SCHEDULE 14A INFORMATION
Revocation 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:
{X}Preliminary Proxy Statement (Revocation of Consent Statement)
{_}Definitive Proxy Statement (Revocation of Consent Statement)
{_}Definitive Additional Materials
{_}Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREAT WESTERN FINANCIAL CORPORATION
-----------------------------------------
(Name of Registrant as specified in its charter)
GREAT WESTERN FINANCIAL CORPORATION
-----------------------------------------
(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 transactions: _________________
(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 registra-
tion 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: _______________________________________________________
PRELIMINARY COPY -- SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997
[Great Western Letterhead]
___________, 1997
Dear Great Western Stockholder:
On February 18, 1997, H.F. Ahmanson & Company ("Ahmanson"),
a major competitor, unilaterally announced a proposal for a
merger with Great Western Financial Corporation. Under
Ahmanson's proposal, you would receive Ahmanson stock in exchange
for your shares of Great Western stock.
The same day, Ahmanson also announced that it would seek to
solicit consents from Great Western's stockholders in support of
an amendment to your Company's By-laws and one other matter. The
two matters for which Ahmanson is soliciting consents are de-
scribed in Great Western's enclosed Revocation of Consent State-
ment.
Your Board of Directors, with the assistance of its finan-
cial and legal advisors, is carefully considering its responses
to the Ahmanson proposal. Your Board is acutely aware of its
fiduciary responsibilities, and will act at all times in the best
interests of Great Western and its stockholders.
Ahmanson, on the other hand, has absolutely no obligation to
protect your interests, and can be expected to act at all times
solely in its own self-interest.
We see Ahmanson's effort to solicit your consent as a
blatant attempt to limit your Board's options and flexibility in
evaluating the Ahmanson proposal and related matters. For example,
the By-law amendment proposed by Ahmanson, as a practical matter,
could preclude the Board from attracting other potential bidders
for Great Western.
Your Board unanimously opposes Ahmanson's consent solicita-
tion and strongly urges you not to sign any WHITE consent form
furnished by Ahmanson.
You can act today to protect your interests. Whether or not
you have previously signed a WHITE Ahmanson consent card, please
sign, date and mail the enclosed BLUE Consent Revocation Card and
return it in the enclosed postage-paid envelope.
We thank you for your consideration and we assure you that
we will continue to keep you informed as events unfold.
Sincerely,
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997
____________
GREAT WESTERN FINANCIAL CORPORATION
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311
____________
REVOCATION OF CONSENT STATEMENT
BY BOARD OF DIRECTORS IN
OPPOSITION TO H. F. AHMANSON & COMPANY
____________
__________, 1997
This Revocation of Consent Statement and the accompany-
ing BLUE Consent Revocation Card are being furnished by the Board
of Directors (the "Board") of Great Western Financial Corpora-
tion, a Delaware corporation ("Great Western"), to the holders of
outstanding shares of Great Western's common stock, par value
$1.00 per share (the "Common Stock"), in opposition to the
solicitation (the "Ahmanson Solicitation") by H. F. Ahmanson &
Company ("Ahmanson") of written consents from the stockholders of
Great Western.
On February 18, 1997, Ahmanson publicly announced a
proposal for a merger between Ahmanson and Great Western pursuant
to which each outstanding share of Common Stock would be convert-
ed into 1.05 shares of Ahmanson common stock (the "Ahmanson
Merger Proposal"). Ahmanson also announced its intention to
solicit consents in favor of (i) a non-binding advisory resolu-
tion urging the Board to consider any bona fide and concrete
merger proposal received by Great Western by May 22, 1997 and, if
no superior merger proposal is received by such date, to enter
into a merger agreement with Ahmanson on the terms of the
Ahmanson Merger Proposal and (ii) a proposed By-law amendment
that, if validly adopted, would prohibit the Board from granting
to any third party, without the prior consent of the Great Western
stockholders, any break-up fees, stock options, "crown jewel"
options or other lock-up fee arrangements in connection with a
proposed merger of Great Western in excess of $100,000,000.
GREAT WESTERN'S BOARD OF DIRECTORS UNANIMOUSLY OPPOSES
THE AHMANSON SOLICITATION AND URGES YOU NOT TO SIGN THE WHITE
CONSENT CARD SENT TO YOU BY AHMANSON.
EVEN IF YOU PREVIOUSLY SIGNED AND RETURNED AHMANSON'S
WHITE CONSENT CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. WE
URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED BLUE CONSENT REVOCA-
TION CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOUR PROMPT
ACTION IS IMPORTANT. PLEASE RETURN THE BLUE CONSENT REVOCATION
CARD TODAY.
