As filed with the Securities and Exchange Commission on May 30, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Amendment No. 8
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. 7 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 43: Great Western Employee Merger Bulletin.
Exhibit 44: Letter to Mr. Peter R. Gleason of Institutional Shareholder
Services, dated May 30, 1997 (including newspaper
advertisement previously filed with the Securities and
Exchange Commission).
Exhibit 45: Revised and Updated Institutional Shareholder Services
Talking Points Outline, dated May 30, 1997.
Exhibit 46: Revised and Updated Presentation Materials Great Western
presented to Institutional Shareholder Services.
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: May 30, 1997
Exhibit 43
Merger Bulletin
[Great Western Logo]
May 29, 1997 Vol. 1 Number 11
To All Employees
New Merger Advertisement:
"After 100 Days The End Is In Sight"
For your information, attached is an advertisement that appeared in the
Wall Street Journal, New York Times, Los Angeles Times and American Banker.
The ad informs Great Western stockholders that they may be in a position to
receive Washington Mutual shares by early July, if they vote in favor of
the Great Western/Washington Mutual merger on June 13.
According to the ad, the Office of Thrift Supervision declared that WAMU's
application to acquire Great Western was informationally complete on May
20. This is an important step toward regulatory approval, which is expected
by late June or early July.
[A complete copy of the advertisement filed by Great Western Financial
Corporation with the Securities and Exchange Commission on May 29, 1997 is
attached to this bulletin.]
Published by Corporate Communications -- Great Western -- N 11 36 -- 9200
Oakdale Avenue, Chatsworth, CA
Exhibit 44
[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]
May 30, 1997
Mr. Peter R. Gleason
Senior Analyst
Institutional Shareholder Services
7200 Wisconsin Avenue, Suite 1001
Bethesda, Maryland 20814
Dear Mr. Gleason:
Much has transpired over the past three months for Great
Western Financial Corporation ("Great Western"), Washington Mutual, Inc.
("Washington Mutual") and H.F. Ahmanson & Company ("Ahmanson"). We realize
that, in connection with the consent and proxy solicitations relating to
the Great Western/Washington Mutual merger and Ahmanson's unsolicited
acquisition proposal, you have received and reviewed a significant amount
of information. Most recently Ahmanson has provided you with a lengthy
letter, dated May 27, 1997, setting forth Ahmanson's position regarding a
variety of issues. Great Western has reviewed Ahmanson's letter and,
needless to say, it disagrees with virtually all of Ahmanson's assertions.
However, at this juncture, with the Great Western and Washington Mutual
stockholder votes on the merger scheduled to occur in two weeks, we are
writing, on behalf of Great Western, to make only the following
observations in response to Ahmanson's letter:
o Great Western Chose the Superior Merger. Great
Western has pursued a strategic merger with
Washington Mutual, and the Great Western Board is
absolutely convinced that Washington Mutual is a
superior merger partner. In approving the Great
Western/Washington Mutual merger agreement, the
Great Western Board concluded, among other things,
that the Washington Mutual merger proposal was not
only superior on an immediate-term value basis but
also, in the Board's opinion, presented Great Western
stockholders with better long-term value prospects.
Great Western believes that:
o The Washington Mutual merger
creates a premier consumer bank-
ing franchise.
o Washington Mutual, compared to
Ahmanson, has a proven track
record of delivering
stockholder value.
o A combined Great Western/Washington
Mutual is financially superior to a
combined Great Western/Ahmanson.
The benefits of the Washington Mutual merger are
discussed in the revised and updated versions of the
presentations first provided to you on May 22, 1997
which are attached hereto.
o Analyst Reaction. Over the course of the past few
months, many analysts have similarly espoused the
merits of a Great Western/Washington Mutual merger.
