whom is a director, officer or
employee of Ahmanson, have committed that they will act on behalf of all
of the Great Western stockholders and not at the direction of Ahmanson.
. The second slate, proposed by the incumbent Great Western directors (all
but one of whom have substantial loans at preferential rates from Great
Western), is committed to a proposed merger with Washington Mutual and
refuses to engage in discussions with or provide information to H. F.
Ahmanson & Company. They take this position despite the fact that
Ahmanson made a proposal with a higher market value (based on all
closing stock prices since April 8, 1997) than the Washington Mutual
proposal.
Even if the Ahmanson nominees are elected, the incumbent Great Western
directors will continue to constitute a majority of the board of directors.
The Ahmanson nominees will, however, attempt to persuade the board to treat
all merger proposals on the same basis if they believe that such an approach
maximizes stockholder value.
BACKGROUND
On February 17, 1997, Ahmanson submitted a written proposal to Great Western
Financial Corporation for a tax-free merger of the two companies in which each
outstanding share of Great Western Common Stock would be converted into 1.05
shares of Ahmanson Common Stock. Great Western refused to enter into any
discussions with Ahmanson about its proposal. Instead, Great Western
negotiated with Washington Mutual and one other party and, on March 6, 1997,
announced that it had entered into a merger agreement with Washington Mutual.
On March 17, 1997, Ahmanson enhanced its offer to Great Western stockholders.
Although the market value of the enhanced Ahmanson merger proposal is superior
to that of the Washington Mutual proposal, Great Western continues to refuse
to engage in any discussions with Ahmanson.
AHMANSON'S ENHANCED MERGER PROPOSAL
Under our enhanced proposal, Great Western stockholders would receive, tax-
free, at least 1.10 and as much as 1.20 shares of Ahmanson Common Stock for
each share of Great Western Common Stock. The exact exchange ratio would be
determined by dividing $50 by the average closing price of Ahmanson Common
Stock during the 20 trading days preceding approval of the merger by the
Office of Thrift Supervision, subject to a minimum ratio of 1.10 (which would
apply when such average closing price is $45.45 or above) and a maximum ratio
of 1.20 (which would apply when such average closing price is $41.67 or
below).
. Based on the closing price of the Ahmanson Common Stock on May , 1997
(and assuming the average closing price of the Ahmanson Common Stock
during the averaging period referred to above is equal to such May ,
1997 closing price), Ahmanson's proposal would result in an exchange
ratio of 1.20 and an implied market value of $ . THIS REPRESENTS A
PREMIUM OF $ PER GREAT WESTERN SHARE ($[ ] IN THE AGGREGATE),
OR %, OVER THE IMPLIED MARKET VALUE OF THE WASHINGTON MUTUAL PROPOSAL
ON SUCH DATE.
<PAGE>
Despite the extraordinary economic benefits to the stockholders of Great
Western that would accrue from Ahmanson's enhanced merger proposal, Great
Western's current Board of Directors has continued its refusal to enter into
negotiations or even discussions with Ahmanson, and has withheld material
information from Ahmanson that it has supplied to Washington Mutual.
IT'S TIME FOR A BOARD THAT LISTENS TO ITS STOCKHOLDERS
AND PUTS BOTH PROPOSALS ON A LEVEL PLAYING FIELD
In order to ensure that a decision on Ahmanson's enhanced merger proposal is
made on the merits by Directors committed to you, the true owners of Great
Western, and that all bidders receive similar treatment, your proxy is being
solicited to replace three of the four current Class II Directors of Great
Western at Great Western's 1997 annual meeting of stockholders.
. The Ahmanson nominees are not committed to any particular proposal;
instead the Ahmanson nominees favor putting all proposals on a level
playing field and pursuing whichever merger proposal will maximize
stockholder value.
. These nominees have agreed that as directors they will act "on behalf of
all of the stockholders of [Great Western] . . . and will in no way be
controlled by or acting at the direction of Ahmanson." Accordingly, if
an independent third party makes an offer, the nominees will evaluate
that offer on the basis of its benefits for all the stockholders of
Great Western and without regard to its impact on Ahmanson. Ahmanson has
agreed to make a contribution of $15,000 to charity on behalf of each
Ahmanson nominee and to indemnify each Ahmanson nominee for various
liabilities.
SEND A CLEAR MESSAGE TO THE GREAT WESTERN BOARD OF DIRECTORS THAT YOU WANT A
DIFFERENT, BALANCED APPROACH--VOTE YOUR WHITE ANNUAL MEETING PROXY CARD FOR
EACH OF THE AHMANSON NOMINEES AND FOR APPROVAL OF THE AHMANSON PROPOSALS.
Great Western has announced that its annual meeting will be held on June 13,
1997, with a record date of May 9, 1997. Only stockholders of record on the
record date for the annual meeting may vote in connection with the
accompanying Proxy Statement.
In fairness to other stockholders, even if you sell your shares of Great
Western Common Stock after the record date, you are urged to grant your proxy
pursuant to the enclosed WHITE proxy card with respect to all of the shares of
Great Western Common Stock that were held by you as of the record date. Your
failure to vote may adversely affect those who continue to be stockholders
<PAGE>
If you have any questions concerning the accompanying Proxy Statement or the
procedures to be followed to deliver a proxy, please contact MacKenzie
Partners, Inc. at (212) 929-5500 (bankers and brokers call collect) or (800)
322-2885 (all others call toll-free).
PLEASE READ THE ACCOMPANYING PROXY STATEMENT CAREFULLY. YOUR VOTE AND PROMPT
ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR PROXY BY MARKING, SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD AS SOON AS POSSIBLE.
We appreciate your support on these important matters.
Sincerely,
/s/ Charles R. Rinehart
_____________________________________
Charles R. Rinehart
Chairman and Chief
Executive Officer
<PAGE>
YOUR PROXY IS IMPORTANT
Only stockholders of record on the record date for the annual meeting are
entitled to give their proxy. Thus:
1. If your shares of Great Western Common Stock are held in your own name,
please mark, sign, date and return the enclosed WHITE proxy card in the
-----
postage-paid envelope provided.
2. If your shares of Great Western Common Stock are held in the name of a
brokerage firm, bank, nominee or other institution, only it can vote
with respect to your shares of Great Western Common Stock and only upon
receipt of your specific instructions. Accordingly, you should contact
the person responsible for your account and give a WHITE proxy card to
-----
be signed representing the shares of Great Western Common Stock
beneficially owned by you. You are urged to ensure that the record
holder of your shares of Great Western Common Stock marks, signs, dates
and returns the enclosed WHITE proxy card as soon as possible.
-----
3. You are further urged to confirm in writing any instructions given to
your broker or bank and provide a copy of those instructions to H.F.
Ahmanson & Company in care of MacKenzie Partners, Inc. so that Ahmanson
may also attempt to ensure that such instructions are followed.
If you have any questions or require any assistance in completing your
proxy, 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
<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 8, 1997
1997 ANNUAL MEETING OF STOCKHOLDERS
OF
GREAT WESTERN FINANCIAL CORPORATION
----------------
PROXY STATEMENT
OF
H. F. AHMANSON & COMPANY
----------------
This Proxy Statement and the accompanying WHITE Annual Meeting proxy card
are furnished in connection with the solicitation of proxies by H.F. Ahmanson
& Company ("Ahmanson"), to be used at the 1997 Annual Meeting of Stockholders
of Great Western Financial Corporation ("GWF") and any adjournments,
postponements or reschedulings thereof (the "Annual Meeting").
Ahmanson conducts its principal business operations through Home Savings of
America, FSB, a federally chartered savings bank ("Home Savings"). Based on
deposits, Home Savings was at December 31, 1996 the third largest depository
institution in California and the 17th largest in the United States.
On February 17, 1997, Ahmanson submitted a written proposal to GWF for a
tax-free merger of the two companies (the "Original Proposal") pursuant to
which each outstanding share of GWF Common Stock (a "GWF Share") would be
converted into 1.05 shares of Ahmanson Common Stock. GWF refused to enter into
any discussions with Ahmanson about the Original Proposal. Instead, on March
6, 1997, GWF announced that it had entered into a merger agreement with
Washington Mutual, Inc. ("WaMu") providing for a tax-free merger pursuant to
which each outstanding GWF Share would be converted into 0.90 shares of WaMu
Common Stock. On March 17, 1997, Ahmanson submitted an enhanced proposal (the
"Ahmanson Merger Proposal") to GWF for a merger of the two companies (the
"Proposed Merger") pursuant to which each outstanding GWF Share would be
converted into between 1.10 and 1.20 shares of Ahmanson Common Stock. The
exact exchange ratio (the "Exchange Ratio") would be determined by dividing
$50 by the average closing price of Ahmanson Common Stock on the New York
Stock Exchange (the "NYSE") during the 20 trading days preceding approval of
the merger by the Office of Thrift Supervision (the "OTS") (such 20-day
period, the "Averaging Period"), subject to a minimum ratio of 1.10 (which
would apply when such average closing price is $45.45 or above) and a maximum
ratio of 1.20 (which would apply when such average closing price is $41.67 or
below).
Based on the closing price of the Ahmanson Common Stock on May , 1997 (and
assuming the average closing price of the Ahmanson Common Stock on the NYSE
during the Averaging Period is equal to such May , 1997 closing price), the
Ahmanson Merger Proposal would result in an Exchange Ratio of 1.20 and an
implied market value of $ per GWF Share. THIS REPRESENTS A PREMIUM OF
$ PER GWF SHARE ($[ ] IN THE AGGREGATE), OR %, OVER THE IMPLIED
MARKET VALUE OF THE WAMU PROPOSAL ON SUCH DATE. Changes in the market price of
the Ahmanson Common Stock before the effective time of the merger would affect
the number of shares or the market value of Ahmanson Common Stock to be
received in the Proposed Merger in exchange for GWF Shares.
