SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / Definitive additional materials
/x/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
H. F. AHMANSON & COMPANY
(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 transaction:
(5) Total fee paid:
/ / 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:
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H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road, Irwindale, California 91706 * (818) 814-7922
FOR IMMEDIATE RELEASE CONTACTS:
- --------------------- Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
AHMANSON WINS CONSENTS, SAYS INDEPENDENT INSPECTOR
-- PRELIMINARY RESULTS SHOW THAT STOCKHOLDERS REQUIRE GREAT WESTERN
TO HOLD ANNUAL MEETING BY MAY 6 --
-- AHMANSON QUESTIONS REASONS FOR DELAY IN CONFIRMATION OF RESULTS FOR
PROPOSAL URGING GREAT WESTERN TO NEGOTIATE WITH AHMANSON --
IRWINDALE, CA, April 21, 1997 -- H. F. Ahmanson & Company (NYSE:AHM) today
announced that preliminary results from the independent inspector, CT
Corporation Systems, confirmed that more than the requisite majority of the
outstanding common shares of Great Western Financial Corporation (NYSE:GWF) were
voted to adopt three of Ahmanson's five consent proposals. The proposals
include one that requires Great Western to hold its annual meeting by May 6.
Despite this mandate, Great Western has scheduled its annual meeting to be
held more than a month after this date, and has claimed unfounded legal
impediments to holding the meeting by May 6. Securities and Exchange Commission
and New York Stock Exchange rules and policies would clearly have permitted
Great Western to hold an annual meeting within 20 calendar days of April 9th,
the date when Ahmanson delivered sufficient consents regarding this proposal.
Instead, Great Western set the date for the annual meeting more than two months
after the consents were delivered.
Ahmanson questioned why the preliminary results for proposal number one,
which urges the Great Western Board of Directors to negotiate with Ahmanson,
have not been made available. Ahmanson announced on April 11 that it delivered
consents representing the requisite majority of Great Western shares endorsing
proposal number one.
"We do not understand the cause for the delay in certification for
proposal number one, but it appears to be still another example of Great Western
stifling its stockholders' voices," Ahmanson stated. "In nearly two weeks since
Ahmanson delivered these consents, Great Western has been unwilling to
acknowledge the clear mandate from stockholders to level the playing field with
Ahmanson."
Ahmanson added, "Great Western is running out of excuses for ignoring the
will of its stockholders. Stockholders should not have to wait for the
additional step of final certification of these results before the Great Western
Board does the right thing and listens to the true owners of the company. Great
Western's stockholders have clearly and decisively articulated that they want
the Great Western Board to negotiate with Ahmanson, act in accordance with good
corporate governance, establish a level playing field for the two merger
proposals, and schedule an annual meeting by May 6, not June 13."
H. F. Ahmanson & Company, with more than $48 billion in assets, is the
parent company of Home Savings of America, one of the nation's largest full-
service consumer banks.
SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF") COMMON STOCK
HELD BY H. F. AHMANSON & COMPANY ("AHMANSON"), ITS DIRECTORS AND
EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF
AHMANSON AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF
Ahmanson and certain other persons named below may solicit proxies (a) to elect
three nominees and one or more alternate nominees (the "Nominees") as directors
of GWF at the annual meeting of stockholders of GWF to be held on a date to be
announced (the "Annual Meeting") and (b) in favor of the adoption at the Annual
Meeting of a non-binding stockholder resolution and seven proposals to amend the
By-laws of GWF. Ahmanson and certain other persons named below are also
soliciting consents from stockholders of GWF to approve proposals, without a
stockholders' meeting, to adopt non-binding resolutions of stockholders and
amendments to the By-laws of GWF. The participants in this solicitation may
include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black,
Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan,
Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders,
Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following
executive officers and employees of Ahmanson or its subsidiaries: Kevin M.
Twomey (Senior Executive Vice President and Chief Financial Officer),
Madeleine A. Kleiner (Senior Executive Vice President, Chief Administrative
Officer and General Counsel), Anne-Drue M. Anderson (Executive Vice President
and Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); and the following Nominees: Lawrence A.
Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E.
Merow.
As of April 18, 1997, Ahmanson is the beneficial owner of 3,134,100 shares of
GWF Common Stock. Other than Mr. Gelber, who owns 332 shares of GWF Common
Stock, none of the Nominees is the beneficial owner of any GWF Common Stock.
Other than set forth herein, as of April 18, 1997, neither Ahmanson nor any of
its directors, executive officers or other representatives or employees of
Ahmanson, any Nominees or other persons known to Ahmanson, who may solicit
proxies has any security holdings in GWF. Ahmanson disclaims beneficial
ownership of any securities of GWF held by any pension plan or other employee
benefit plan of Ahmanson or by any affiliate of Ahmanson. Ahmanson further
disclaims beneficial ownership of any securities of GWF held by Ahmanson or any
of its subsidiaries for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.
Although Credit Suisse First Boston Corporation ("CSFB") and Montgomery
Securities ("Montgomery"), financial advisors to Ahmanson, do not admit that
they or any of their directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information concerning CSFB or
Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation.
Each of CSFB and Montgomery engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their respective businesses, each
of CSFB and Montgomery may trade securities of GWF for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 18, 1997, CSFB held a net long
position of 24 shares of GWF common stock and Montgomery held no shares of GWF
common stock.
Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the
directors or executive officers of Ahmanson, the employees or other
representatives of Ahmanson who may participate in this solicitation or the
Nominees named above has any interest, direct or indirect, by security holdings
or otherwise, in GWF.
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