As filed with the Securities and Exchange Commission on June 3, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
Amendment No. 10
To
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
------------------------------------
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 Notices 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
Great Western Financial Corporation ("Great Western") hereby
amends and supplements its statement on Schedule 14D-9 initially filed with
the Securities and Exchange Commission on May 20, 1997, as amended by
Amendment No. 1 through Amendment No. 9 thereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 49: Newspaper Advertisement, dated June 3, 1997.
Exhibit 50: Letter to Stockholders of Great Western, dated June 2, 1997.
Exhibit 51: Great Western Employee Merger Bulletin.
Exhibit 52: Press Release issued by Great Western, dated June 3, 1997.
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: June 3, 1997
Exhibit 49
[Newspaper Advertisement]
[Graphic: excerpts from analyst reports beginning and ending with large
quotation marks in circles]
Recent results indicate the bank has essentially met (its) ambitious goals,
with first quarter ROE above target and efficiency ratio better (i.e.,
below) target.
Thomas Theurkauf, Keefe, Bruyette & Woods,
First Call Research Notes, May 15, 1997
Last year's merger with American Savings Bank is progressing better than
expected as Washington Mutual's products are being well received in
California. Earnings momentum is very good as a result.
Value Line Investment Survey
May 2, 1997
Washington Mutual's strategy . . . . will lead to a higher price/earnings
multiple for a Great Western -- Washington Mutual combination.
Jonathan Gray, Sanford C. Bernstein & Co.,
Dow Jones News Service, May 20, 1997
We couldn't have said it better ourselves.
[Washington Mutual logo]
Permission for use of analysts' quotes was sought and granted. FDIC Insured
GROWTH + VALUE + EXPERIENCE = WASHINGTON MUTUAL
Exhibit 50
[GREAT WESTERN LETTERHEAD]
June 2, 1997
Dear Great Western Stockholder:
With Great Western's June 13 stockholders' meetings just a short
time away, we want to keep you informed about our significant progress in
moving towards completion of the Washington Mutual strategic merger.
Despite the efforts of H. F. Ahmanson & Company to prevent you from voting
on the merger on June 13, WE ARE CONFIDENT THAT THE VOTE WILL PROCEED AS
SCHEDULED AND THAT YOU COULD BE IN A POSITION TO RECEIVE YOUR WASHINGTON
MUTUAL SHARES WITHIN A MATTER OF WEEKS.
You now have the opportunity to protect your investment in Great
Western and help bring the Washington Mutual merger to a prompt and
successful completion. We urge you to sign, date and mail both the GREEN
and GOLD proxy cards today.
HERE ARE SEVERAL IMPORTANT RECENT DEVELOPMENTS ...
1. EXPERT ANALYSTS ARE APPLAUDING THE BENEFITS OF A GREAT
WESTERN/WASHINGTON MUTUAL MERGER. On May 14, David
Hochstim of Bear Stearns wrote in First Call:
"A combined WAMU [Washington Mutual]-Great Western
would be well positioned to compete with BankAmerica
and Wells Fargo throughout the west and is likely to
produce high returns and strong earnings growth
into the next century. . . . The value likely to be
created from the combination should be substantial."
2. Another analyst, Steven R. Schroll of Piper Jaffray,
in discussing the Great Western/Washington Mutual
merger in First Call on May 14, wrote:
"The combined companies will have a combined balance
sheet that will be well capitalized with strong
credit quality, strong revenue enhancement
opportunities in both spread and fee income, and
continued cost take-out opportunities."
3. For more than two weeks now -- based on closing prices on
every trading day since May 16 -- THE WASHINGTON MUTUAL
MERGER HAS HAD A HIGHER IMPLIED MARKET VALUE THAN
AHMANSON'S PROPOSED EXCHANGE OFFER.
4. Based on the closing prices for the ten trading days
ended June 2, the average implied market value of
the Washington Mutual merger was $49.48, as compared
to an average implied market value of Ahmanson's
proposed exchange offer of $48.71.* On this basis,
THE WASHINGTON MUTUAL MERGER WOULD PROVIDE MORE THAN
$105,000,000 OF ADDITIONAL TOTAL VALUE TO ALL GREAT
WESTERN STOCKHOLDERS.
5. On May 20, the Office of Thrift Supervision declared
Washington Mutual's application to acquire Great
Western informationally complete. This is an
important step towards regulatory approval, which we
expect by late June or early July.