<PAGE>
The following table sets forth the Exchange Ratio and implied market value
per GWF Share that would result from the Ahmanson Merger Proposal over a range
of market prices for Ahmanson Common Stock from $32.00 to $46.00 per share
(assuming for each indicated market price of Ahmanson Common Stock that the
average closing price of Ahmanson Common Stock during the Averaging Period is
equal to such market price):
<TABLE>
<CAPTION>
MARKET PRICE IMPLIED MARKET
PER SHARE OF VALUE OF AHMANSON
AHMANSON EXCHANGE MERGER PROPOSAL
COMMON STOCK RATIO PER GWF SHARE
------------ -------- -----------------
<S> <C> <C>
$32.00 1.200 $38.40
33.00 1.200 39.60
34.00 1.200 40.80
35.00 1.200 42.00
36.00 1.200 43.20
37.00 1.200 44.40
38.00 1.200 45.60
39.00 1.200 46.80
40.00 1.200 48.00
41.00 1.200 49.20
41.67 1.200 50.00
42.00 1.190 50.00
43.00 1.163 50.00
44.00 1.136 50.00
45.00 1.111 50.00
45.45 1.100 50.00
46.00 1.100 50.60
</TABLE>
Ahmanson also believes the Ahmanson Merger Proposal offers greater value to
GWF stockholders than WaMu's proposal over the longer term. Ahmanson believes
that an Ahmanson/GWF merger can generate, through cost savings and revenue
enhancements, considerably greater reported and cash earnings per GWF Share
than a WaMu/GWF merger because Ahmanson, as well as a number of independent
analysts, believes that WaMu's estimates of cost savings and revenue
enhancements are unrealistic.
Accordingly, Ahmanson believes that the GWF Directors have a fiduciary duty
to commence merger negotiations with Ahmanson, as permitted by the GWF/WaMu
merger agreement. The GWF/WaMu merger agreement permits GWF directors and
management to participate in discussions or negotiations with third parties
relating to acquisition proposals, without triggering a right of termination or
the imposition of break-up fees under the agreement, if GWF's board of
directors, after consulting its financial and legal advisers, "determined in
good faith that the failure to do so would create a reasonable possibility of a
breach of the fiduciary duties of [GWF's] board of directors." To date, GWF has
not given Ahmanson an opportunity to enter into any discussions or negotiations
concerning a business combination between Ahmanson and GWF.
2
<PAGE>
Ahmanson believes that the current members of the GWF Board (who
collectively own beneficially less than 1.5% and appear to actually own less
than 0.4% of the GWF Common Stock) should not deprive GWF's stockholders of
the opportunity to consider the Ahmanson Merger Proposal and any other bona
fide and concrete merger proposals. GWF has characterized the incumbent GWF
directors as "independent". However, all but one of these directors have very
large home mortgage loans from Great Western Bank, ranging in amount from over
$500,000 to almost $2,500,000, at highly preferential interest rates which
represent a discount of approximately one-third from market rates. Ahmanson
announced on March 17, 1997 (the day it announced the Original Proposal) that
it had determined to nominate three individuals (the "Ahmanson Nominees"),
each of whom is independent of (and not affiliated with or controlled by)
Ahmanson, to serve as directors of GWF. Ahmanson has agreed to make a
contribution of $15,000 to charity on behalf of each Ahmanson Nominee and, as
discussed in more detail below, has agreed to indemnify the Ahmanson Nominees.
The Ahmanson Nominees have agreed that as directors they will act "on behalf
of all of the stockholders of [GWF] . . . and will in no way be controlled by
or acting at the direction of Ahmanson." They have committed to seek to
convince the other GWF directors to pursue merger proposals with a view to
maximizing stockholder value. In particular, the Ahmanson Nominees have
committed to seek to convince the other GWF directors to consider the Ahmanson
Proposal and all other bona fide and concrete proposals to merge with GWF and,
subject to their fiduciary duties, actively pursue the proposal that they
conclude maximizes value for GWF's stockholders. Any such proposal would, of
course, then be subject, among other things, to stockholder and regulatory
approval.
In light of the agreement of the Ahmanson Nominees to act on behalf of all
of the GWF stockholders and the fiduciary duties that they will owe to GWF
stockholders, Ahmanson would expect that the Ahmanson Nominees (a) would seek
to conduct negotiations and discussions with any company that makes a bona
fide proposal and support whichever proposal provides the best value to GWF
stockholders, whether that proposal is made by WaMu, Ahmanson or a third
party, and (b) would support the solicitation of offers by other parties if
they determine that doing so is in the best interests of the GWF stockholders
and would support the removal of any barriers to a sale that are likely to
reduce the value to be received by the GWF stockholders. Any such actions to
be taken by the Ahmanson Nominees would be subject to the provisions of the
GWF/WaMu merger agreement, which require that certain actions to facilitate
merger proposals from third parties be taken only after a determination by the
GWF Board that the failure to take such actions would create a reasonable
possibility of a breach of its fiduciary duties.
In addition, Ahmanson has introduced five proposals to amend the current By-
laws of GWF (the "Ahmanson By-law Amendments") for consideration at the Annual
Meeting.
A VOTE FOR THE AHMANSON NOMINEES AND THE AHMANSON BY-LAW AMENDMENTS WILL
ENABLE YOU--AS THE OWNERS OF GWF--TO SEND A CLEAR MESSAGE TO THE GWF BOARD
THAT YOU FAVOR A MERGER PROCESS DESIGNED TO TREAT ALL BIDDERS EQUALLY AND
THEREBY TO MAXIMIZE STOCKHOLDER VALUE.
AHMANSON URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE ANNUAL
MEETING PROXY CARD TO VOTE FOR THE ELECTION OF THE AHMANSON NOMINEES AND FOR
THE AHMANSON BY-LAW AMENDMENTS.
AHMANSON URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY GWF. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A SUBSEQUENTLY DATED PROXY CARD FOR THE ANNUAL MEETING TO
AHMANSON, C/O MACKENZIE PARTNERS, INC. (THE "AGENT"), OR TO THE SECRETARY OF
GWF, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES"
BELOW.
3
<PAGE>
GWF has scheduled its Annual Meeting for June 13, 1997, with a record date
for shares entitled to vote of May 9, 1997 (the "Record Date"). Stockholders
of record at the close of business on the Record Date will be entitled to one
vote at the Annual Meeting for each GWF Share held on the Record Date. As of
the date of this Proxy Statement, there were approximately 137,885,310 GWF
Shares issued and outstanding. Ahmanson holds an aggregate of 3,560,500 GWF
Shares, which represents approximately 2.6% of the GWF Shares outstanding.
Ahmanson intends to vote such GWF Shares for the election of the Ahmanson
Nominees and for the Ahmanson By-Law Amendments. Ahmanson may purchase
additional GWF Shares at any time through open market purchases, privately
negotiated transactions or otherwise, subject to market conditions, available
funds and other circumstances. Without prior approval of the OTS, however,
Ahmanson may not purchase additional GWF Shares if as a result Ahmanson would
own 5% or more of the outstanding GWF Shares.
----------------
This Proxy Statement and the WHITE Annual Meeting proxy card are first being
furnished to GWF stockholders on or about May [ ], 1997. The principal
executive offices of Great Western Financial Corporation are located at 9200
Oakdale Avenue, Chatsworth, California 91311.
YOUR PROXY IS IMPORTANT
Only stockholders of record on the record date for the Annual Meeting are
entitled to give their proxy. Thus:
1. If your shares of Great Western Common Stock are held in your own name,
please mark, sign, date and return the enclosed WHITE proxy card in the
postage-paid envelope provided.
2. If your shares of Great Western Common Stock are held in the name of a
brokerage firm, bank, nominee or other institution, only it can vote
with respect to your shares of Great Western Common Stock and only upon
receipt of your specific instructions. Accordingly, you should contact
the person responsible for your account and give instructions for a
WHITE proxy card to be signed representing the shares of Great Western
Common Stock beneficially owned by you. You are urged to ensure that the
record holder of your shares of Great Western Common Stock marks, signs,
dates and returns the enclosed WHITE proxy card as soon as possible.
3. You are further urged to confirm in writing any instructions given to
your broker or bank and provide a copy of those instructions to H. F.
Ahmanson & Company in care of MacKenzie Partners, Inc. so that Ahmanson
may also attempt to ensure that such instructions are followed.
If you have any questions or require any assistance in completing your
proxy, please call:
[LOGO OF MACKENZIE PARTNERS, INC.]
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE: (800) 322-2885
4
<PAGE>
THE AHMANSON NOMINEES FAVOR PURSUING A
MERGER TO MAXIMIZE STOCKHOLDER VALUE
On a number of occasions prior to 1996, the current and predecessor chief
executive officers of Ahmanson and GWF have informally discussed the
possibility of a merger of the two companies, although no agreements,
arrangements or understandings resulted from such discussions. These
discussions took place against the background of a rapidly changing banking
industry undergoing substantial consolidation, primarily as a result of
increased competition and a need to reduce costs through economies of scale.
In addition, Ahmanson believes that in recent years, the two companies have
been pursuing compatible business strategies. Both Ahmanson and GWF have
initiated a change in focus away from the traditional business of savings
institutions toward consumer banking services and fee-based income. In
addition, both companies have pursued a strategy of branch acquisitions in
selected "core" markets and branch divestitures in non-core markets.
In light of the foregoing, on February 17, 1997, Charles R. Rinehart,
Chairman of the Board and Chief Executive Officer of Ahmanson, contacted John
F. Maher, President and Chief Executive Officer, of GWF and delivered to him a
written proposal for a tax-free merger of the two companies pursuant to which
each outstanding GWF Share would be converted into 1.05 shares of Ahmanson
Common Stock. GWF did not respond to this proposal and did not hold any
discussions with Ahmanson, but entered into negotiations with WaMu and one
other party. On March 5, 1997, GWF entered into a merger agreement with WaMu
providing for a tax-free merger pursuant to which each outstanding share of
GWF Common Stock would be converted into 0.90 shares of WaMu Common Stock.
On March 17, 1997, Ahmanson submitted the Ahmanson Merger Proposal, which is
described on the cover page of this Proxy Statement. Based on the closing
price of the Ahmanson Common Stock on May , 1997 (and assuming the average
closing price of the Ahmanson Common Stock on the NYSE during the Averaging
Period is equal to such May , 1997 closing price), the Ahmanson Merger
Proposal would result in an Exchange Ratio of 1.20 and an implied market value
of $ per GWF Share. This represents a premium of $ per GWF Share, or
%, over the implied market value of the WaMu proposal on such date. Changes
in the market price of Ahmanson Common Stock before the effective time of the
merger would affect the number of shares or the market value of Ahmanson
Common Stock to be received in the Proposed Merger in exchange for GWF Shares.
