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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GREAT WESTERN
FINANCIAL CORPORATION
(NAME OF SUBJECT COMPANY)
GREAT WESTERN
FINANCIAL CORPORATION
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ACCOMPANYING PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
391442100
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
J. LANCE ERIKSON, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GREAT WESTERN FINANCIAL CORPORATION
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 775-3411
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
------------------------
COPY TO:
PETER ALLAN ATKINS, ESQ.
FRED B. WHITE III, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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Great Western Financial Corporation ("Great Western") hereby amends and
supplements its statements on Schedule 14D-9 initially filed with the Securities
and Exchange Commission on May 20, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
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Exhibit 14: Letter to Stockholders of Great Western, dated May 20, 1997.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
GREAT WESTERN FINANCIAL
CORPORATION
By: /s/ J. LANCE ERIKSON
------------------------------------
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel
Dated: May 20, 1997
2
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Exhibit 14: Letter to Stockholders of Great Western, dated May 20, 1997.
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EXHIBIT 14
GREAT WESTERN LOGO
May 20, 1997
Dear Great Western Stockholder:
In just a few weeks -- at a Special Meeting of Stockholders on June
13 -- you will have the opportunity to vote on and approve Great Western's
strategic merger with Washington Mutual, one of the premier financial
institutions in the United States. With your vote, and the receipt of regulatory
approvals which we expect by late June or early July, YOU CAN BE IN A POSITION
TO RECEIVE YOUR WASHINGTON MUTUAL SHARES LESS THAN TWO MONTHS FROM NOW. We are
confident that Great Western's merger with Washington Mutual is a superior
merger, with a superior partner, for superior value -- and we look forward to
the upcoming vote.
AHMANSON'S BIGGEST FEAR: YOUR VOTE ON THE
WASHINGTON MUTUAL MERGER
H. F. Ahmanson & Company, as you know, opposes the Washington Mutual merger
and, instead, wants you to accept Ahmanson shares in exchange for your Great
Western stock. In fact, Ahmanson is so anxious to stop the Washington Mutual
merger that it has gone to Court to try to prevent you from voting on the merger
on June 13. If Ahmanson has its way, the merger vote would be delayed until the
end of the summer -- possibly after Labor Day -- and your opportunity to receive
your Washington Mutual shares in the merger could be delayed for months!
AHMANSON'S ACTIONS GIVE RISE TO ONE VERY FUNDAMENTAL QUESTION:
IF AHMANSON REALLY THINKS IT HAS THE BETTER PROPOSAL,
WHY THEN IS IT SO AFRAID TO LET YOU VOTE?
VOTE THE GREEN AND GOLD PROXY CARDS TODAY
On June 13, shortly after the vote on the Washington Mutual merger, Great
Western will hold its 1997 Annual Meeting of Stockholders to elect four
directors and vote upon several additional proposals. You should be aware that
at the Annual Meeting, Ahmanson is trying to elect three of its designees to
your Board of Directors, and has proposed five separate amendments to your
Company's By-laws -- NOT ONE OF WHICH APPEARS IN AHMANSON'S OWN BY-LAWS.
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You can support the Washington Mutual merger and oppose Ahmanson, its three
nominees and its self-serving tactics by voting BOTH the enclosed GREEN and GOLD
proxy cards. We urge you to use:
- The GREEN proxy card to vote FOR the Washington Mutual merger at the
Special Meeting, and
- The GOLD proxy card to vote FOR the Board's nominees and AGAINST each of
the other proposals at the Annual Meeting.
Your support on BOTH proxy cards will help pave the way for prompt completion of
the Washington Mutual merger.
A GREAT WESTERN/WASHINGTON MUTUAL COMBINATION
WILL CREATE AN EXCEPTIONAL FINANCIAL INSTITUTION
During the past week, you should have received detailed information
regarding Great Western's Special and Annual Stockholders' Meetings. These
materials contain important information about Washington Mutual and our
strategic merger to be voted upon at the Special Meeting. We would like to take
this opportunity to highlight some important facts about Great Western's merger
with Washington Mutual:
- VALUE. In the Washington Mutual merger, each Great Western common share
would be exchanged for .9 shares of Washington Mutual common stock. Based
on closing market prices on May 19, 1997, this represents an implied
value of $50.29 per share -- A 73% PREMIUM OVER GREAT WESTERN'S MARKET
PRICE AT THE BEGINNING OF THIS YEAR.
- PERFORMANCE. WASHINGTON MUTUAL'S TOTAL RETURN TO STOCKHOLDERS HAS BEEN
MORE THAN 600% IN THE 1990'S (through the end of the first quarter of
1997), which is more than 3 1/2 times Ahmanson's return of 165% during
the same period.*
- DIVIDENDS. Washington Mutual has a consistent history of dividend
increases, having increased its dividend over the past seven consecutive
quarters and every year since 1990. During the past five years (through
1996), WASHINGTON MUTUAL HAS INCREASED ITS DIVIDENDS BY AN AVERAGE OF 29%
PER YEAR. IN STARK CONTRAST, AHMANSON HAS NOT INCREASED ITS DIVIDEND
SINCE 1987.
- FINANCIAL STRENGTH. Under commonly used benchmarks of financial
performance, Washington Mutual has, among other things, A HIGHER LEVEL OF
ASSET QUALITY, HIGHER CAPITAL RATIOS, A BETTER EFFICIENCY RATIO AND A
HIGHER RATE OF GROWTH IN EARNING ASSETS, LOANS AND DEPOSITS THAN AHMANSON.
Your vote in favor of the Washington Mutual merger is a vote to share in a
combined company with superior financial strength.
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* Total return to stockholders assumes reinvestment of dividends.
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THE END IS IN SIGHT
The events of the past few months may have appeared turbulent and, at
times, downright baffling. You have been barraged with all types of
communications which, given the nature of contested transactions, is unlikely to
end before the Washington Mutual merger is voted on.
With your continued support, the end is in sight. By signing, dating and
mailing BOTH the GREEN and GOLD proxy cards today, you can help bring the
Washington Mutual merger to a prompt and successful conclusion.
* * *
Your vote is important no matter how many or how few shares you may own.
Please sign and date the enclosed GREEN and GOLD proxy cards today and return
BOTH of them in the same enclosed postage-prepaid envelope.
We thank you for your continued support.
Sincerely,
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JOHN F. MAHER SIGNATURE JAMES F. MONTGOMERY
SIGNATURE
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
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IMPORTANT INFORMATION
If your shares of Common Stock are held in the name of a brokerage
firm, bank nominee or other institution, only it can sign the GREEN
AND GOLD proxy cards with respect to your shares and only after
receiving your specific instructions. Please contact the person
responsible for your account and give instructions today for the GREEN
card to be voted FOR ITEM 1 and the GOLD card to be voted FOR ITEM 1
and AGAINST ITEMS 2-7.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies for both
the Special and Annual Meetings:
Georgeson & Company Inc. Logo
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL-FREE: 800-223-2064
BANKS & BROKERS CALL: 212-440-9800
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