We have attached hereto for your review an
advertisement containing a sampling of quotes from
analysts.
o Current Value. The market has supported the
determination of the Great Western Board. The current
implied value of the Washington Mutual merger has
been higher than that of Ahmanson's "enhanced"
proposal for each trading day since May 16.(1) Based
on the closing market prices of Washington Mutual
common stock and Ahmanson common stock on May 29,
1997, the current implied value of the Washington
Mutual merger was $1.09 per share higher than that of
Ahmanson's "enhanced" proposal, which represents
approximately $150 million in additional value for
Great Western stockholders.
o The Great Western Board is Overwhelmingly
Independent. Nine of Great Western's 11 directors are
independent of Great Western. Despite Ahmanson's
repeated assertions that the loans granted to Great
Western's directors under Great Western's Employee
Home Loan Program are somehow relevant to the
directors' independence, the fact is that they are
not -- the terms of such loans will not be affected
in any manner by the identity of Great Western's
merger partner.
o The "Commitment" of the Great Western Board. The
Great Western Board is committed to only one thing
-- the best inter- ests of Great Western's
stockholders. This commitment has resulted in the
execution of a merger agreement with Washington
Mutual -- no factors have come to the Great Western
Board's attention that have altered its belief that
the Great Western/Washington Mutual merger is in
the best interests of Great Western's stockholders.
Based on all the facts, the Great Western Board
remains committed to the Great Western/Washington
Mutual merger.
o Ahmanson is a Known Entity. As a result of many years
of direct competition with Ahmanson and presentations
made by Great Western's outside advisors to the Great
Western Board throughout the past few years, the
Great Western Board and Great Western management are
thoroughly familiar with the business, operations and
strategic direction of Ahmanson. Based on this
knowledge, the Great Western Board concluded that
Ahmanson was not a good strategic fit for Great
Western.
o A Level Playing Field. Ahmanson claims that there is
an unlevel playing field; however, it was Ahmanson
which sought, through a carefully orchestrated
campaign consisting of litigation, analyst presen-
tations and press releases, and a proxy and consent
solicitation, to stampede Great Western and its
stockholders into accepting Ahmanson's inferior
merger proposal and discourage other potential bid-
ders for Great Western.
o Timing. Ahmanson claims that the consummation of
its proposed exchange offer is on a time track
similar to that of the Great Western/Washington
Mutual merger. However, Washington Mutual will submit
the Great Western/Washington Mutual merger to its
stockholders for approval in two weeks; Ahmanson has
not even filed a proxy statement with the Securities
and Exchange Commission in order to solicit the
approval of its stockholders -- an approval that is
required for Ahmanson to consummate its proposed
exchange offer.
- ------------
1 The current implied value is determined by reference to the
respective closing prices of the Washington Mutual common stock and
the Ahmanson common stock and, in the case of Ahmanson, is based on
the assumption that the average closing price of the Ahmanson
common stock for the applicable pricing period equals the closing
price on the date in question.
As indicated above, we have also attached hereto for your
review revised and updated versions Great Western's earlier presentations.
These presentations re- flect, among other things, Great Western's belief
that Ahmanson's solicitation for three board seats and in support of by-law
amendments is being undertaken solely in an effort to further Ahmanson's
acquisition proposal. We appreciate your consideration of the foregoing.
Sincerely,
/s/ Fred B. White, III
Fred B. White, III
Exhibit 45
May 22, 1997
(as updated on May 30, 1997)
GREAT WESTERN FINANCIAL CORPORATION
Summary of Great Western Financial Corporation's
Position with Respect to Issues Relating to Solicitation
by H. F. Ahmanson & Company For Three Seats on Great
Western's Board of Directors and in Support of Five
Separate By-law Amendments
1. Election of Directors
o Ahmanson repeatedly asserts that its three nominees "are not
committed to any particular proposal" and "will in no way be
controlled by or acting at the direction of Ahmanson." This
is not credible. Despite the fact that, if elected,
Ahmanson's nominees will have fiduciary duties to all
Great Western shareholders, they can be expected to serve
Ahmanson's interests.
- On April 21, 1997, the press reported a statement by
Charles Rinehart that electing three directors to
Great Western's Board was key to Ahmanson's plan to
take over Great Western.
- In Ahmanson's lawsuit relating to the date of the
Annual Meeting, the Delaware Chancery Court, in a
slip opinion, stated: "Ahmanson was pressing the
Court to ... serve primarily Ahmanson's individual
strategic interests as a bidder, as distinguished
from the interests of Great Western shareholders
generally."
