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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [_]
Filed by party other than the registrant [X]
Check the appropriate box:
[_]Preliminary Consent Statement [_]Confidential, for Use of the
[_]Definitive Consent Statement Commission Only (as permitted
[X]Definitive Additional Materials by Rule 14a-6(e)(2))
[_]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 CONSENT 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 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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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 March 14, 1997, Ahmanson is the beneficial owner of 2,344,800 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 March 14, 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 customers 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 March 12, 1997, CSFB held a net
short position of 203,476 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.
