SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
March 23, 1997
Contacts:
Great Western Financial Abernathy MacGregor Group
Ian Campbell 818-775-3773 Mike Pascale 212-371-5999
Charlie Coleman 818-775-3766 Kathryn Akers 212-371-5999
GREAT WESTERN'S RESPONSE TO AHMANSON'S
AMENDED LAWSUIT
CHATSWORTH, Calif. -- Great Western Financial Corporation (NYSE:
GWF) today released the following statement in response to Ahmanson's
motion to amend its lawsuit against Great Western in Delaware Chancery
Court:
"Ahmanson's latest attack on Great Western's proposed business
combination with Washington Mutual, Inc. (Nasdaq: WAMU) is baseless
both as an accounting matter and as to any claim of lack of candor by
Great Western's Board of Directors. In Ahmanson's incessant campaign to
generate much sound and fury signifying nothing, Ahmanson is now
claiming, in a lawsuit highly publicized by yet another press release,
that Great Western and Washington Mutual will not be able to use
"pooling-of-interests" accounting for their business combination. This
claim has no factual basis whatsoever.
"Great Western and Washington Mutual are fully aware of the requirements
for pooling-of-interests accounting treatment. Prior to signing their
merger agreement, both companies' independent public accountants
reviewed the accounting treatment for the transaction, including the
facts and circumstances relative to the actions taken by Great Western
in December, 1996. Each accounting firm, Price Waterhouse LLP in Great
Western's case and Deloitte & Touche in Washington Mutual's case,
advised and continues to advise that, in its view, pooling-of-interests
accounting is appropriate for the proposed Great Western/Washington
Mutual merger.
"Ahmanson's attempt to raise issues by making unfounded assertions is
most unfortunate. Rather than making baseless claims of lack of candor
by Great Western, Ahmanson would better serve Great Western's
stockholders and the investment community by showing more candor itself.
Without blinking an eye, Ahmanson last week increased the size of its
contemplated stock buyback from $2 billion to $2.8 billion only one day
after it filed an amended S-4 which stated a $2 billion buyback. In
telling the market what it thinks the market wants to hear, Ahmanson
failed to say that the increased buyback would further leverage an
already weak balance sheet. This would result in a perilously low
tangible common equity ratio by 1999, which would make Ahmanson one of
the worst capitalized thrifts in the U.S. Great Western believes that
neither rhetoric nor baseless allegations will substitute for merit.
Great Western is confident that its stockholders and the investment
community can and will distinguish between the two."
With assets of $42.9 billion, Great Western Financial Corporation is a
diversified financial services company operating more than 1,150
mortgage lending, retail banking, and consumer finance offices
nationwide. Great Western's principal subsidiary, Great Western Bank, is
a mortgage-oriented consumer bank with banking branch networks in
California and Florida.
Great Western Financial Corporation ("Great Western") and certain other
persons named below may be deemed to be participants in the solicitation
of proxies in connection with the merger of Great Western and a wholly-
owned subsidiary of Washington Mutual, Inc. ("Washington Mutual")
pursuant to which each outstanding share of Great Western common stock
would be converted into 0.9 shares of Washington Mutual common stock
(the "Merger"). The participants in this solicitation may include the
directors of Great Western (James F. Montgomery, John F. Maher, Dr.
David Alexander, H. Frederick Christie, Stephen E. Frank, John V.
Giovenco, Firmin A. Gryp, Enrique Hernandez, Jr., Charles D. Miller, Dr.
Alberta E. Siegel and Willis B. Wood, Jr.); the following executive
officers of Great Western: J. Lance Erikson, Carl F. Geuther, Michael M.
Pappas, A. William Schenck III, Ray W. Sims and Jaynie M. Studenmund;
and the following other members of management of Great Western: Stephen
F. Adams, Bruce F. Antenberg, Barry R. Barkley, Ian D. Campbell, Charles
Coleman, Allen D. Meadows and John A. Trotter (collectively, the "Great
Western Participants"). As of the date of this communication, James F.
Montgomery and John F. Maher beneficially owned 605,488 shares and
611,762 shares of Great Western common stock, respectively (including
shares subject to stock options exercisable within 60 days). The
remaining Great Western Participants do not beneficially own,
individually or in the aggregate, in excess of 1% of Great Western's
equity securities.
Great Western has retained Goldman, Sachs & Co. ("Goldman Sachs") and
Merrill Lynch & Co. ("Merrill Lynch") to act as its financial advisors
in connection with the Merger, as well as the merger proposal by H. F.