- Ahmanson has agreed to indemnify each Ahmanson
nominee against all claims incurred by such nominees
in connection with being a nominee and in connection
with being a director of Great Western if elected,
including any claims for breach of fiduciary duties.
o Throughout the past 3 months, the Great Western Board
believes it has done exactly what a Board of Directors
should do in responding to a bid for a company. It has
always acted in the best interests of shareholders. There is
no issue of attempted entrenchment. The Washington Mutual
merger, based on comparative market prices of Ahmanson and
Washington Mutual on March 6 (the day of announcement),
delivered almost $700 million of additional value to Great
Western stockholders.
- We believe that without the Washington Mutual merger
Ahmanson would not have had any reason to modify its
original proposal to exchange each Great Western
share for 1.05 Ahmanson shares as it did on March 17.
The original proposal would currently be worth about
$967 million less than the Washington Mutual merger.
Even Ahmanson's exchange offer proposal, based on
comparative market prices of Ahmanson and Wash-
ington Mutual on May 29, is worth about $150 million
less than the Washington Mutual merger.
o Great Western's Board is overwhelmingly comprised of
independent directors. The Board has acted reasonably,
rationally, and in the best interests of its shareholders,
in determining that:
- Washington Mutual is the superior merger
partner, and
- The Washington Mutual merger will provide
superior value to shareholders
(For a detailed discussion of the factors the Great Western
Board considered in reaching these determinations, and the
determination not to authorize Great Western management to
provide information to, or engage in negotiations or
discussions with, Ahmanson, see pages 38 through 43 of the
Joint Proxy Statement/Prospectus of Washington Mutual and
Great Western, dated May 13, 1997.) Even the current
indicated values of the Ahmanson exchange offer proposal and
the Washington Mutual merger are roughly equivalent, with
the indicated value of the Washington Mutual merger higher
on every trading day since May 16.(1)
o In order to induce Washington Mutual to enter into the
merger agreement, Great Western agreed to a standard "no
shop" clause. This enables the Board to act in accordance
with its fiduciary duties, but does not permit Great
Western to enter into discussions with third parties,
including Ahmanson, unless, after consulting with and
considering the advice of its financial advisors and
outside counsel, the Great Western Board determines in good
faith that the failure to enter into discussions would
create a reasonable possibility of a breach of its fiduciary
duties. The Great Western Board's decision not to enter into
discussions with Ahmanson is both reasonable and rational,
and consistent with Great Western's obligations under the
Washington Mutual merger agreement.
o In the event that Great Western shareholders do not approve
the Washington Mutual merger, the Board will examine all
available options. This should be done by Great Western's
independent Board which will serve the interests of all
shareholders, without the three designees of a potential
acquiror (Ahmanson) seeking to influence the Board's
decisions.
- ------------
1 The current implied value is determined by reference to the
respective closing prices of the Washington Mutual common stock and
the Ahmanson common stock and, in the case of Ahmanson, is based on
the assumption that the average closing price of the Ahmanson
common stock for the applicable pricing period equals the closing
price on the date in question.
o There is no reason to question the motives or decisions of
Great Western's Board, nor is there anything about
Ahmanson's proposal that should cast any doubt on whether
the Board has reasonably acted in the shareholders' best
interests.
2. Proposed By-law Amendments
o Ahmanson's five proposed By-law amendments are:
1. Calling of Special Meetings of Sharehold-
ers by the holders of 10% of Great
Western's stock.
2. Prohibiting persons previously defeated
in an election from being appointed to fill
vacancies on the Board.
3. Requiring an Ahmanson nominee, if
elected, to serve on any executive or comparable
committee of the Board.
4. Specifying that certain information be
included in notices of Board meetings.
