SCHEDULE 14A INFORMATION
PROXY 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
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement
{X} 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)
-----------------------------------------
(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: ______________________________________________________
[NEWSPAPER ADVERTISEMENT]
[Graphic: Picture of Fortune Magazine chart entitled
"Savings Institutions".]
1996 1995 Company Score
1 2 Washington Mutual 7.06
2 1 Golden West Financial 6.96
3 5 Standard Federal Bancorp. 6.18
4 - Charter One Financial 5.90
5 4 H.F. Ahmanson 5.75
[Graphic: A circle is made around the first horizontal
line to include "1, 2, and Washington Mutual".]
Fortune Magazine, March 3, 1997
Ever notice you never hear anyone yelling "we're number
five?"
But being number one, on the other hand, is something
worth talking about.
When Washington Mutual was rated the number one most
admired savings institution in the country by our peers in
Fortune Magazine, it was nice to know people were paying
attention.
Paying attention to the way we treat our customers and
employees, our top-rated line of products and services, the
quality of our management team and our long-term return to
shareholders.
Maybe that's one of the many reasons why the Great
Western Board of Directors chose us to be their merger
partner.
[Graphic: Box containing the following language "1997
FORTUNE America's Most Admired Companies".]
[Washington Mutual logo]
The friend of the family.*
FDIC insured
*"America's Most Admired Companies" and Fortune Magazine
are trademarks belonging to Time, Inc.
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,
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, William
G. Reed, Jr. and James H. Stever); the following executive
officers of Washington Mutual: Craig S. Davis, Steven P.
Freimuth, Lee D. Lannoye, 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, JoAnne DeGrande, William Ehrlich, James
B. Fitzgerald, Marc Kittner and Douglas G. Wisdorf
(collectively, the "Washington Mutual Participants"). 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 common stock, respectively. The
remaining Washington Mutual Participants do not
beneficially own, individually or in the aggregate, in
excess of 1% of Washington Mutual's equity securities.
Other participants in the solicitation include Great Western
and 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: 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
680,488 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.
Washington Mutual has retained Lehman Brothers Inc.
("Lehman Brothers") to act as its financial advisor in
connection with the Merger for which it received and may
receive substantial fees as well as reimbursement of
reasonable out-of-pocket expenses. In addition, Washington
Mutual has agreed to indemnify Lehman Brothers and certain
related persons against certain liabilities, including
certain liabilities under the federal securities laws,
arising out of its engagement. Lehman Brothers is an
investment banking firm that provides a full range of
financial services for institutional and individual
clients. Lehman Brothers does not admit 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 Lehman Brothers. In
connection with Lehman Brothers' role as financial advisor
to Washington Mutual, Lehman Brothers and the following
investment banking employees of Lehman Brothers may
communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons
who are stockholders of Washington Mutual and Great
Western: Steven B. Wolitzer, Philip R. Erlanger, Sanjiv
Sobti, David J. Kim, Craig P. Sweeney and Daniel A.
Trznadel. In the normal course of its business Lehman
Brothers regularly buys and sells securities issued by
Washington Mutual and its affiliates ("Washington Mutual
Securities") and Great Western and its affiliates ("Great
Western Securities") for its own account and for the
accounts of its customers, which transactions may result
from time to time in Lehman Brothers and its associates
having a net "long" or net "short" position in Washington
Mutual Securities, Great Western Securities or option
contracts with other derivatives in or relating to
Washington Mutual Securities or Great Western Securities.
As of May 5, 1997, Lehman Brothers had positions in
Washington Mutual Securities and Great Western Securities
as principal as follows: (i) net "short" 224 of Washington
Mutual's common shares; (ii) net "long" 27,434 shares of
Washington Mutual's 9.12% preferred stock; (iii) net "long"
124,964 shares of Washington Mutual's 7.60% preferred
stock; (iv) net "long" 17,445 of Great Western's common
shares; and (v) net "long" 160,000 shares of Great
Western's 8.30% preferred stock.
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,
as well as reimbursement of reasonable out-of-pocket
expenses. In addition, Great Western has agreed to
indemnify Goldman Sachs and Merrill Lynch and certain
related persons related to them against certain
liabilities, including certain liabilities under the
federal securities laws, arising out of their engagement.
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,
Christopher Del-Moral Niles and Kavita Gupta. In the
normal course of their respective businesses Goldman Sachs
and Merrill Lynch regularly buy and sell Great Western
Securities and Washington Mutual Securities for its own
account and for the accounts of its customers, which
transactions may result 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 with
other derivatives in or relating to Great Western
Securities or Washington Mutual Securities.
As of May 5, 1997, Goldman Sachs had positions in Great
Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 9,273 of Great
Western's common shares and (ii) net "long" $1 million of
Great Western's deposit notes. As of May 5, 1997, Merrill
Lynch had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i)
net "long" 2,326 of Great Western's common shares; (ii) net
"long" 1,600 shares of Great Western's 8.30% preferred
stock; and (iii) net "long" 1,526 of Washington Mutual's
common shares.
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