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:
<PAGE>
There has been a lot of misinformation circulating regarding the competing
proposals for Great Western Financial. Following are the essential differences
that must be considered by the Great Western shareholders:
AHM WAMU
Offer * Higher Current Value * Dilutive without aggressive
* Accretive asset growth
* Low risk * Aggressive assumptions
* Conservative assumptions * Unlimited downside risk
* Limited downside risk
Structure * Purchase * Pooling
* Flexible capital management * Inflexible capital management
- Growth or - Growth or
- Share repurchase - Amass excess capital
* Optimize capital structure (1 returning less than 5%
part preferred and 4 parts after-tax
common)
* No analyst has questioned our
structure / acceptance of
Cash EPS
Benefits to * Higher accretion * Lower accretion
GWF * 60% of merger benefits go to * 50% of merger benefits go to
GWF GWF
* Higher dividend * Lower dividend
* Low execution risk * High execution risk
Assumptions * Conservative * Cost saves out of line with
* 100% analyst acceptance comparable transactions
* Revenue enhancements based on
unrealistic growth (FBS is
projecting revenue
enhancements that are 20% of
what WAMU is projecting for a
similar size transaction)
* Cost saves and revenue
enhancements "don't walk well
together"
* Virtually every analyst has
questioned the assumptions in
a significant way
* Advisors accepted WAMU
financial forecasts without
expressing independent
judgment
Execution * Low * Increasing size 4x in 12
Risk * Highly experienced in months (Jack Grundhofer of
converting deposit systems FBS would not tackle another
* Same CPI loan system large transaction for at
least 9 months post closing
of USBC)
* ASB not yet integrated
* Lack of management experience
in pertinent markets and
business lines
Results Simple, proven formula...WAMU * Transaction is dilutive if
cannot fault AHM assumptions nor all of WAMU's aggressive
can they utilize the benefits of assumptions are not attained
AHM capital flexibility. Thus, * Burdened with excess capital
WAMU has chosen to focus on: based on common, but even
* Reported EPS, when the more so when including $400
strength of AHM proposal lies million of MIPs
with cash EPS * Focused on tangible common
* Capital levels, when Home equity to mask WAMU's highly
Savings core capital ratio overcapitalized position, and
was higher than WAMU's at to attempt to distort AHM's
year-end 1996 and AHM efficient use of capital
maintains well capitalized * Questionable asset quality
status throughout the and interest rate risk
projections
THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT
TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF
AHMANSON AND, ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A
COMBINED AHMANSON/GREAT WESTERN FINANCIAL CORPORATION, INCLUDING
STATEMENTS RELATING TO: (A) THE COST SAVINGS AND ACCRETION TO CASH
EARNINGS AND REPORTED EARNINGS THAT WILL BE REALIZED FROM THE PROPOSED
MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED MERGER, INCLUDING THE
POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES OF
CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED; (C)
AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES
EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE
FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES.
FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS,
THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS FROM THE PROPOSED
MERGER CANNOT BE FULLY REALIZED OR REALIZED WITHIN THE EXPECTED TIME
FRAME; (2) REVENUES FOLLOWING THE PROPOSED MERGER ARE LOWER THAN
EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY INSTITUTIONS
INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL
CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS,
EITHER NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE
DOING BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR
REGULATORY CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED
COMPANY WOULD BE ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH
COULD AFFECT THE FINANCIAL RESULTS OF AHMANSON AFTER THE PROPOSED MERGER
IS INCLUDED IN FILINGS BY AHMANSON WITH THE SECURITIES AND EXCHANGE
COMMISSION, ("COMMISSION"), INCLUDING A REGISTRATION STATEMENT ON FORM S-
4 FILED WITH THE COMMISSION ON FEBRUARY 18, 1997, AS AMENDED, AND THE
COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN. AHMANSON BELIEVES
THAT THE INFORMATION REGARDING THE PROPOSED WASHINGTON MUTUAL/GREAT
WESTERN MERGER IS SUBJECT TO SIMILAR QUALIFICATIONS AND UNCERTAINTIES.
ALTHOUGH THIS PRESENTATION INCLUDES INFORMATION CONCERNING WASHINGTON
MUTUAL AND GREAT WESTERN INSOFAR AS IT IS KNOWN OR REASONABLY AVAILABLE
TO AHMANSON, AHMANSON DOES NOT HAVE ACCESS TO THE BOOKS AND RECORDS OF
EITHER COMPANY. THEREFORE, INFORMATION CONCERNING GREAT WESTERN AND
WASHINGTON MUTUAL THAT HAS NOT BEEN MADE PUBLIC IS NOT AVAILABLE TO
AHMANSON. CONSEQUENTLY, WITH RESPECT TO WASHINGTON MUTUAL, GREAT WESTERN
AND THEIR PROPOSED MERGER, AHMANSON HAS RELIED ENTIRELY ON PUBLICLY
AVAILABLE INFORMATION WITHOUT INDEPENDENT VERIFICATION. MOREOVER,
AHMANSON NOTES THAT THE NEED TO RELY SOLELY ON SUCH PUBLICLY AVAILABLE
INFORMATION MAY AFFECT THE JUDGMENTS UNDERLYING AN EVALUATION OF THE
FINANCIAL AND OTHER PROJECTED INFORMATION DISCUSSED HEREIN.
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 21, 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 21, 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 March 21, 1997,
CSFB held a net long position of 5,443 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.