5. Providing that only shareholders may
amend or repeal any By-laws adopted at the
1997 Annual Meeting.
o These proposed By-laws should be viewed in their totality as
a further effort by Ahmanson to restrict the Great Western
Board's ability and flexibility in responding to the
Ahmanson proposal and protecting the interests of
shareholders.
o Ahmanson seeks to portray itself as an advocate of good
governance. This is empty rhetoric. These proposals are in
Ahmanson's interests; not the interests of Great Western's
shareholders. Not one of these proposed amendments is
included in Ahmanson's own By-laws.
- For example, Ahmanson already has proposed ten
separate By-law amendments or advisory resolutions in
the consent solicitation and at the Annual Meeting.
Ahmanson is engaging in three separate contested so-
licitations (the consent solicitation; the Annual
Meeting; and the merger vote). The proposed By-law
relating to Special Meetings of Shareholders could
enable Ahmanson to align itself with the holders of a
small minority of shares and repeatedly compel
additional Special Meetings at which Ahmanson could
present additional resolutions and proposed By-law
amendments.
o If Great Western's shareholders approve the Washington
Mutual merger, these proposed By-law amendments will have no
relevance. If the merger is not approved, Ahmanson should
not be permitted to dictate or influence the Board's further
responses.
3. The "Tone" of the Contest
o Ahmanson is unfairly seeking to blame Great Western for the
"tone" of the contest. Great Western is simply pursuing a
strategic merger its Board believes is in the best interests
of its shareholders. Ahmanson has attacked the Washington
Mutual merger on every front, and has attacked Great
Western, its directors, its advisors and Washington Mutual.
o While the "tone" is irrelevant to the outcome and the
interests of Great Western's shareholders, a few points
should be made.
o Any confusion that may exist in connection with Ahmanson's
consent solicitation results from Ahmanson's own actions.
- Ahmanson, in fact, insisted at first that the 5.2
million double voted shares be counted twice. It was
only after Great Western brought a lawsuit that
Ahmanson changed its position.
- Ahmanson intentionally refused to cause a record date
to be set for two of its five consent resolutions. It
could easily have done so.
o Ahmanson says Great Western did not want its shareholders to
vote. This is false. The Annual Meeting was delayed until
the situation stabilized and shareholders could make
informed decisions. It is Ahmanson which is seeking to delay
the merger vote for several months (six weeks after
certification of the vote at the Annual Meeting; the
certification itself could take approximately one month as
was the case in the consent solicitation). If Ahmanson were
truly confident it had the superior proposal, it would
welcome a vote by our shareholders on the Washington Mutual
merger.
Exhibit 46
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
Washington Mutual, Inc.
Merger With
Great Western Financial Corporation
The Executive Summary*
ISS Meeting
May 22, 1997
Updated May 30, 1997
* The following is an executive summary of certain more detailed
information contained in Great Western Financial Corporation's Current
Report on Form 8-K (the "Form 8-K") filed with the Securities and Exchange
Commission on May 22, 1997. For further information concerning certain
matters described herein see the Form 8-K.
- ----------------------------------------------------------------------------
Why We Believe the WAMU Transaction Is Best For GWF Shareholders
- ----------------------------------------------------------------------------
We believe:
o The WAMU transaction creates immediate as well as ongoing value for
GWF shareholders (Page 2)
o The WAMU transaction creates a premier consumer banking franchise
(Page 3)
o The WAMU transaction represents the low risk execution alternative
for GWF shareholders (Page 4)
o The Ahmanson Proposal utilizes questionable assumptions and relies
on imprudent leverage (Page 5)
o That WAMU, compared to Ahmanson, has a proven track record of
delivering shareholder value (Page 6)
o The pro forma combined GWF/WAMU is financially superior to a
combined GWF/Ahmanson (Page 7)
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe the WAMU Transaction Creates Immediate As Well As Ongoing Value
for GWF Shareholders
- ----------------------------------------------------------------------------
o Highly accretive to earnings per share -- 56% projected 1999E
accretion per GWF share
o Earnings growth improved above what GWF shareholders could expect
on a stand-alone basis -- 32% 1997E-1999E pro forma EPS growth
versus 11% standalone EPS growth (a)
o Capital ratios remain strong as excessive leverage is not required
to produce attractive financial returns -- pro forma tangible
common ratio is projected to be in excess of 5%
o Significant growth in net interest income driven by high projected
loan originations at reasonable margins -- projected net loan
growth of $11.0 and $11.4 billion for 1998E and 1999E at net
interest margins of 1.66% and 1.72%, respectively
o WAMU has a consistent record of regular dividend increases -- 29%
average annual increase since 1991 (b)
(a) Standalone EPS growth based on First Call mean estimates as
of May 6, 1997.
