SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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{X} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[Press Release]
NEWS
[Great Western Logo]
FOR IMMEDIATE RELEASE
APRIL 9, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN SAYS THAT AHMANSON'S PROPOSED BRANCH
CLOSINGS WILL HARM LOW- AND MODERATE-INCOME AND
MINORITY COMMUNITIES
CHATSWORTH, Calif. -- Great Western Financial
Corporation (NYSE: GWF) announced today that H. F.
Ahmanson's planned closing of 201 branch offices in
connection with its proposed acquisition of Great Western
would have a severe impact on Great Western's low- and
moderate-income and minority communities. The comment is
part of a filing that Great Western made with the Office of
Thrift Supervision regarding Ahmanson's application to
acquire Great Western.
Great Western issued the following statement:
"Great Western takes very seriously its
obligations to its local communities and has worked
long and hard to establish a mutually beneficial
partnership. We are extremely concerned by the
negative impact that Ahmanson's single-minded cost
cutting plans will have on these communities.
"Despite closing 201 branches, Ahmanson asserts
that, `the current customers of each of Ahmanson and
Great Western will gain access to at least an
additional 150 branches as a result of the
combination.' To argue that customers will gain
access to additional branches as a result of the
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merger is sophistry -- in fact, the 802 branches now
available to customers will be reduced by 201 to 601.
"The Company believes that low- and moderate-
income and minority communities will be especially
hard-hit by Ahmanson's proposal. In defending its
aggressive cost cutting plans, Ahmanson has reported
to analysts that it intends to close 201 branches
within the communities served by Great Western. There
are 187 Great Western branches within 1.5 miles of a
Home Savings branch. An analysis of these branches
reveals that 100 Great Western and Home Savings
branches that are at risk of consolidation are located
in low- and moderate-income and minority communities
in California."
Great Western strongly urges stockholders not to sign
---
any consent card sent by Ahmanson and asks stockholders to
discard Ahmanson's white consent card. Great Western
stockholders are further urged to sign, date and mail the
BLUE consent revocation card.
With assets of $42.9 billion, Great Western Financial
Corporation is a diversified financial services company
operating more than 1,150 mortgage lending, retail banking
and consumer finance offices nationwide. Great Western's
principal subsidiary, Great Western Bank, is a mortgage-
oriented consumer bank with banking branch networks in
California and Florida.
Great Western Financial Corporation ("Great
Western") and the persons named below may be deemed to be
participants in the solicitation of proxies in connection
with the merger of Great Western and Washington Mutual,
Inc. ("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"). Participants in this solicitation may
include the directors of Great Western (J. F. Montgomery,
J. F. Maher, Dr. D. Alexander, H. F. Christie, S. E. Frank,
J. V. Giovenco, F. A. Gryp, E. Hernandez, Jr., C. D.
Miller, Dr. A. E. Siegel and W. B. Wood, Jr.); the
following executive officers of Great Western: J. L.
Erikson, C. F. Geuther, M. M. Pappas, A. W. Schenck III, R.
W. Sims and J. M. Studenmund; and the following other
members of management of Great Western: S. F. Adams, B. F.
Antenberg, B. R. Barkley, I. D. Campbell, C. Coleman, A. D.
Meadows and J. A. Trotter (collectively, the "Great Western
Participants"). Messrs. Montgomery and Maher beneficially
own 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.
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 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 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: J. Wender, J.
Mahoney, A. Gordon, T. Owens and A. 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: H. Lurie, L. S.
Wolfe, P. Wetzel, F. V. McMahon, J. Esposito, A. Sun, C.
Del-Moral Niles and K. Gupta. In the normal course of
their respective businesses Goldman Sachs and Merrill Lynch
regularly buy and sell securities issued by Great Western
and its affiliates ("Great Western Securities") and
Washington Mutual and its affiliates ("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 March 31, 1997, Goldman Sachs had positions in Great
Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 18,173 of Great
Western's common shares; (ii) net "long" $1 million of
Great Western's deposit notes; and (iii) net "long" 1,098
of Washington Mutual's common shares. As of March 31,
1997, Merrill Lynch had positions in Great Western
Securities and Washington Mutual Securities as principal as
follows: (i) net "long" 6,026 of Great Western's common
shares; (ii) net "long" 150 shares of Great Western's
8.30% preferred stock; and (iii) net "long" 1,526 of
Washington Mutual's common shares.
Other participants include Washington Mutual and
may include the directors of Washington Mutual (D. P.
Beighle, D. Bonderman, H. M. Bridge, J. T. Crandall, R. H.
Eigsti, J. W. Ellis, D. J. Evans, A. V. Farrell, W. P.
Gerberding, K. K. Killinger, S. B. McKinney, M. K. Murphy,
L. H. Pepper, W. G. Reed, Jr. and J. H. Stever); the
following executive officers of Washington Mutual: C. S.
Davis, S. P. Freimuth, L. D. Lannoye, W. A. Longbrake, D.
W. Oppenheimer, C. E. Tall and S. L. Wilson; and the
following other members of management of Washington Mutual:
K. Christensen, J. DeGrande, W. Ehrlich, J. B. Fitzgerald,
M. Kittner and D. G. Wisdorf (collectively, the "Washington
Mutual Participants"). Messrs. Bonderman, Crandall and
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. The Washington Mutual 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 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: S. B. Wolitzer, P.
R. Erlanger, S. Sobti, D. J. Kim, C. P. Sweeney and D. A.
Trznadel. In the normal course of its business Lehman
Brothers regularly buys and sells Washington Mutual
Securities and 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 March 31, 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" 12,629 of Great Western's common
shares; and (v) net "long" 160,000 shares of Great
Western's 8.30% preferred stock.