Ahmanson believes that the Proposed Merger represents a unique and
compelling opportunity to enhance value for stockholders of both Ahmanson and
GWF, allowing the combined company to realize substantial cost savings while
enhancing its competitive position in its major markets, generating enhanced
revenues and providing improved services and products to its customers. Based
on the advice of Sullivan & Cromwell, special counsel to Ahmanson, Ahmanson
believes that it will be able to obtain the regulatory approvals required for
the Proposed Merger on a timely basis and without imposition of any condition
that would have a material adverse effect on the combined company.
Accordingly, Ahmanson believes that the GWF Directors have a fiduciary duty
to commence merger negotiations with Ahmanson, as permitted by the GWF/WaMu
merger agreement. To date, GWF has not given Ahmanson an opportunity to enter
into any discussions or negotiations concerning a business combination between
Ahmanson and GWF.
5
<PAGE>
Ahmanson believes that the GWF Board (who collectively own beneficially
less than 1.5% and appear to actually own less than 0.4% of the GWF Common
Stock) should not deprive GWF's stockholders of the opportunity to consider
the Ahmanson Proposal along with the proposed GWF/WaMu merger and any other
bona fide and concrete merger proposals. GWF has characterized the incumbent
GWF directors as "independent". However, all but one of these directors have
very large home mortgage loans from Great Western Bank, ranging in amount from
over $500,000 to almost $2,500,000, at highly preferential interest rates
which represent a discount of approximately one-third from market rates.
Ahmanson announced on March 17, 1997 (the day it announced the Original
Proposal) that it had determined to nominate three individuals, each of whom
is independent of (and not affiliated with or controlled by) Ahmanson, to
serve as directors of GWF. The Ahmanson Nominees have agreed that as directors
they will act "on behalf of all of the stockholders of [GWF] . . . and will in
no way be controlled by or acting at the direction of Ahmanson." They have
committed to seek to convince the other GWF directors to pursue merger
proposals with a view to maximizing stockholder value. In particular, the
Ahmanson Nominees have committed to seek to convince the other GWF directors
to consider the Ahmanson Merger Proposal and all other bona fide and concrete
proposals to merge with GWF and, subject to their fiduciary duties, actively
pursue the proposal that they conclude maximizes value for GWF's stockholders.
Any such proposal would, of course, then be subject, among other things, to
stockholder and regulatory approval. In light of the agreement of the Ahmanson
Nominees to act on behalf of all of the GWF stockholders and the fiduciary
duties that they will owe to GWF stockholders, Ahmanson would expect that the
Ahmanson Nominees (a) would seek to conduct negotiations and discussions with
any company that makes a bona fide proposal and support whichever proposal
provides the best value to GWF stockholders, whether that proposal is made by
WaMu, Ahmanson or a third party, and (b) would support the solicitation of
offers by other parties if they determine that doing so is in the best
interests of the GWF stockholders and would support the removal of any
barriers to a sale that are likely to reduce the value to be received by the
GWF stockholders. Any such actions to be taken by the Ahmanson Nominees would
be subject to the provisions of the GWF/WaMu merger agreement, which require
that certain actions to facilitate merger proposals from third parties be
taken only after a determination by the GWF Board that the failure to take
such actions would create a reasonable possibility of a breach of its
fiduciary duties.
If the Ahmanson Nominees are elected, the Ahmanson Nominees will constitute
a minority of the eleven member GWF Board and, therefore, the Ahmanson
Nominees would not, without the support of other members of the GWF Board, be
able to take action to terminate the GWF/WaMu merger agreement or cause GWF to
enter into a merger agreement with Ahmanson or any other third party. If
adopted, however, the Ahmanson By-law Amendments would, among other things,
ensure that the Ahmanson Nominees are consulted on certain actions by the GWF
Board that could make a merger with or an acquisition of GWF more difficult or
more expensive or would favor one potential acquiror over another.
In addition, Ahmanson is soliciting your proxy in support of the Ahmanson
By-law Amendments, which are intended to promote and protect the stockholders'
role in pursuing a transaction that would maximize stockholder value for GWF
stockholders.
Prior to the mailing of this Proxy Statement, Ahmanson conducted a
solicitation of written consents from GWF stockholders to various proposals. A
description of these proposals and a summary of the results of the consent
solicitation are set forth in Annex A hereto.
6
<PAGE>
I. ELECTION OF CLASS II DIRECTORS
According to publicly available information, GWF currently has eleven
Directors, divided into three classes having staggered terms of three years
each. The terms of the four incumbent Class II Directors, John V. Giovenco,
Firmin A. Gryp, James F. Montgomery and Alberta E. Siegel, will expire at the
Annual Meeting.
Ahmanson believes that election of the Ahmanson Nominees represents the best
means for GWF stockholders to express their support for a merger process
designed to treat all bidders equally and thereby to maximize stockholder
value. The Ahmanson Nominees have agreed that as directors they will act "on
behalf of all of the stockholders of [GWF] . . . and will in no way be
controlled by or acting at the direction of Ahmanson." They have committed to
seek to convince the other GWF directors to pursue merger proposals with a
view to maximizing stockholder value.
Since March 17, 1997, when Ahmanson submitted its enhanced merger proposal
to the GWF Board of Directors, GWF has not given Ahmanson an opportunity to
enter into any discussions or negotiations concerning a business combination
between Ahmanson and GWF. In addition, the GWF Board has refused to give
Ahmanson access to the same information that GWF made available to WaMu and to
other prospective acquirors after Ahmanson submitted its Original Proposal.
The Ahmanson Nominees have committed to seek to convince the other GWF
directors to consider the Ahmanson Merger Proposal and all other bona fide and
concrete proposals to merge with GWF, as permitted by the GWF/WaMu Merger
Agreement, and, subject to their fiduciary duties, actively pursue the
proposal that they conclude maximizes value for GWF's stockholders. Ahmanson
expects that, if elected, the Ahmanson Nominees would also seek to convince
the other GWF directors to "level the playing field" between WaMu and Ahmanson
and any other proponent of a business combination with GWF by providing all
parties an equal opportunity to engage in discussions with and receive
information from GWF management. Any proposal finally accepted by the GWF
Board of Directors would, of course, then be subject, among other things, to
stockholder and regulatory approval. The election of the Ahmanson Nominees
would enable you, as the owners of GWF, to send a clear message to the GWF
Board that you demand a fair process that will favor whichever merger proposal
will maximize stockholder value and that you oppose actions that thwart GWF
stockholders' ability to select the most favorable proposal. Ahmanson believes
that the current members of the GWF Board (who collectively own beneficially
less than 1.5% and appear to actually own less than 1% of the GWF common
stock) should not deprive GWF's stockholders of the opportunity to consider
the Ahmanson Merger Proposal and other merger proposals.
Ahmanson proposes that the GWF stockholders elect the Ahmanson Nominees to
fill three of the four Class II Director positions of GWF up for election at
the Annual Meeting. With regard to the fourth Director position of GWF up for
election, a blank write-in space has been provided for you to select such
Director from among the nominees of the incumbent GWF Board. However, should
you not write in a nominee for the fourth Director, this will not affect your
vote for the Ahmanson Nominees. Ahmanson's nomination of three, rather than
four, nominees for the four directorships to be filled at the Annual Meeting
is intended to avoid a presumption of control under regulations of the OTS.
Under those regulations, Ahmanson would generally not be permitted to obtain
proxies representing 25% or more of the outstanding GWF Shares to elect one-
third or more of the directors on the GWF Board without obtaining prior OTS
approval or a rebuttal of a control presumption under OTS regulations.
The Ahmanson Nominees are listed below and have furnished the following
information concerning their principal occupations or employment and certain
other matters. Each Ahmanson Nominee, if elected, would hold office until the
2000 Annual Meeting of Stockholders and until a successor has been elected and
qualified or until the earlier of his death, resignation or removal. Although
Ahmanson has no reason to believe that any of the Ahmanson Nominees will be
unable to serve as a director, if any one or more of the Ahmanson Nominees
shall not be available for election, the persons named on the WHITE Annual
Meeting proxy card have agreed to vote for the election of such other nominees
as may be proposed by Ahmanson. Should GWF purport to increase the number of
directors to be elected at the Annual Meeting, it is the current intention of
Ahmanson to propose additional nominees for such directorships. At such time,
Ahmanson would supplement this Proxy Statement to provide additional
information regarding those nominees.
7
<PAGE>
AHMANSON NOMINEES FOR CLASS II DIRECTORS:
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
-------------------------- ---------------------------------------------
<S> <C>
Lawrence A. Del Santo, 63........ Mr. Del Santo is currently retired. From 1994 until his
1115 Busch Garden Court retirement in 1997, Mr. Del Santo was Chairman and
Pasadena, CA 91105 Chief Executive Officer of The Vons Companies, Inc.
Previously, he was Chairman and Chief Executive Officer
of Lucky Stores ("Lucky") and after the American Stores
Company acquisition of Lucky, he became Senior
Executive Vice President and Chief Operating Officer--
Food for American Stores Company in 1993. He currently
serves on the board of directors of California Business
Roundtable, Los Angeles Area Chamber of Commerce, Food
Marketing Institute, Criminal Justice Legal Foundation,
Los Angeles Business Advisors and Super Valu Stores,
Inc. Additionally, he is a member of the Board of
Trustees of the University of San Francisco and the
Tomas Rivera Center.
Robert T. Gelber, 61............. Mr. Gelber is currently retired. Before his retirement,
Gibson, Dunn & Crutcher LLP Mr. Gelber was a partner at Gibson, Dunn & Crutcher
333 South Grand Avenue LLP, where he was co-head of the firm's Financial
Los Angeles, CA 90071 Institutions Practice Group. Mr. Gelber joined Gibson,
Dunn & Crutcher LLP in 1960 after graduation from
Harvard Law School.
Wolfgang Schoellkopf, 64......... Mr. Schoellkopf is currently retired. From 1990 until
800 Fifth Avenue his retirement in 1996, Mr. Schoellkopf was Vice
New York, NY 10021 Chairman and Chief Financial Officer of First Fidelity
Bancorporation. Mr. Schoellkopf currently serves on the
boards of directors of Great Lakes Reinsurance
Corporation, the Inner-City Scholarship Fund and
Marymount University.
