SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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|_| Confidential, for Use of the Commission Only (as permitted by
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|_| Definitive Proxy Statement
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|XX| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Washington Mutual, Inc.
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
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|XX| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
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Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(4)
and 0-11.
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Media Contact: (East Coast) (West Coast)
Gavin Anderson & Company Washington Mutual
Michael Geczi/Hollis Rafkin-Sax Bill Ehrlich
212-373-0226/0231 1-800-228-9268
Investor Contact: Washington Mutual
JoAnn DeGrande
1-206-461-3186
March 13, 1997
FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL FILES S-4 WITH THE SEC;
COST-SAVINGS ESTIMATES CONFIRMED,
REVENUE-ENHANCEMENT PROJECTIONS INCREASED
SEATTLE -- Washington Mutual, Inc. (Nasdaq: WAMU) today filed its S-4
registration statement with the Securities and Exchange Commission detailing the
terms and benefits of its merger with Great Western Financial Corporation (NYSE:
GWF).
"A very thorough analysis of all projections and assumptions was undertaken
before Washington Mutual and Great Western filed their joint proxy statement and
prospectus today," said Kerry Killinger, Washington Mutual's chairman, president
and chief executive officer. "In evaluating the data, we confirmed our earlier
pre-tax cost-savings projections of $208 million in 1998 and $340 million in
1999. Moreover, we were pleased to identify even greater revenue enhancements
reflecting the powerful asset and capital-generating capabilities of our new
entity.
"We believe this merger will be solidly accretive in 1998 and 1999. This
makes a compelling economic case for our friendly combination, which will create
a leading west coast consumer banking company."
In the filing, Washington Mutual estimates that, as a result of the merger,
pre-tax net interest income will increase by approximately $113 million in 1998
and $246 million in 1999 over the amounts that the companies estimate they would
have achieved on a stand-alone basis. The 1999 figure is an increase from the
$163 million figure originally forecast. The company attributed the increase in
net interest income to the leveraging of additional capital made available by
the merger, which then will be used to support asset growth.
Washington Mutual also stated today that executives from both companies
will begin visiting with key investors over the next week to answer questions
about the proposed transaction.
With a history dating back to 1889, Washington Mutual is a diversified
financial services company focusing on families and small- and medium-sized
businesses. At year-end, Washington Mutual and its subsidiaries had assets of
$44.6 billion and operated more than 550 offices in Washington, California,
Oregon, Idaho, Utah, Montana, Arizona, Colorado and Nevada. The company's
subsidiaries provide consumer and commercial banking, full-service securities
brokerage, mutual fund management and insurance underwriting.
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March 14, 1997
Page 3
This press release contains forward-looking statements regarding the
benefits of the merger of Washington Mutual and Great Western, including cost
savings to be realized, earnings accretion, transaction charges and additional
loan-loss reserves and revenue enhancement opportunities following the merger.
Actual results may vary materially from the forward-looking statements as
described in Washington Mutual's Current Report on Form 8-K dated March 6, 1997,
and its Form S-4 Registration Statement dated March 13, 1997, to which reference
is made. These factors include without limitation possible delays in integration
of Great Western operations into Washington Mutual's, increases in interest
rates which could reduce net interest margin, competitive factors which could
adversely affect consumer banking strategy and general economic conditions which
negatively impact the volume of loan origination and amount of loan losses.
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Washington Mutual and certain other persons named below may be deemed to be
participants in the solicitation of proxies in favor of the approval of the
merger of Great Western and a wholly-owned subsidiary of Washington Mutual at
special meetings of Great Western and Washington Mutual stockholders which have
not yet been scheduled. The participants in this solicitation 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 H. Stever);
the following executive officers of Washington Mutual: William A. Longbrake
(Executive Vice President and Chief Financial Officer), Deanna W. Oppenheimer
(Executive Vice President), Craig E. Tall (Executive Vice President) and S.
Liane Wilson (Executive Vice President); and the following other members of
management of Washington Mutual: Karen Christensen (Senior Vice President),
JoAnn DeGrande (Vice President), William Ehrlich (Vice President), James B.
Fitzgerald (Senior Vice President), Marc Kittner (Senior Vice President and
Corporate Counsel) and Douglas G. Wisdorf (Senior Vice President and Deputy
Chief Financial Officer). 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, respectively. The
remaining participants do not beneficially own, individually or in the
aggregate, in excess of 1% of Washington Mutual's equity securities.