(b) The historical pro forma dividend for GWF stockholders would
be higher in a merger with Ahmanson ($1.06 per share) than
in a merger with WAMU ($0.94 per share).
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe the WAMU Transaction Creates a Premier Consumer Banking Franchise
- ----------------------------------------------------------------------------
o Will rank in top three in consumer deposit market share in
California, Washington and Oregon and 5th in Florida
o Number one-ranked originator of single family mortgage loans in
Washington and Oregon, and number two-ranked in California
o WAMU's proven consumer banking capabilities have produced cumula-
tive average growth rates since 1993 of 7% in consumer loans, 52%
in depositor fee income, 23% in retail checking accounts and 10% in
total households served. These capabilities will be applied to
GWF's customer base
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe the WAMU Transaction Represents the Low Risk Execution
Alternative For GWF Shareholders
- ----------------------------------------------------------------------------
o The WAMU management team has worked together for a significant
number of years (more than 14 years average tenure vs. less than 4
for Ahmanson management) and has considerably greater experience
integrating large acquisitions as compared to Ahmanson's
management team (Since 1990, WAMU has completed 6 acquisitions with
consideration greater than 10% of its standalone market
capitalization prior to each purchase compared to only 1 such
acquisition for Ahmanson)
o GWF's systems are compatible with WAMU's, not with Ahmanson's. WAMU
and GWF both use the Hogan system for deposit operations and Alltel
for loan servicing
o WAMU will continue to use the GWF name in California, benefiting
customer retention
o WAMU is a friendly transaction which we believe will result in
faster and smother integration. Ahmanson is a hostile offer that
has antagonized employees
o We believe a faster solution to the situation is better for
shareholders, employees and customers. WAMU is on track for a
closing in early July
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe the Ahmanson Proposal Utilizes Questionable Assumptions and
Relies On Imprudent Leverage
- ----------------------------------------------------------------------------
o Ahmanson's projected cost savings are $114 million or 34% greater
than WAMU's, a difference that we do not believe can be supported
by Ahmanson's proposed 100 additional branch closures
o Ahmanson's earnings are significantly more sensitive to achieving
the stated cost savings target than are WAMU's. Based on the
achievement of 50% of projected synergies, Ahmanson's 1999E EPS
accretion/(dilution) would be 17 percentage points less than its
pro forma base case versus 10 percentage points for WAMU
o Ahmanson's EPS forecasts depend on massive share repurchases that
leave little room for error -- share repurchases plus dividends are
projected to equal 178% of net income through 1999E
o Massive share repurchases will result in Ahmanson continuing to
have one of the lowest consolidated tangible common equity ratios
in the industry -- pro forma ranking of 92 out of 93 savings and
loan holding companies (a)
o Ahmanson's intangibles will total 58% of total equity and the
amortization expense will be in excess of 25% of net income
available to common stock in 1998E
(a) This ratio relates to Ahmanson, which is a savings and loan holding
company, and does not relate to its depository institution
subsidiary. Such subsidiary is "well-capitalized" within the
meaning of Office of Thrift Supervision rules and regulations,
which are not applicable to savings and loan holding companies.
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe that WAMU, Compared To Ahmanson, Has a Proven Track Record
of Delivering Shareholder Value
- ----------------------------------------------------------------------------
o WAMU has consistently produced greater returns to shareholders --
ten year total return: 24% vs. 9%
o WAMU has consistently maintained stronger asset quality and reserve
coverage ratios -- NPA-to-assets: 0.93% vs. 2.06; Reserves-to-NPLs:
110% vs. 50%
o WAMU has delivered superior growth in earnings per share and divi-
dends per share -- annual dividend growth: 29% vs. 0% (a)
o WAMU has a more attractive mix of loans and deposits and is
geographically more diversified -- consumer loans: 10% vs 3%;
transaction + money market + savings accounts: 42% vs. 32%
o WAMU's loan originations have been growing while Ahmanson's have
been declining -- 1994 to 1996 originations: 46% increase vs. 47%
decrease
(a) The historical pro forma dividend for GWF stockholders would
be higher in a merger with Ahmanson ($1.06 per share) than
in a merger with WAMU ($0.94 per share).
