SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_} Preliminary Proxy Statement (Revocation of Consent Statement)
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} Definitive Additional Materials
{_} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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 transactions: ______________
(5) Total fee paid.
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{_} 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: _____________________________________________________
[Logo] [Logo]
Washington Mutual Great Western
To Our Customers and Communities:
Washington Mutual
and Great Western to Merge
Two weeks ago, Washington Mutual and Great Western announced a
historic merger agreement to create one of the nation's top
financial services companies for consumers. After the merger,
our company will have assets of over $87 billion, more than 1,000
locations and serve 4.1 million households nationwide. In
Florida, where we will continue to use the Great Western name, we
will be the state's fifth-largest depository institution,
continuing to help thousands of people achieve their financial
goals. The Washington Mutual/Great Western partnership also will
allow our company to serve a growing number of Floridians with
even more innovative products and services.
This combination means good news for you ...
Our shared vision of the future and compatible management
philosophy means ... you will be banking with a strong, focused
financial institution with long-term staying power and the
ability to generate and sustain economic growth.
Our commitment to Florida means ... you will have a true partner
in the improvement and development of every neighborhood we
serve. These tangible benefits will reflect our historic and
fundamental commitment to low- and moderate-income lending.
Our clear business strategy means ... you will have access to a
broader array of quality products and services at competitive
prices. More choices mean greater convenience for you today and
tomorrow.
Our high regard for talent and experience means ... our employees
will have opportunities for growth and career development and the
chance to make a meaningful contribution to you and the
communities in which we live and work.
Washington Mutual, recently named by Fortune magazine as the
nation's most admired savings institution, and Great Western
together form a company that signals good news for our customers,
our employees, our communities and the State of Florida.
We look forward to many opportunities to grow together and to
serve you better.
/s/ Kerry Killinger /s/ John F. Mahre
Chairman, President & Chief President & Chief
Executive Officer Executive Officer
Washington Mutual, Inc. Great Western Financial
Corporation
Washington Mutual, Inc. ("Washington Mutual") 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 Financial Corporation ("Great Western") and a wholly-
owned subsidiary of 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 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, 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. 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.
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 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. 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 proxy 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 or 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 shares of Washington Mutual's
convertible 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; (ii) net "long" 1,775 shares of
Great Western's 8.30% cumulative perpetual preferred stock; and
(iii) net "long" 1,527 of Washington Mutual's common shares.