</TABLE>
Ahmanson has agreed to make a cash contribution of $15,000 on behalf of each
Ahmanson Nominee to a charitable organization designated by each Ahmanson
Nominee for agreeing to be named as a nominee in this Proxy Statement and
agreeing to stand for election as a director of GWF and has agreed to
reimburse each Ahmanson Nominee for out-of-pocket expenses incurred in
connection with the proxy solicitation. In addition, Ahmanson has agreed,
without regard to any actual or alleged fault on the part of the Ahmanson
Nominee, to hold harmless and indemnify each Ahmanson Nominee, to the fullest
extent permitted by applicable law, from and against any and all expenses,
liabilities, damages or losses of any kind arising out of or relating to any
threatened or filed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including an action by or in the right of
GWF), asserted against or incurred by the Ahmanson Nominee as a result of such
Ahmanson Nominee's involvement in this proxy solicitation or such Ahmanson
Nominee's role as a director of GWF (except to the extent such Ahmanson
Nominee is covered in full by GWF's indemnification obligations); provided,
however, that such indemnification and expense reimbursement shall not apply
to any actions or omissions to act by the Ahmanson Nominee after the date 20
days after the Ahmanson Nominee has been notified that Ahmanson has abandoned
the Ahmanson Proposal. In addition, it is anticipated that each Ahmanson
Nominee, if elected, would be entitled to receive director's fees consistent
with GWF's past practices. According to GWF's preliminary Proxy Statement,
dated April 15, 1997, for the Annual Meeting, non-employee directors of GWF
are paid an annual retainer for board service of $25,000, and an attendance
fee of $1,800 and $1,000 for each board and committee meeting attended,
respectively. Directors are also reimbursed for any expenses incurred in
connection with attendance at regular or special meetings of the board or any
of its committees.
None of the Ahmanson Nominees is a director, officer or employee of Ahmanson
or has any contractual relationship with Ahmanson other than his nominee
agreement with Ahmanson, which is described above. Except as disclosed in this
Proxy Statement, to the best knowledge of Ahmanson, none of the Ahmanson
Nominees or their associates have any arrangement or understandings with any
person (1) with respect to any
8
<PAGE>
future employment by GWF or its affiliates or (2) with respect to future
transactions to which GWF or any of its affiliates will or may be a party, nor
any material interest, direct or indirect, in any transaction that has
occurred since January 1, 1996 or any currently proposed transaction, or
series of similar transactions, in which GWF or any of its affiliates was or
is to be a party and in which the amount involved exceeds $60,000. Certain
Ahmanson Nominees may also be directors or officers of other companies and
organizations that have engaged in transactions with GWF or its subsidiaries
in the ordinary course of business since January 1, 1996, but Ahmanson
believes that the interest of such Ahmanson Nominees in such transactions is
not of material significance. Mr. Gelber receives retirement benefits from
Gibson, Dunn & Crutcher LLP, the amount of which is dependent on that firm's
net income. Gibson, Dunn & Crutcher LLP has represented Ahmanson from time to
time in various matters. None of the Ahmanson Nominees has any other interest
in any transactions with Ahmanson or its affiliates. In light of the agreement
of the Ahmanson Nominees to act on behalf of all of the GWF stockholders and
the fiduciary duties that they will owe to GWF stockholders, Ahmanson would
expect that the Ahmanson Nominees (a) would seek to conduct negotiations and
discussions with any company that makes a bona fide proposal and support
whichever proposal provides the best value to GWF stockholders, whether that
proposal is made by WaMu, Ahmanson or a third party, and (b) would support the
solicitation of offers by other parties if they determine that doing so is in
the best interests of the GWF stockholders and would support the removal of
any barriers to a sale that are likely to reduce the value to be received by
the GWF stockholders. All such actions would be taken by the Ahmanson Nominees
as permitted by, and in accordance with, the GWF/WaMu merger agreement as
discussed above.
Elections of directors at the Annual Meeting require the affirmative vote of
a majority of the GWF Shares represented in person or by proxy at the meeting
and entitled to vote on the election of directors, assuming a quorum is
present or otherwise represented at the Annual Meeting. Thus, assuming a
quorum is present, the four nominees receiving the greatest number of votes
will be elected to serve as Class II Directors. Non-voted shares with respect
to the election of directors will not affect the outcome of the election of
directors. Should you choose not to write-in a nominee for the fourth Director
up for election, that will result in a non-voted share with regard to that
fourth Director. Ahmanson is NOT seeking authority to vote for and WILL NOT
exercise any authority to vote for any of GWF's nominees for Director except
as you may indicate in the write-in space. There is no assurance that any GWF
nominee will serve if elected with the Ahmanson Nominees. The names,
background and qualifications of GWF's nominees for the four Director
positions are contained in GWF's proxy materials for the Annual Meeting. The
proxies accompanying this Proxy Statement cannot be voted for more than four
nominees (e.g., three Ahmanson Nominees and a nominee of the incumbent GWF
Board).
The accompanying WHITE Annual Meeting proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You may vote FOR
the election of the Ahmanson Nominees as three of the four Class II Directors
of GWF or withhold authority to vote for the election of the Ahmanson Nominees
by marking the proper box on the WHITE Annual Meeting proxy card. You may also
withhold your vote from any of the Ahmanson Nominees by striking out the name
of such nominee on the WHITE Annual Meeting proxy card. If no marking is made,
you will be deemed to have given a direction to vote the GWF Shares
represented by the WHITE Annual Meeting proxy card FOR the election of all of
the Ahmanson Nominees provided that you have signed and dated the WHITE proxy
card. You may vote FOR the election of a fourth write-in nominee of the Class
II Directors from among the nominees of the incumbent GWF Board by writing in
that nominee's name in the space provided or abstain from voting for that
fourth directorship by leaving the space blank.
AHMANSON STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
AHMANSON NOMINEES.
II. PROPOSED BY-LAW AMENDMENTS
Ahmanson is soliciting your proxy in support of the Ahmanson By-law
Amendments which are intended to ensure that the Ahmanson Merger Proposal is
dealt with fairly and in accordance with sound principles of corporate
governance and that the views of the GWF stockholders and the Ahmanson
Nominees are considered
9
<PAGE>
by the entire GWF Board. The text of each of the Ahmanson By-law Amendments
and a summary of its effect is set forth below.
Amendment 1. Amend Section 3 of the By-laws of GWF by adding to the end
thereof the following paragraph:
"In addition, a special meeting of the stockholders of the Corporation
shall be called by the Secretary upon the written request, stating the
purpose of the meeting and the meeting date, of stockholders who together
own of record 10% or more of the stock of the Corporation having voting
power. The notice shall be mailed by the Secretary within 20 days following
receipt of such request. If the Secretary fails to call the special meeting
and mail the notice as required by the preceding sentence, a person
designated by the stockholders requesting the meeting shall have the power
to call the special meeting and mail such notice. At a special meeting
called at the request of stockholders, the meeting shall be presided over
by a person designated by the stockholders calling the meeting."
Amendment 1 would amend GWF's By-laws to allow holders of 10% of the GWF
Shares to call special meetings and provide that the designee of the
stockholders calling the meeting presides at the meeting. The calling of a
special meeting by stockholders could cause GWF to incur certain expenses and
administrative burdens that it would not otherwise incur under its existing
corporate governance arrangements, but Ahmanson believes that, in light of
GWF's refusal to deal evenhandedly with the Ahmanson Merger Proposal despite
the majority support of the GWF stockholders for a stockholder resolution
urging it to do so, the potential benefit to stockholders of increasing the
opportunities to express their views outweighs such burdens.
Amendment 2. Amend Section 12 of the By-laws of GWF by adding to the end
thereof (or, if Amendment 3 described below is adopted, by adding as the
penultimate paragraph) the following paragraph:
"No person may be chosen by the directors of the Corporation to fill any
vacancy on the board of directors, whether arising through death,
resignation or removal of a director, or through an increase in the number
of directors of any class, if such person was previously nominated as a
director and lost in an election by the stockholders of the Corporation."
Amendment 2 would amend GWF's By-laws to prohibit the GWF Board from filling
any vacancy on the GWF Board with any person who was previously nominated as a
Director and lost in an election. The effect of Amendment 2 is to prevent the
GWF Board from reinstalling a person whom the stockholders have affirmatively
voted out of office or not elected. Ahmanson recognizes that a vote for one
director-nominee is not necessarily intended as a vote against the alternative
nominee. However, this proposal would prevent the entrenchment of directors
who, although they may be qualified to serve as directors, have failed to
obtain the requisite support of stockholders.
Amendment 3. Amend Section 12 of the By-laws of GWF by adding to the end
thereof the following paragraph:
"Any slate of directors elected in opposition to the recommendation of
the incumbent board of directors shall be represented on an executive
committee of the board of directors of the Corporation, if one is created,
or on any other committee of the board that exercises powers that are
currently or would normally be exercised by such a committee or only by the
full board, including the power to review any merger proposal."
Amendment 3 would amend GWF's By-laws to ensure that, if any Ahmanson
Nominees are elected, at least one Ahmanson Nominee would be represented on an
executive committee of the GWF Board, if one is created, or on any other
committee of the GWF Board that exercises powers that are currently or would
normally be exercised by an executive committee or only by the full GWF Board,
including the power to review any merger proposal. The effect of Amendment 3
would be to prevent an executive or similar committee of the GWF Board from
taking actions without the knowledge of or input from an Ahmanson Nominee.
Ahmanson does recognize, however, that the intentional failure on the part of
one or more members of the board of directors of a corporation to provide
information to certain other members of the board could, under certain
circumstances, constitute a breach of fiduciary duty to the stockholders.
10
<PAGE>
Amendment 4. Amend Section 13 of the By-laws of GWF by inserting immediately
after the second sentence thereof the following two sentences:
"Notwithstanding the foregoing sentence, if any of the following actions
are to be considered by the board of directors at a meeting, notice must be
given which notice must specify that such actions are to be considered and
set forth appropriate details with respect thereto: any "Acquisition
Transaction" as hereinafter defined, amendment of the Rights Agreement
referred to in Section 24, adoption of any similar rights agreement,
amendment of the By-laws, or any other action that would preclude or make
more expensive or more difficult a merger with or acquisition of the
Corporation by any person that has made a bona fide proposal to merge with
or acquire the Corporation or that would favor one potential acquiror of
the Corporation over another acquiror. "Acquisition Transaction" means any
merger, consolidation or similar transaction involving, or any purchase of
all of or any substantial portion of the assets, deposits or any equity
securities of, the Corporation or any of its subsidiaries."