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe the Pro Forma Combined GWF/WAMU Is Superior To a Combined
GWF/Ahmanson
- ----------------------------------------------------------------------------
o GWF shareholders, for each GWF share, will receive greater earnings
and book value in a WAMU transaction than in an Ahmanson
transaction (see page 8)
o A combination with WAMU will produce higher growth rates in EPS and
book value than a combination with Ahmanson which should result in
higher valuation multiples for WAMU (see page 8)
o Return on assets and equity are materially higher in a combination
with WAMU (see page 8)
o Capital, asset quality and reserve coverage ratios are
significantly stronger in a combination with WAMU (see page 8)
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
We Believe the Pro Forma Combined GWF/WAMU Is Superior To a Combined
GWF/Ahmanson
- ----------------------------------------------------------------------------
WAMU Ahmanson
Transaction Proposal
EPS
1999E Accretion to GWF Shareholder (a) 56% 39%
1997E-1999E Growth 32% 22% (b)
Capital
12/31/97E Tangible Common Equity Ratio 4.91% (c) 3.46% (b)
and projected to and projected
increase to be flat
12/31/97E Tangible Book Value per GWF $19.28 $12.22 (b)
Share
1997E-1999E Growth in Tangible Book 20% 3%(b)
Value per Share
Returns
1999E Return on Assets 1.35% (c) 0.98% (b)
1999E Return on Common Equity 23.1% (c) 11.7% (b)
Asset Quality
NPAs/Assets @ 3/31/97 0.94% (d) 1.35% (d)
Reserves/NPLs @ 3/31/97 119% (d) (e) 83% (d) (e)
(a) Relative to First Call mean estimates for 1998E. 1999E assumes 10%
EPS growth over 1998E First Call mean estimate.
(b) Based on Ahmanson's March 25, 1997 Press Release.
(c) Based on data presented in or underlying WAMU's S-4 Registration
Statement dated March 13, 1997 and recent transaction-related
analyst presentations. Assumes 10% annual growth rate of tangible
assets, for illustrative purposes.
(d) NPL and NPA ratios exclude restructured loans.
(e) Reflects $100 million increase in loan loss reserves.
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[Washington Mutual Logo] [Great Western Logo]
GWF Per Share Deal Value -- WAMU & Ahmanson
- ----------------------------------------------------------------------------
[Graph with two lines, one solid line for WAMU Transaction and one dotted
line for Ahmanson Proposal]
[Horizontal line: date hash-marks at two-week intervals (2/18/97 - 5/29/97);
Vertical line: Per GWF Share Deal Value (40.00 - 52.00)]
Ahmanson WAMU
Date Proposal Transaction
2/18 $ 47.12
2/19 45.28
2/20 44.10
2/21 43.18
2/24 44.36
2/25 43.58
2/26 44.10
2/27 44.10
2/28 43.18
3/03 43.71
3/04 43.44
3/05 44.10
3/06 42.79 $ 47.70
3/07 44.23 47.59
3/10 44.49 48.94
3/11 43.84 49.05
3/12 43.31 47.93
3/13 42.39 46.46
3/14 42.26 45.34
3/17 47.70 46.01
3/18 46.80 45.45
3/19 47.55 45.45
3/20 47.40 45.45
3/21 47.25 45.11
3/24 46.95 45.23
3/25 46.50 46.07
3/26 46.65 45.45
3/27 44.85 44.61
3/31 43.65 43.48
4/01 44.40 43.31
4/02 43.65 42.53
4/03 43.80 43.59
4/04 42.45 42.92
4/07 42.60 43.14
4/08 44.55 44.44
4/09 44.25 43.26
4/10 44.70 42.98
4/11 42.30 40.95
4/14 42.30 41.74
4/15 44.40 42.86
4/16 43.95 42.08
4/17 43.95 42.53
4/18 43.20 41.96
4/21 42.90 41.85
4/22 43.20 41.63
4/23 43.95 42.08
4/24 43.65 41.40
