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)
{_}Definitive Proxy Statement (Revocation of Consent Statement)
{_}Definitive Additional Materials
{X}Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as specified in its charter)
GREAT WESTERN FINANCIAL CORPORATION
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(Name of person(s) filing proxy statement)
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: _______________________________________
(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: _____________________________________________________
IMMEDIATE RELEASE
FEBRUARY 26, 1997
Contact: Ian Campbell (818) 775-3773
Charlie Coleman (818) 775-3766
GREAT WESTERN FILES COUNTERCLAIM AGAINST AHMANSON
CHATSWORTH, Calif. Great Western Financial
Corporation (NYSE: GWF) today announced that it had filed a
counterclaim against Ahamanson in the lawsuit currently
pending in Delaware state court. In its counterclaim, Great
Western stated that the proposed by-law amendment for which
Ahmanson is soliciting consents is illegal and unenforceable
and is an improper intrusion into the statutory powers of
the board of directors. Great Western denied all material
allegations contained in Ahmanson's complaint. Great Western
also raised certain affirmative defenses, including that
Ahmanson is acting in its own self interests at the expense of
Great Western and its shareholders and thus comes to court with
unclean hands.
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 and certain other persons named below may
be deemed to be participants in the solicitation of
revocations of consents in response to Ahmanson's consent
solicitation. 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 (Executive Vice President,
Secretary and General Counsel), Carl F. Geuther (Vice
Chairman and Chief Financial Officer), Michael M. Pappas
(Vice Chairman and President, Consumer Finance Division), A.
William Schenck III (Vice Chairman), Ray W. Sims (Executive
Vice President), and Jaynie M. Studenmund (Executive Vice
President); and the following other members of management of
Great Western: Stephen F. Adams (First Vice President,
Associate General Counsel and Assistant Secretary), Bruce F.
Antenberg (Senior Vice President-Finance, Treasurer and
Assistant Secretary), Barry R. Barkley (Senior Vice
President and Controller), Ian D. Campbell (Senior Vice
President), Charles Coleman (Vice President, Great Western
Bank), Allen D. Meadows (Senior Vice President, Great
Western Bank), and John A. Trotter (First Vice President,
Great Western Bank).
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 participants do
not beneficially own, individually or in the aggregate, in
excess of 1% of Great Western's equity securities.