Ahmanson & Company, for which they received and may receive substantial
fees, as well as reimbursement of reasonable out-of-pocket expenses. In
addition, Great Western has agreed to indemnify Goldman Sachs and
Merrill Lynch and certain persons related to them against certain
liabilities, including certain liabilities under the federal securities
laws, arising out of their engagement. Each of Goldman Sachs and Merrill
Lynch is an investment banking firm that provides a full range of
financial services for institutional and individual clients. Neither
Goldman Sachs nor Merrill Lynch admits that it or any of its directors,
officers or employees is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, in
the solicitation, or that Schedule 14A requires the disclosure of
certain information concerning Goldman Sachs and Merrill Lynch. In
connection with Goldman Sachs's, role as financial advisor to Great
Western, Goldman Sachs and the following investment banking employees of
Goldman Sachs may communicate in person, by telephone or otherwise with
a limited number of institutions, brokers or other persons who are
stockholders of Great Western: Joe Wender, John Mahoney, Andy Gordon,
Todd Owens and Andrea Vittorelli. In connection with Merrill Lynch's
role as financial advisor to Great Western, Merrill Lynch and the
following investment banking employees of Merrill Lynch may communicate
in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders of Great
Western: Herb Lurie, Louis S. Wolfe, Paul Wetzel, Frank V. McMahon, John
Esposito, Alex Sun, Christopher Del-Moral Niles and Kavita Gupta. In the
normal course of their respective businesses Goldman Sachs and Merrill
Lynch regularly buy and sell securities issued by Great Western and its
affiliates ("Great Western Securities") and Washington Mutual and its
affiliates ("Washington Mutual Securities") for its own account and for
the accounts of its customers, which transactions may result from time
to time in Goldman Sachs and its associates and Merrill Lynch and its
associates having a net "long" or net "short" position in Great Western
Securities, Washington Mutual Securities, or option contracts with other
derivatives in or relating to Great Western Securities or Washington
Mutual Securities. As of March 14, 1997, Goldman Sachs held positions in
Great Western Securities and Washington Mutual Securities as principal
as follows: (i) net "long" 9,669 of Great Western's common shares; (ii)
net "long" $1 million of Great Western's deposit notes; and (iii) net
"long" 1,980 of Washington Mutual's preferred stock. As of March 14,
1997, Merrill Lynch had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net "long"
8,800 of Great Western's common shares; and (ii) net "long" of 1,775
shares of Great Western 8.30% preferred stock; and (iii) net "long"
1,527 of Washington Mutual's common shares.
Other participants in the solicitation include Washington Mutual and may
include the directors of Washington Mutual (Douglas P. Beighle, David
Bonderman, Herbert M. Bridge, J. Taylor Crandall, Roger H. Eigsti, John
W. Ellis, Daniel J. Evans, Anne V. Farrell, William P. Gerberding, Kerry
K. Killinger, Samuel B. McKinney, Michael K. Murphy, Louis H. Pepper,
William G. Reed, Jr. and James E. Stever); the following executive
officers of Washington Mutual: Lee Lannoye, William A. Longbrake, Deanna
W. Oppenheimer, Craig E. Tall and S. Liane Wilson; and the following
other members of management of Washington Mutual: Karen Christensen,
JoAnn DeGrande, William Ehrlich, James B. Fitzgerald, Marc Kittner and
Douglas G. Wisdorf (collectively, the "Washington Mutual Participants").
As of the date of this communication, David Bonderman, J. Taylor
Crandall and Kerry K. Killinger beneficially owned 1,894,141 shares,
6,549,755 shares and 1,044,224 shares of Washington Mutual common stock,
respectively. The remaining Washington Mutual Participants do not
beneficially own, individually or in the aggregate, in excess of 1% of
Washington Mutual's equity securities. The Washington Mutual
Participants do not beneficially own, individually or in the aggregate,
in excess of 1% of Great Western's equity securities.
Washington Mutual has retained Lehman Brothers Inc. ("Lehman Brothers")
to act as its financial advisor in connection with the Merger for which
it received and may receive substantial fees as well as reimbursement of
reasonable out-of-pocket expenses. In addition, Washington Mutual has
agreed to indemnify Lehman Brothers and certain persons related to it
against certain liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement. Lehman Brothers
is an investment banking firm that provides a full range of financial
services for institutional and individual clients. Lehman Brothers does
not admit that it or any of its directors, officers or employees is a
"participant" as defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended, in the solicitation, or
that Schedule 14A requires the disclosure of certain information
concerning Lehman Brothers. In connection with Lehman Brothers' role as
financial advisor to Washington Mutual, Lehman Brothers and the
following investment banking employees of Lehman Brothers may
communicate in person, by telephone or otherwise with a limited number
of institutions, brokers or other persons who are stockholders of
Washington Mutual and Great Western: Steven B. Wolitzer, Philip R.
Erlanger, Sanjiv Sobti, David J. Kim, Craig P. Sweeney and Daniel A.
Trznadel. In the normal course of its business Lehman Brothers regularly
buys and sells Washington Mutual Securities and Great Western Securities
for its own account and for the account of its customers, which
transactions may result from time to time in Lehman Brothers and its
associates having a net "long" or net "short" position in Washington
Mutual Securities, Great Western Securities or option contracts with
other derivatives in or relating to Washington Mutual Securities or
Great Western Securities. As of March 14, 1997, Lehman Brothers had
positions in Washington Mutual Securities and Great Western Securities
as principal as follows: (i) net "short" 124 of Washington Mutual's
common shares; and, (ii) net "short" 3,327 of Great Western's common
shares.
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