Amendment 4 would amend GWF's By-laws to provide that certain matters (e.g.,
acquisition transactions, amendment of the Rights Agreement, adoption of any
similar rights agreement, amendment of the By-laws, or any other action that
would preclude or make more expensive or more difficult a merger with or an
acquisition of GWF by any person that has made a bona fide and concrete
proposal to merge with or acquire GWF or would favor one potential acquiror
over another) can only be acted on by the GWF Board if those matters are
specifically described (with appropriate details) in a notice which must be
given for the GWF Board meeting. The effect of Amendment 4 would provide the
Ahmanson Nominees with advance notice of such actions. Because the Ahmanson
Nominees will have fiduciary duties to all stockholders, this does not mean
that Ahmanson will be privy to such information. This advance notice will
enable the Ahmanson Nominees to act in a prepared manner and receive any
necessary independent advice.
Amendment 5. Amend Section 25 of the By-laws of GWF by adding to the end
thereof the following sentence:
"In addition, none of the By-law provisions added or changed by vote of
stockholders at the 1997 annual meeting of stockholders of this Corporation
may be amended or repealed without the affirmative vote of the holders of a
majority of the stock of the Corporation having voting power."
Amendment 5 would amend GWF's By-laws to prevent the GWF Board from
subsequently amending any of the Ahmanson By-law Amendments adopted at the
1997 Annual Meeting of Stockholders unless it has the approval of a majority
vote of the GWF stockholders. The effect of Amendment 5 would ensure that the
GWF Board cannot circumvent the will of the stockholders by subsequently
amending or modifying the adopted Ahmanson By-law Amendments.
If the GWF Board and GWF stockholders approve the Proposed Merger and it is
consummated, Ahmanson expects that the by-laws of the combined company would
be the current by-laws of Ahmanson. Those by-laws do not contain the
provisions proposed by Amendments 1 through 5 above.
Adoption of the Ahmanson By-law Amendments requires the affirmative vote of
the holders of a majority of the GWF Shares represented in person or by proxy
and entitled to vote on the matter, assuming the presence of a quorum at the
Annual Meeting. With respect to abstentions, the GWF Shares will be considered
present at the Annual Meeting, but since they are not affirmative votes for
the Ahmanson By-law Amendments, they will have the same effect as votes
against the Ahmanson By-law Amendments. With respect to broker non-votes, the
GWF Shares will not be considered present at the Annual Meeting for purposes
of voting on the Ahmanson By-law Amendments. Consequently, broker non-votes
will not be counted with respect to the Ahmanson By-law Amendments, but they
will have the practical effect of reducing the number of affirmative votes
required to achieve a majority with respect to the Ahmanson By-law Amendments
by reducing the total number of GWF Shares from which the majority is
calculated.
11
<PAGE>
The accompanying WHITE Annual Meeting proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You may vote FOR
the Ahmanson By-law Amendments or against or abstain from voting for the
Ahmanson By-law Amendments by marking the proper box on the WHITE Annual
Meeting proxy card. If no marking is made, you will be deemed to have given a
direction to vote the GWF Shares represented by the WHITE Annual Meeting proxy
card FOR the Ahmanson By-law Amendments, provided that you have signed and
dated the proxy card.
AHMANSON STRONGLY RECOMMENDS A VOTE FOR THE AHMANSON BY-LAW AMENDMENTS.
III. OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Ahmanson is not aware of any other resolutions, matters or proposals to be
brought before the Annual Meeting except a non-binding stockholder resolution
requesting the GWF Board to undertake a review of customer confusion between
GWF's investment products and FDIC-insured products. Ahmanson is not seeking
authority and will not exercise any authority to vote on such stockholder
resolution (other than to vote its own GWF Shares). Should other resolutions,
matters or proposals be brought before the Annual Meeting, the persons named
on the WHITE Annual Meeting proxy card will abstain from voting on such other
resolutions, matters or proposals unless such other resolutions, matters or
proposals are inconsistent with the Ahmanson By-law Amendments set forth
herein, in which event such persons will vote on such other resolutions,
matters or proposals at their discretion. When voting on any proposed
adjournment, such persons named as proxies may vote for or against the
proposed adjournment at their discretion.
With respect to any such other matters that may be submitted to the GWF
stockholders for a vote, the affirmative vote of the holders of at least a
majority of the GWF Shares represented in person or by proxy at the Annual
Meeting and entitled to vote on the particular matter is required, assuming
the presence of a quorum at the Annual Meeting. With respect to abstentions,
the GWF Shares will be considered present at the Annual Meeting for such other
matters, but since they are not affirmative votes for such other matters, they
will have the same effect as votes against such other matters. With respect to
broker non-votes, the GWF Shares will not be considered present at the Annual
Meeting for purposes of voting on the such other matters. Consequently, broker
non-votes will not be counted with respect to such other matters, but they
will have the practical effect of reducing the number of affirmative votes
required to achieve a majority with respect to such other matters by reducing
the total number of GWF Shares from which the majority is calculated.
12
<PAGE>
H. F. AHMANSON & COMPANY
H. F. Ahmanson & Company, a Delaware corporation, conducts its principal
business operations through Home Savings, a federally chartered savings bank.
Although Home Savings has traditionally focused on deposit-taking and
residential real estate lending, Home Savings has changed its focus toward
becoming a full-service consumer and small business bank. Home Savings'
acquisition of 61 First Interstate Bank branches has accelerated Home Savings'
progress toward effecting this change.
At December 31, 1996, Ahmanson had total assets of $50 billion, deposits of
$35 billion and stockholders' equity of $2.4 billion. Based on deposits,
Ahmanson was at that time the third largest depository institution in
California and the 17th largest in the United States.
Ahmanson is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements,
reports and other information concerning Ahmanson can be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices in New York, 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60601, and copies of such material can be obtained from such
facilities and the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of such
reports, proxy statements and other information are also available from the
Commission over the Internet at http://www.sec.gov. In addition, such material
can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104, on which certain of Ahmanson's
securities are listed.
H. F. Ahmanson & Company has its principal executive offices at 4900
Rivergrade Road, Irwindale, California 91706, telephone number (818) 960-6311.
Certain information concerning the directors and executive officers of
Ahmanson and certain employees and other representatives of Ahmanson who may
also solicit proxies from stockholders is set forth in Schedule I. Certain
information concerning shares of GWF Common Stock held by Ahmanson, its
directors and executive officers and certain employees and other
representatives of Ahmanson who may also solicit proxies from stockholders,
and certain transactions between any of them and GWF, is set forth in Schedule
II.
PROXY PROCEDURES
In order for your views on the above-described director election and the
Ahmanson Proposals to be represented at the Annual Meeting, please mark, sign
and date the enclosed WHITE Annual Meeting proxy card and return it to
Ahmanson, c/o MacKenzie Partners, Inc., in the enclosed envelope in time to be
voted at the Annual Meeting. Execution of the WHITE Annual Meeting proxy card
will not affect your right to attend the Annual Meeting and to vote in person.
Any proxy may be revoked at any time prior to the Annual Meeting by delivering
a written notice of revocation or a later dated proxy for the Annual Meeting
to Ahmanson or to the Secretary of GWF, or by voting in person at the
particular meeting. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL
COUNT.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you are a GWF stockholder of record on the Record
Date, you will retain your voting rights for the Annual Meeting even if you
sell such GWF Shares after the Record Date. Accordingly, it is important that
you vote the GWF Shares held by you on the Record Date, or grant a proxy to
vote such GWF Shares on the WHITE Annual Meeting proxy card, even if you sell
such GWF Shares after the Record Date.
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If any of your GWF Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote such
GWF Shares and only upon receipt of your specific instructions. Accordingly,
please contact the person responsible for your account and instruct that
person to execute on your behalf the WHITE Annual Meeting proxy card.
OWNERSHIP OF GWF COMMON STOCK
Each share of GWF Common Stock is entitled to one vote, and the GWF Common
Stock is the only class of securities of GWF currently entitled to vote.
According to GWF's Form 10-K for the fiscal year ended December 31, 1996,
there were approximately 9,724 holders of record of shares of GWF Common Stock
as of December 31, 1996, and there were 137,885,310 shares of GWF Common Stock
outstanding as of March 31, 1997. Stockholders of GWF do not have cumulative
voting rights.
The following table sets forth the share ownership of (i) all persons who,
as of March 31, 1997, beneficially owned more than 5% of GWF's outstanding
shares of Common Stock known to GWF, as reported in GWF's preliminary Proxy
Statement, dated April 30, 1997, (ii) Ahmanson as of the date of this Proxy
Statement, and (iii) all directors and officers of GWF as a group as of March
31, 1997, as reported in GWF's preliminary Proxy Statement, dated April 30,
1997. There may have been material changes since that date.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK COMMON STOCK
- ------------------------------------ ----------------------- ------------
<S> <C> <C>
Wellington Management Company............. 8,771,730(1) 6.37%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Funds, Inc............... 8,236,786(2) 5.98%
100 Vanguard Boulevard
P.O. Box 2600
Malvern, Pennsylvania 19355
H.F. Ahmanson & Company................... 3,560,500 2.6%
4900 Rivergrade Road
Irwindale, CA 91706
All Directors and Executive Officers as a
Group.................................... 2,238,251(3) 1.62%
</TABLE>
- --------
(1) Wellington Management Company ("WMC") has reported that it is an
investment adviser and, as such, is considered beneficial owner in the
aggregate of the shares listed in the table. WMC has declared that it has
shared power to vote 53,902 of the shares and shared dispositive power
over all of the shares shown in the table. The shares shown in the table
for the Vanguard/Windsor Funds, Inc. are also included in the total amount
reported in the table for WMC.
(2) The Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has reported that it
is an investment company and, as such, is considered the beneficial owner
in the aggregate of the shares listed in the table. Vanguard/Windsor has
declared that it has sole power to vote or direct the vote and shared
power to dispose or to direct the disposition of the shares shown in the
table.
(3) The amount in the table includes options to purchase 2,013,991 shares
under employee stock options which are exercisable on or within 60 days of
May 9, 1997, and 1,219 shares held in trust under the Employee Savings
Incentive Plan with respect to which such persons have the right to direct
the vote.
For information relating to the ownership of GWF Shares by the current
directors and officers of GWF, see Schedule III hereto.