4/25 42.60 40.84
4/28 43.65 40.95
4/29 44.40 42.08
4/30 45.75 44.44
5/01 45.45 43.43
5/02 47.40 45.45
5/05 47.85 46.46
5/06 48.90 47.42
5/07 47.25 46.69
5/08 47.70 47.19
5/09 47.25 46.97
5/12 48.00 47.42
5/13 48.00 47.08
5/14 49.20 48.71
5/15 49.05 48.88
5/16 49.65 49.95
5/19 49.80 50.29
5/20 50.00 50.40
5/21 49.05 50.01
5/22 49.50 49.56
5/23 48.60 49.39
5/27 47.55 48.49
5/28 47.40 48.66
5/29 47.40 48.49
[Graphics: arrow pointing to Ahmanson Proposal line at coordinate
(02/18/97, 47.12) with text box: 02/18/97 Ahmanson launches a hostile bid
for GWF at an exchange ratio of 1.05x; arrow pointing to WAMU Transaction
line at coordinate (03/06/97, 47.70) with text box: 03/06/97 WAMU announces
merger agreement with GWF at an exchange ratio of 0.9x; arrow pointing to
Ahmanson Proposal line at coordinate (03/17/97, 47.70) with text box:
03/17/97 Ahmanson moves to floating exchange ratio with collar (1.2x -
1.1x)]
- ----------------------------------------------------------------------------
[Washington Mutual Logo] [Great Western Logo]
Exchange Ratio Analysis -- Ahmanson Proposal
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[Graph appears here. Horizontal line: Ahmanson Stock Price ($37.00 -
$50.00); Vertical line: Offer Value Per GWF Share ($44.00 - 56.00); To the
right of vertical line appears a subtitle: 1.20x Exchange Ratio; followed
by a vertical line: $41.67; followed by a subtitle: 1.20 to 1.10x Exchange
Ratio $50 Offer; followed by a vertical line: $45.45; followed by a
subtitle: 1.10x Exchange Ratio; Diagonal line from coordinates (37.00,
44.40) to (41.67, 50.00) becoming a horizontal line from coordinates
(41.67, 50.00) to (45.45, 50.00) becoming a diagonal line from coordinates
(45.45, 50.00) to (50.00, 55.00); graphic: arrow with text: Current
Ahmanson Price pointing to coordinate (39.50, 47.40) with dashed vertical
and horizontal lines from that coordinate to the horizontal and vertical
axes of the graph.]
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[Washington Mutual Logo] [Great Western Logo]
Comparison of Upside Potential (a)
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<TABLE>
<CAPTION>
WAMU Transaction Ahmanson Proposal
Change In Exchange Implied Value Exchange Implied Value WAMU
Stock Price Price Ratio Per GWF Share Price (c) Ratio Per GWF Share Superiority
- ----------- ----- ----- ------------- --------- -------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Current (b) $53.88 0.90x $48.49 $39.50 1.20x $47.40 $1.09
5% Appreciation 56.57 0.90 50.91 41.48 1.20 49.77 1.14
10% Appreciation 59.26 0.90 53.34 43.45 1.15 50.00 3.34
15% Appreciation 61.96 0.90 55.76 45.43 1.10 50.00 5.76
</TABLE>
(a) Reflects pre-merger values only.
(b) As of May 29, 1997.
(c) Ahmanson's exchange offer ratio would be fixed based upon the average
closing price of Ahmanson stock for the 20 trading days prior to the
third trading day prior to the expiration of its exchange offer, or
in the event of a merger with Great Western, the 20 trading days
prior to the receipt of OTS approval. Shown figures assume the
average closing price for the 20 day period was equal to the closing
price on that date.
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[Washington Mutual Logo] [Great Western Logo]