. . . AND HERE IS HOW QUICKLY THE MERGER COULD BE COMPLETED.
o Stockholder Approval: Great Western stockholders and
Washington Mutual stockholders are scheduled to vote
on the approval of the Great Western/Washington Mutual
merger at separate special meetings on June 13.
o Regulatory Approval: All necessary regulatory
approvals are expected by late June or early July.
o Closing of the Merger: With stockholder and
regulatory approvals in hand, the merger could be
completed and YOU COULD RECEIVE YOUR WASHINGTON
MUTUAL SHARES BY EARLY JULY.
As another analyst, Joseph K. Morford III of Alex.
Brown, wrote in First Call on May 14:
"WAMU [Washington Mutual] still has the advantage
of a friendly merger agreement and the ability to
complete the transaction almost immediately
following the vote."
- ------------
* The implied market value of Ahmanson's proposed exchange offer on
any day assumes that the average closing price of Ahmanson common
stock during Ahmanson's specified averaging period would be equal
to the closing price of Ahmanson common stock for that day (after
giving effect to Ahmanson's pricing formula).
Ahmanson has asserted that its proposed exchange offer is on
a time track similar to the Washington Mutual merger. We believe THIS
SIMPLY IS NOT TRUE. Ahmanson must first obtain the approval of its own
stockholders before it can complete its proposed exchange offer. Yet,
Ahmanson has never set a record or meeting date or even filed
preliminary proxy material with the Securities and Exchange Commission
for its own meeting of stockholders. Furthermore, Ahmanson can give
you ABSOLUTELY NO ASSURANCE that it will receive the necessary
approval from its own stockholders.
* * *
Ahmanson still wants to stop you from voting on the
Washington Mutual merger on June 13. ASK YOURSELF WHY AHMANSON IS SO
AFRAID TO LET YOU VOTE IF IT REALLY THINKS IT HAS THE BETTER PROPOSAL.
Don't let Ahmanson stand in the way of your receipt of the benefits of
the Washington Mutual merger.
PROTECT YOUR INVESTMENT. VOTE TODAY!
Your vote is important, no matter how many or how few shares
you own. Please sign, date and mail BOTH the GREEN AND GOLD proxy
cards today.
We thank you for your continued trust and support throughout
these past few months.
Sincerely,
/s/ John F. Maher /s/ James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
Note: Permission for use of all analysts' quotes contained in this
letter was sought and granted.
IMPORTANT INFORMATION
If your shares are held through a broker or bank, only your broker or
bank can vote your shares, and only upon receipt of your specific
instructions. Please return BOTH the GREEN and GOLD proxy cards to
your broker or bank today. Please note that certain "Street-Name"
holders may be receiving only the GREEN proxy card with this letter,
and will be receiving the GOLD proxy card under separate cover.
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.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL-FREE: 800-223-2064
BANKS & BROKERS CALL: 212-440-9800
Exhibit 51
Merger Bulletin
[Great Western Logo]
June 2, 1997 Vol. 1 Number 12
To All Employees
Securities Analysts Support
Great Western/WAMU Merger in New Ad
The attached advertisement appeared in Monday's Wall Street Journal,
New York Times, Los Angeles Times and American Banker.
Titled "Read What The Experts Are Saying About Washington Mutual And
Great Western," the ad features quotes from securities analysts who
are stock market observers who are following the merger.
[A complete copy of the advertisement filed by Great Western Financial
Corporation with the Securities and Exchange Commission on June 2,
1997 is attached to this bulletin.]
Published by Corporate Communications -- Great Western -- N 11 36 --
9200 Oakdale Avenue, Chatsworth, CA
Exhibit 52
[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
June 3, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
COURT REJECTS AHMANSON'S ATTEMPT TO DELAY VOTE ON
WASHINGTON MUTUAL MERGER
Washington Mutual/Great Western Merger Vote to Be Held On
June 13 As Scheduled
CHATSWORTH, Calif. - Great Western Financial Corporation
(NYSE: GWF) announced today that the Delaware Chancery Court has
denied Ahmanson's motion to delay the vote of Great Western
stockholders on the Washington Mutual merger. The vote on the merger
will take place as scheduled at Great Western's Special Meeting of
Stockholders on June 13, 1997.
Great Western stated, "We are, of course, very pleased that
the Court rejected Ahmanson's effort to delay the merger vote. We
believe that Ahmanson, in an effort to pursue its own agenda, was
prepared to disadvantage the Great Western stockholders by delaying
their opportunity to vote on the Washington Mutual merger and receive
the benefits of the superior economic value from a Washington
Mutual/Great Western combination. Clearly, Ahmanson has its own
interests in mind and not the best interests of Great Western
stockholders. Now, the Great Western stockholders will have the
opportunity to vote on the superior Washington Mutual/Great Western
merger on June 13."
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.
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