Although Ahmanson has included information concerning GWF in this Proxy
Statement (including Schedule III hereto) insofar as it is known or reasonably
available to Ahmanson, Ahmanson is not currently
14
<PAGE>
affiliated with GWF and GWF has not to date permitted access by Ahmanson to
GWF's books and records. Therefore, information concerning GWF which has not
been made public is not available to Ahmanson. Although Ahmanson has no
knowledge that would indicate that statements relating to GWF contained in
this Proxy Statement in reliance upon publicly available information are
inaccurate or incomplete, Ahmanson was not involved in the preparation of such
information and statements and, for the foregoing reasons, is not in a
position to verify any such information or statements.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegraph, telex, telecopier,
advertisement and in person. Solicitation may be made by directors, officers,
investor relations personnel and other regular employees of Ahmanson. No such
employees will receive additional compensation for such solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward the solicitation materials to the beneficial owners of
GWF Common Stock for which they hold of record and Ahmanson will reimburse
them for their reasonable out-of-pocket expenses.
In addition, Ahmanson has retained MacKenzie Partners, Inc. to assist and to
provide advisory services in connection with this Proxy Statement for which
MacKenzie Partners, Inc. will be paid a fee of not more than $250,000 and will
be reimbursed for reasonable out-of-pocket expenses. It is anticipated that
approximately 100 persons will be employed by MacKenzie Partners, Inc. to
solicit proxies. Ahmanson will indemnify MacKenzie Partners, Inc. against
certain liabilities and expenses in connection with the Proxy Statement,
including liabilities under the federal securities laws.
Credit Suisse First Boston Corporation ("CSFB") and Montgomery Securities
("Montgomery Securities") are providing certain financial advisory services to
Ahmanson in connection with, among other things, the Proposed Merger. Ahmanson
has agreed to pay each of CSFB and Montgomery Securities for its financial
advisory services an aggregate financial advisory fee of $9.0 million in the
case of CSFB and $7.0 in the case of Montgomery Securities. The fees are
payable as follows: (i) in the case of CSFB, (a) $1.5 million upon its
engagement, (b) $1.5 million upon public announcement by Ahmanson of its
intention to acquire GWF, (c) $1.5 million upon execution of a definitive
agreement relating to a merger of GWF and Ahmanson and (d) $4.5 million upon
consummation of a merger of GWF and Ahmanson, and (ii) in the case of
Montgomery Securities, (a) $0.5 million upon its engagement, (b) $0.5 million
upon public announcement by Ahmanson of its intention to acquire GWF, (c) $1.5
million upon execution of a definitive agreement relating to a merger of GWF
and Ahmanson and (d) $4.5 million upon consummation of a merger of GWF and
Ahmanson. Ahmanson has also agreed to reimburse each of CSFB and Montgomery
Securities for its reasonable out-of-pocket expenses, including the fees and
expenses of its legal counsel, incurred in furtherance of the financial
advisory services to be provided to Ahmanson in connection with its
engagement, and has agreed to indemnify each of CSFB and Montgomery Securities
and certain related persons and entities against certain liabilities and
expenses in connection with its engagement, including certain liabilities
under the federal securities laws. In connection with CSFB's and Montgomery
Securities' engagement as financial advisors, Ahmanson anticipates that
certain employees of each of CSFB and Montgomery Securities may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders for the purpose of assisting in
the proxy solicitation. CSFB and Montgomery Securities will not receive any
fee for or in connection with such solicitation activities apart from the fees
they are otherwise entitled to receive as described above.
The expenses related directly to the Proxy Statement are expected to
aggregate $1,950,000 and will be borne by Ahmanson. These expenses include any
fees and expenses for attorneys, public relations and financial advisers,
solicitors, advertising, printing, transportation, litigation and other costs
incidental to the solicitation, but exclude costs represented by salaries and
wages of regular employees and officers of Ahmanson and expenses related
primarily to the Proposed Merger. Of the above stated amount, approximately
$300,000 has been spent to date. Ahmanson does not intend to seek
reimbursement of its expenses related to the proxy solicitation from GWF
whether or not the proxy solicitation is successful.
Stockholder proposals will be eligible for consideration for inclusion in
GWF's Proxy Statement for the 1998 Annual Meeting of Stockholders if notice is
provided to the Secretary of GWF no later than 60 days nor more than 90 days
prior to the anniversary date of the 1997 Annual Meeting.
15
<PAGE>
If you have any questions concerning this Proxy Statement or the procedures
to be followed to execute and deliver a proxy, please contact MacKenzie
Partners, Inc. at the address or phone number specified below. YOUR PROXY AND
PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR PROXY BY MARKING,
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD AS SOON AS
POSSIBLE.
H. F. AHMANSON & COMPANY
May [ ], 1997
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Bankers and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
16
<PAGE>
ANNEX A
THE AHMANSON CONSENT SOLICITATION
Prior to the mailing of this Proxy Statement, Ahmanson conducted a
solicitation of written consents from GWF stockholders to proposals (a) urging
the GWF Board, among other things, to engage in discussions and negotiations
with Ahmanson or any other person making a bona fide and concrete merger
proposal (Consent Proposal 1), (b) urging the GWF Board not to grant excessive
lock-up arrangements that could deter a merger or similar transaction
maximizing stockholder value unless GWF stockholders approve the arrangement
(Consent Proposal 2), (c) requiring GWF to hold its annual meeting of
stockholders on the fourth Tuesday in April in each year, or on a date within
14 days thereof (Consent Proposal 3), (d) preventing the adjournment of any
meeting of stockholders at which a quorum is present unless all business
properly brought has been acted upon by the GWF stockholders (Consent Proposal
4) and (e) preventing the GWF Board from subsequently amending any of the by-
laws adopted pursuant to the Consent Solicitation unless it has the approval
of a majority of the GWF stockholders (Consent Proposal 5). Under the Delaware
General Corporation Law, stockholder action taken by written consent is
effective at the time that valid, unrevoked consents representing the number
of shares required to take the action are delivered to the corporation. Each
of Ahmanson's Consent Proposals required a majority of outstanding GWF Shares
for adoption.
On April 9, 1997, Ahmanson announced that it had delivered to GWF consents
to Consent Proposals 3, 4 and 5 that represented more than the requisite
majority of the outstanding GWF Shares. This announcement was based on
Ahmanson's calculations. The results were not certified at that time, however,
and Ahmanson could not have known with certainty at that time the exact number
of revocations of such consents that might have been delivered directly to GWF
by April 9. The adoption of Consent Proposals 3, 4 and 5 was certified on
April 28, 1997 by CT Corporation, the independent inspectors of election
appointed by GWF. However, in tabulating consents, CT Corporation counted as
valid a consent card representing an inadvertent double vote by a GWF
stockholder (who had requested that CT Corporation not consider the double
vote). Ahmanson had never relied on the double voted shares for its majority
of consents on the three Proposals, and Ahmanson formally requested the
inspectors to recertify the tabulation of consents, excluding any shares that
may have been double counted. On May 5, 1997, CT Corporation re-certified the
adoption of Consent Proposal 3 as of April 9, 1997 and reported preliminary
results indicating adoption of Consent Proposals 4 and 5 as of April 10, 1997.
GWF filed an action in Delaware court disputing CT Corporation's original
certification of the adoption of Proposals 3, 4 and 5 and has challenged CT
Corporation's subsequent preliminary report of results on Consent Proposals 4
and 5. Ahmanson is confident that GWF's litigation will not affect the
certified results on Consent Proposal 3 and that its challenges will not
materially alter the reported results on Consent Proposals 4 and 5.
On April 11, 1997, Ahmanson announced that it had delivered to GWF consents
to the adoption of Consent Proposal 1 that represented more than the requisite
majority of the outstanding GWF Shares. This announcement was based on
Ahmanson's calculations. The results have not been tabulated or certified by
CT Corporation, however, and Ahmanson could not have known with certainty on
April 11 the exact number of revocations of such consents that might have been
delivered directly to GWF by that date. CT Corporation has stated that it will
tabulate consents with respect to Consent Proposal 1 only if GWF instructs it
as to the record date for the stockholders entitled to give consents or
otherwise authorizes CT Corporation to tabulate. GWF claims that the record
date set by the GWF Board for the Consent Solicitation no longer applied to
Consent Proposal 1 after it was revised by Ahmanson on March 17, 1997 in
response to GWF's entering into a merger agreement with WaMu, and GWF is
unwilling to otherwise authorize CT Corporation to tabulate. However, based on
Ahmanson's review of the consent cards and revocations during the challenge
process relating to Consent Proposals 3, 4 and 5, Ahmanson is completely
confident that, if CT Corporation were permitted to tabulate the results, that
tabulation would show unrevoked consents representing the requisite majority
with respect to Consent Proposal 1 on April 11, 1997. Ahmanson has filed a
complaint in Delaware court which seeks an order declaring that the record
date for Consent Proposal 1 was March 13, 1997 and compelling a tabulation and
report of the consents delivered on Consent Proposal 1. Ahmanson's action is
still pending.
Consents representing the number of GWF Shares necessary to adopt Consent
Proposal 2 were never delivered and Ahmanson is no longer soliciting consents.
17
<PAGE>
The full text of each of the Consent Proposals is set forth below:
Consent Proposal 1: Adopt the following non-binding resolution:
"RESOLVED, that the stockholders of Great Western Financial Corporation
("Great Western") urge the Great Western Board of Directors (the "Great
Western Board"), if requested by H. F. Ahmanson & Company ("Ahmanson") or
any other person making a bona fide and concrete merger proposal, to
provide all nonpublic information given to Washington Mutual, Inc. to
Ahmanson or such other person and to participate in discussions and
negotiations with, and consider each and every bona fide and concrete
merger proposal made by, Ahmanson or such other person and otherwise to
facilitate any effort or attempt by Ahmanson or such other person to make
or implement a merger proposal in order to maximize stockholder value.
Furthermore, in evaluating any merger proposal, the Great Western Board
shall take into account the potential that the Great Western Stockholders
will receive a substantial portion of the value of the cost savings
resulting from a merger with Ahmanson or, if applicable, such other
person."
Consent Proposal 2: Adopt the following non-binding resolution:
"RESOLVED, that the stockholders of Great Western Financial Corporation
("Great Western") urge the Great Western Board of Directors (the "Great
Western Board") not to grant, without the prior approval of a majority of
the stockholders of Great Western having voting power, third party break-up
fees, stock options, "crown jewel" options or other lock-up arrangements in
connection with an "Acquisition Transaction" as hereinafter defined, unless
such agreement contains a provision ensuring that the aggregate value of
all such break-up fees, stock options, "crown jewel" options and other
lock-up arrangements can never exceed $100,000,000; "Acquisition
Transaction" means any merger, consolidation or similar transaction
involving, or any purchase of all or any substantial portion of the assets,
deposits or any equity securities of, Great Western or any of its
subsidiaries."
Consent Proposal 3: Amend Section 2 of the By-laws of GWF by replacing the
first sentence thereof with the following sentence:
"The annual meeting of the stockholders of the Corporation shall be held on
the fourth Tuesday in April in each year, or on a date within 14 days
thereof, at such time and place, within or without the State of Delaware,
as may be specified in the notice thereof, as shall be fixed by the Board
of Directors, for the purpose of electing directors and for the transaction
of only such other business as is properly brought before such meeting in
accordance with these by-laws."
Consent Proposal 4: Amend Section 6 of the By-laws of GWF by replacing the
first sentence thereof with the following three sentences:
"The holders of a majority of the stock of the Corporation having voting
power present in person or by proxy shall constitute a quorum. In the event
a quorum is not present, the presiding officer at the meeting or the
stockholders present, although less than a quorum, shall have the power to
adjourn or postpone such meeting from time to time without notice. In the
event that a quorum is present, the presiding officer shall not take any
action to adjourn such meeting until all business properly brought before
such meeting has been acted upon by the stockholders of the Corporation."
Consent Proposal 5: Amend the By-laws of GWF by adding a new Section 25
thereto which reads in its entirety as follows:
"Section 25. Neither this Section 25 nor any of the By-law provisions added
or changed by consent of stockholders as contemplated by the Consent
Statement dated March 3, 1997, provided by H. F. Ahmanson & Company, may be
amended or repealed without the affirmative vote of the holders of a
majority of the stock of the Corporation having voting power."
18
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF AHMANSON
AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
AHMANSON WHO MAY ALSO SOLICIT PROXIES
The following table sets forth the name, principal business address and the
present office or other principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is carried on, of the directors and executive officers
of Ahmanson and certain employees and other representatives of Ahmanson who
may also solicit proxies from stockholders of GWF. The Ahmanson Nominees named
on page 7 of this Proxy Statement may also solicit proxies from stockholders
of GWF.
DIRECTORS, EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
AHMANSON
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<S> <C>
Byron Allumbaugh................. Retired Chairman of the Board of Ralphs Grocery
620 Newport Center Drive Company, a Los Angeles-based supermarket company;
Suite 1100 director of El Paso Natural Gas Company and Ultramar
Newport Beach, CA 92660 Corp.
Harold A. Black.................. James F. Smith Professor of Financial Institutions at
Department of Finance the College of Business Administration at the
431 Stokely Management Center University of Tennessee, Knoxville
University of Tennessee,
Knoxville
Knoxville, TN 37996
Richard M. Bressler.............. Retired Chairman of the Board of Plum Creek Management
El Paso Natural Gas Company Company, a manufacturer of lumber and wood products,
999 Third Avenue, Suite 2300 and retired Chairman of the Board of El Paso Natural
Seattle, WA 98104 Gas Company, a natural resources company; director of
General Mills, Inc. and Rockwell International
Corporation
David R. Carpenter............... Retired Chairman and Chief Executive Officer of
The Darcy Company Transamerica Occidental Life Insurance Company and
3400 Riverside Drive Executive Vice President of the parent company,
Burbank, CA 91505 Transamerica Corporation; Chairman of UniHealth;
director of PacifiCare
Phillip D. Matthews.............. Chairman of the Board of Wolverine World Wide, Inc., a
Matthews, Mullaney & Company NYSE footwear company; Chairman and part owner of
70 South Lake Avenue, Suite 630 Reliable Company; director of Bell Sports and Panda
Pasadena, CA 91101 Management Company
Richard L. Nolan................. MBA Class of 1942 Professor of Business Administration
Graduate School of Business at the Graduate School of Business Administration at
Administration Harvard University; director of Xcellenet Inc.
Harvard University
Baker West 181
Soldiers Field
Boston, MA 02163
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<S> <C>
Delia M. Reyes................... President and Chief Executive Officer of Reyes
Reyes Consulting Group Consulting Group, a market research and consulting firm
14677 Midway Road, Suite 201
Dallas, TX 75244
Charles R. Rinehart.............. Chairman of the Board and Chief Executive Officer of
4900 Rivergrade Road Ahmanson; Chairman of the Board and Chief Executive
Irwindale, CA 91706 Officer of Home Savings of America, FSB
Frank M. Sanchez................. Owner and operator of eight McDonald's franchises;
5234 Via San Delano #1 director of the Los Angeles Chamber of Commerce,
Los Angeles, CA 90022 the Los Angeles Amateur Athletic Foundation, and
California State University at Los Angeles foundation
Elizabeth A. Sanders............. Business consultant; director of Flagstar Companies
P.O. Box 14 Inc., Wal-Mart Stores, Inc. and Wolverine World Wide, Inc.
Sutter Creek, CA 95685
Arthur W. Schmutz................ Retired partner of Gibson, Dunn & Crutcher LLP, a law
Gibson, Dunn & Crutcher LLP firm; director of Ducommun Incorporated
333 South Grand Avenue,
Suite 4550
Los Angeles, CA 90071
William D. Schulte............... Retired Vice Chairman of KPMG Peat Marwick LLP, a firm
KPMG Peat Marwick LLP of independent certified public accountants; director of
725 South Figueroa Street, Santa Anita Operating Company, Santa Anita Realty
Suite 2900 Enterprises, Inc. and Vastar Resources, Inc.
Los Angeles, CA 90017
Bruce G. Willison................ President and Chief Operating Officer of Ahmanson and
4900 Rivergrade Road Home Savings of America, FSB
Irwindale, CA 91706
Kevin M. Twomey.................. Senior Executive Vice President and Chief Financial
4900 Rivergrade Road Officer of Ahmanson and Vice Chairman and Chief
Irwindale, CA 91706 Financial Officer of Home Savings of America, FSB
Anne-Drue M. Anderson............ Executive Vice President and Treasurer of Ahmanson and
4900 Rivergrade Road Home Savings of America, FSB
Irwindale, CA 91706
Madeleine A. Kleiner............. Senior Executive Vice President, Chief Administrative
4900 Rivergrade Road Officer, General Counsel and Secretary of Ahmanson and
Irwindale, CA 91706 Senior Executive Vice President, Chief Administrative
Officer and General Counsel of Home Savings of America, FSB
Anne-Drue M. Anderson............ Executive Vice President and Treasurer of Ahmanson and
4900 Rivergrade Road Home Savings of America, FSB
Irwindale, CA 91706
George Miranda................... First Vice President and Principal Accounting Officer
4900 Rivergrade Road of Ahmanson and Home Savings of America, FSB
Irwindale, CA 91706
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<S> <C>
Stephen Swartz................... Senior Vice President and Director of Investor
4900 Rivergrade Road Relations of Ahmanson
Irwindale, CA 91706
Eric Warmstein................... Senior Vice President and Director of Corporate
4900 Rivergrade Road Development of Ahmanson
Irwindale, CA 91706
H. Rodgin Cohen.................. Partner, Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Credit Suisse First Boston
Corporation
11 Madison Avenue
New York, NY 10010
Michael E. Martin.............. Managing Director
Oliver P. Sarkozy.............. Director
Eric J. Clark.................. Associate
Credit Suisse First Boston
Corporation
333 Grand Avenue, Suite 2200
Los Angeles, CA 90071
Mark S. Maron.................. Managing Director
Andrew C. Rosenburgh........... Vice President
Brian J. Cullen................ Analyst
Montgomery Securities
600 Montgomery Street
San Francisco, CA 94111
Dick Fredericks................ Senior Managing Director
Alan Rothenberg................ Senior Consultant
Robert Huret................... Senior Consultant
William Pan.................... Associate
</TABLE>
21
<PAGE>
SCHEDULE II
SHARES OF GWF COMMON STOCK HELD BY AHMANSON, ITS
DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES AND
OTHER REPRESENTATIVES OF AHMANSON WHO MAY ALSO SOLICIT PROXIES,
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF
As of May [7], 1997, Ahmanson is the beneficial owner of 3,560,500 shares of
GWF Common Stock. In the two years prior to the date of this Proxy Statement,
Ahmanson has made the following purchases of GWF Common Stock:
<TABLE>
<S> <C>
February 15, 1997......................................... 100 shares
February 18, 1997......................................... 100 shares
March 7, 1997............................................. 60,000 shares
March 10, 1997............................................ 127,800 shares
March 11, 1997............................................ 78,700 shares
March 12, 1997............................................ 233,300 shares
March 13, 1997............................................ 1,257,800 shares
March 13, 1997............................................ 587,000 shares
March 26, 1997............................................ 439,300 shares
March 27, 1997............................................ 350,000 shares
April 21, 1997............................................ 92,700 shares
April 22, 1997............................................ 117,800 shares
April 23, 1997............................................ 76,000 shares
April 24, 1997............................................ 59,500 shares
April 25, 1997............................................ 70,400 shares
April 28, 1997............................................ 10,000 shares
</TABLE>
Ahmanson sold no shares of GWF Common Stock during such period. No part of the
purchase price or market value of any of the shares described in this
paragraph was represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such shares. However, Ahmanson issued an
aggregate of $180 million of its Medium Term Notes in March 1997, the proceeds
of which were used, in part, to replenish working capital deployed in
Ahmanson's purchases of GWF Common Stock. Ahmanson does not beneficially own
any other shares of GWF Common Stock. Other than Mr. Gelber, who owns 332
shares of GWF Common Stock (purchased on July 23, 1996), none of the Ahmanson
Nominees is the beneficial owner of any GWF Common Stock.
Each of CSFB and Montgomery Securities 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 business,
CSFB and Montgomery Securities may trade securities of GWF for their own
account and the accounts 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 shares and Montgomery Securities held no
shares of GWF Common Stock. Additionally, in the normal course of their
business, CSFB and Montgomery Securities finance their securities positions by
bank and other borrowings and repurchase and securities borrowing
transactions. To the knowledge of Ahmanson, none of such borrowings were
intended specifically for the purpose of purchasing securities of GWF. Neither
CSFB nor Montgomery Securities admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined in Schedule
14A promulgated under the Exchange Act by the Commission, in the solicitation
to which this Proxy Statement relates or that such Schedule 14A requires the
disclosure in this Proxy Statement of certain information concerning CSFB and
Montgomery Securities.
In addition to the fees to be received by CSFB and Montgomery Securities in
connection with their engagement as financial advisors to Ahmanson described
in this Proxy Statement, CSFB has rendered various investment banking and
financial advisory services for Ahmanson for which it has received customary
compensation.
22
<PAGE>
Except as disclosed in this Proxy Statement, none of Ahmanson, the directors
or executive officers of Ahmanson or the employees or other representatives of
Ahmanson named in Schedule I owns any securities of GWF or any subsidiary of
GWF, beneficially or of record, has purchased or sold any such securities
within the past two years or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to such
securities. Except as disclosed in this Proxy Statement, to the best knowledge
of Ahmanson, its directors or executive officers and the employees and other
representatives of Ahmanson named in Schedule I, none of their associates
beneficially owns, directly or indirectly, any securities of GWF.
Except as disclosed in this Proxy Statement, none of Ahmanson, its directors
or executive officers of Ahmanson or the employees or other representatives of
Ahmanson named in Schedule I, or, to their best knowledge, their associates
has any arrangement or understanding with any person (1) with respect to any
future employment by GWF or its affiliates or (2) with respect to future
transactions to which GWF or any of its affiliates will or may be a party, nor
any material interest, direct or indirect, in any transaction that has
occurred since January 1, 1996 or any currently proposed transaction, or
series of similar transactions, in which GWF or any of its affiliates was or
is to be a party and in which the amount involved exceeds $60,000. Certain
directors and executive officers of Ahmanson and/or its associates may also be
directors or officers of other companies and organizations that have engaged
in transactions with Ahmanson or its subsidiaries in the ordinary course of
business since January 1, 1996, but Ahmanson believes that the interest of
such persons in such transactions is not of material significance.
23
<PAGE>
SCHEDULE III
SHARES OF GWF HELD BY
DIRECTORS, EXECUTIVE OFFICERS AND NOMINEES OF GWF
The following table sets forth as of March 31, 1997 the number of shares of
GWF Common Stock beneficially owned by each director, nominee, the chief
executive officer and each of the four other most highly compensated executive
officers of GWF. The information contained in the table is derived from
information contained in GWF's preliminary Proxy Statement and Form 10-K/A,
each dated April 30, 1997.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
OF SHARES OF COMMON OUTSTANDING
NAME OF BENEFICIAL OWNER STOCK COMMON STOCK
------------------------ ---------------------- ------------
<S> <C> <C> <C>
David Alexander............................. 22,675 (2) (1)
H. Frederick Christie....................... 26,250 (2) (1)
Charles D. Miller........................... 30,460 (3) (1)
Stephen E. Frank............................ 10,750 (4) (1)
Firmin A. Gryp.............................. 103,644 (2)(5) (1)
Enrique Hernandez, Jr. ..................... 9,250 (4) (1)
James F. Montgomery......................... 680,488 (6) (1)
Alberta E. Siegel........................... 25,000 (2) (1)
Willis B. Wood, Jr.......................... 16,750 (7) (1)
John V. Giovenco............................ 41,250 (2) (1)
Bradford M. Freeman......................... 20,000 (1)
John F. Maher............................... 611,762 (8) (1)
J. Lance Erikson............................ 119,959 (9) (1)
Carl F. Geuther............................. 220,350 (10) (1)
Michael M. Pappas........................... 249,525 (11) (1)
A. William Schenck, III..................... 68,288 (12) (1)
</TABLE>
- --------
(1) Certain executive officers and directors share with their spouses voting
and investment powers with respect to these shares. The percentage of
shares beneficially owned by any executive officer or director does not
exceed one percent of the GWF Common Stock.
(2) Includes 21,250 shares subject to options granted to this Director under
the 1988 Stock Option and Incentive Plan (the "1988 Incentive Plan") which
are exercisable within 60 days of May 9, 1997.
(3) Includes 18,750 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of May 9,
1997.
(4) Includes 8,750 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of May 9,
1997.
(5) Includes 112 shares held by the Trustee under the Employee Savings
Incentive Plan.
(6) Includes 570,600 shares subject to options exercisable within 60 days of
May 9, 1997 and 945 shares held by the Trustee under the Employee Savings
Incentive Plan.
(7) Includes 16,250 shares subject to options granted this Director under the
1988 Incentive Plan which are exercisable within 60 days of May 9, 1997.
(8) Includes 396,137 shares subject to options exercisable within 60 days of
May 9, 1997 and 25 shares held by the Trustee under the Employee Savings
Incentive Plan.
(9) Includes 99,010 shares subject to options exercisable within 60 days of
May 9, 1997 and 112 shares held by the Trustee under the Employee Savings
Incentive Plan.
(10) Includes 179,845 shares subject to options exercisable within 60 days of
May 9, 1997.
(11) Includes 172,500 shares subject to options exercisable within 60 days of
May 9, 1997.
(12) Includes 49,762 shares subject to options exercisable within 60 days of
May 9, 1997.
24
<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 8, 1997
[FORM OF PROXY CARD--WHITE]
GREAT WESTERN FINANCIAL CORPORATION
PROXY SOLICITED BY H. F. AHMANSON & COMPANY
FOR GREAT WESTERN FINANCIAL CORPORATION 1997 ANNUAL MEETING
The undersigned, a holder of record of shares of common stock, par value
$1.00 per share ("Common Stock"), of Great Western Financial Corporation
("GWF") acknowledges receipt of the Proxy Statement of H. F. Ahmanson &
Company ("Ahmanson") dated April , 1997, and the undersigned revokes all
prior proxies and appoints and , or each of them, proxies for the
undersigned to vote all shares of Common Stock of GWF which the undersigned
would be entitled to vote at the 1997 Annual Meeting of Stockholders and any
adjournments, postponements or reschedulings thereof, and instructs said
proxies to vote as follows:
1. To elect Lawrence A. Del Santo, Robert T. Gelber and Wolfgang Schoellkopf
as Class II Directors of GWF, to serve for a term of three years and until
their successors have been elected and qualified.*
[_] FOR [_] AGAINST [_] WITHHOLD AUTHORITY
2. To elect [if you wish, write in nominee of the incumbent GWF Board]
as the fourth Class II Director of GWF, to serve for a term of three years
and until his successor has been elected and qualified.
[_] FOR [_] AGAINST [_] WITHHOLD AUTHORITY
Ahmanson is NOT seeking authority to vote for and WILL NOT exercise any
authority to vote for any of GWF's nominees for Director except as you may
indicate above. The names, background and qualifications of GWF's nominees
for the four Director positions are contained in GWF's proxy materials for
the Annual Meeting. There is no assurance that any of the GWF nominees will
serve as Directors if any of the Ahmanson nominees for Director is elected.
3. Amend Section 3 of the By-laws of GWF by adding to the end thereof the
following paragraph: "In addition, a special meeting of the stockholders of
the Corporation shall be called by the Secretary upon the written request,
stating the purpose of the meeting and the meeting date, of stockholders
who together own of record 10% or more of the stock of the Corporation
having voting power. The notice shall be mailed by the Secretary within 20
days following receipt of such request. If the Secretary fails to call the
special meeting and mail the notice as required by the preceding sentence,
a person designated by the stockholders requesting the meeting shall have
the power to call the special meeting and mail such notice. At a special
meeting called at the request of stockholders, the meeting shall be
presided over by a person designated by the stockholders calling the
meeting."
[_] FOR [_] AGAINST [_] ABSTAIN
4. Amend Section 12 of the By-laws of GWF by adding to the end thereof (or, if
the amendment described in (6) below is adopted, by adding as the
penultimate paragraph) the following paragraph: "No person may be chosen by
the directors of the Corporation to fill any vacancy on the board of
directors, whether arising through death, resignation or removal of a
director, or through an increase in the number of directors of any class,
if such person was previously nominated as a director and lost in an
election by the stockholders of the Corporation."
[_] FOR [_] AGAINST [_] ABSTAIN
5. Amend Section 12 of the By-laws of GWF by adding to the end thereof the
following paragraph: "Any slate of directors elected in opposition to the
recommendation of the incumbent board of directors shall be represented on
an executive committee of the board of directors of the Corporation, if one
is created, or on any other committee of the board that exercises powers
that are currently or would normally be exercised by such a committee or
only by the full board, including the power to review any merger proposal."
[_] FOR [_] AGAINST [_] ABSTAIN
6. Amend Section 13 of the By-laws of GWF by inserting immediately after the
second sentence thereof the following two sentences: "Notwithstanding the
foregoing sentence, if any of the following actions are to be considered by
the board of directors at a meeting, notice must be given which notice must
specify that such actions are to be considered and set forth appropriate
details with respect thereto: any "Acquisition Transaction" as hereinafter
defined, amendment of the Rights Agreement referred to in Section 24,
adoption of any similar rights agreement, amendment of the By-laws, or any
other action that would preclude or make more expensive or more difficult a
merger with or acquisition of the Corporation by any person that has made a
bona fide proposal to merge with or acquire the Corporation or that would
favor one potential acquiror of the Corporation over another acquiror.
"Acquisition Transaction" means any merger, consolidation or similar
transaction involving, or any purchase of all of or any substantial portion
of the assets, deposits or any equity securities of, the Corporation or any
of its subsidiaries."
[_] FOR [_] AGAINST [_] ABSTAIN
7. Amend Section 25 of the By-laws of GWF by adding to the end thereof the
following sentence: "In addition, none of the By-law provisions added or
changed by vote of stockholders at the 1997 annual meeting of stockholders
of this Corporation may be amended or repealed without the affirmative vote
of the holders of a majority of the stock of the Corporation having voting
power."
[_] FOR [_] AGAINST [_] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING ON BEHALF OF THE UNDERSIGNED.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES REFERRED TO IN (1) ABOVE AND FOR THE PROPOSALS REFERRED TO IN (3)
THROUGH (10) ABOVE PROVIDED YOU HAVE SIGNED AND DATED THE PROXY CARD.
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*You may withhold authority to vote for any nominee by lining through or
otherwise striking out the name of the nominee.
Dated: ______________________________, 1997
___________________________________________
Signature of Stockholder (Title, if any)
___________________________________________
Signature of Stockholder (if held jointly)
Please sign exactly as your name or names
appear hereon. If shares are held jointly,
each stockholder should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by president
or authorized officers. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