IF YOUR SHARES ARE HELD IN "STREET NAME," ONLY YOUR
BROKER OR BANKER CAN VOTE YOUR SHARES. PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT HIM OR HER TO VOTE A
BLUE CONSENT REVOCATION CARD ON YOUR BEHALF TODAY.
This Statement and the enclosed BLUE Consent Revocation
Card are first being mailed to stockholders on or about _________
__, 1997.
If you have any questions about giving your revocation
of consent or require assistance, please call Georgeson & Compa-
ny, Inc., the firm assisting Great Western in this solicitation,
at the phone numbers shown below:
GEORGESON & COMPANY, INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
CALL TOLL FREE: (800) 223-2064
BANKS & BROKERS CALL COLLECT: (212) 440-9800
REASONS FOR OPPOSING THE AHMANSON SOLICITATION
Ahmanson is soliciting consents in favor of approval of
two proposals (together, the "Ahmanson Consent Proposals"). The
text of the two Ahmanson Consent Proposals is set forth below:
AHMANSON PROPOSAL 1:
The following non-binding resolution is hereby adopted:
"RESOLVED, that the stockholders of Great Western
Financial Corporation ("Great Western") urge the Great
Western Board of Directors (the "Great Western Board")
to consider any bona fide and concrete merger proposal
received by Great Western by May 22, 1997 and, if no
proposal superior to the H.F. Ahmanson & Company
("Ahmanson") merger proposal (set forth in Ahmanson's
letter to Great Western, dated February 17, 1997) is
received, to enter into a merger agreement with
Ahmanson in accordance with the Ahmanson merger propos-
al and take all actions necessary to facilitate such
merger. In determining whether another merger proposal
is superior to the Ahmanson merger proposal, the Great
Western Board shall take into account the potential
that the Great Western stockholders will receive a
substantial portion of the value of the cost savings
resulting from a merger with Ahmanson."
AHMANSON PROPOSAL 2:
Section 13 of the By-laws of Great Western is hereby amended
by inserting immediately before the penultimate sentence
thereof the following sentence:
"The Board of Directors may not, without the prior
approval of a majority of the stockholders of the
Corporation having voting power, grant a third party
break-up fees, stock options, "crown jewel" options or
other lock-up arrangements in connection with an "Ac-
quisition Transaction" as hereinafter defined, unless
such agreement contains a provision ensuring that the
aggregate value of all such break-up fees, stock op-
tions, "crown jewel" options and other lock-up fee
arrangements can never exceed $100,000,000; "Acquisi-
tion Transaction" means any merger, consolidation or
similar transaction involving, or any purchase of all
or any substantial portion of the assets, deposits or
any equity securities of, the Corporation or any of its
subsidiaries; this sentence may not be amended or
deleted without the affirmative vote of the holders of
a majority of the stock of the Corporation having
voting power."
The Board, with the assistance of Great Western's
financial and legal advisors, is currently evaluating the
Ahmanson Merger Proposal and related matters. Stockholders of
Great Western should be assured that the Board is fully aware of
its fiduciary duties and, as always, intends to, and will, act in
a manner consistent with such duties and in the best interests of
Great Western and its stockholders.
By urging that the Board consider any bona fide merger
proposal, Ahmanson is asking the Board to take action that it
would take in any event in the exercise of its fiduciary duties.
However, by urging the Board to accept the Ahmanson Merger
Proposal on May 22, 1997 if no other superior proposal is re-
ceived by such date, Ahmanson is attempting to pressure your
Board of Directors into accepting Ahmanson's Merger Proposal at a
future date without consideration of the facts and circumstances
which may exist at that time, including whether the Ahmanson
Merger Proposal is the best alternative course of action avail-
able to Great Western, its stockholders, and other constituen-
cies. Accordingly, the Board unanimously believes that Proposal
1 is inconsistent with the proper exercise of the Board's fidu-
ciary duties and its obligations under Delaware law, and is not
in the best interests of Great Western's stockholders.
With respect to Proposal 2, while, as stated above, the
Board has not yet made any determination concerning the best
course of action for Great Western and its stockholders, Great
Western recognizes that break-up fee arrangements are typically a
condition to any strategic business combination proposal in the
financial services industry. Great Western believes that the
proposed By-law amendment, if validly adopted, can only serve to
impede the Board's ability to act promptly in the best interest
of Great Western's stockholders. Further, Great Western believes
that Proposal 2 could limit the Board's strategic alternatives by
deterring third parties who might otherwise be interested in
pursuing a strategic business combination with Great Western.
GREAT WESTERN'S BOARD OF DIRECTORS UNANIMOUSLY OPPOSES
THE AHMANSON SOLICITATION AND URGES YOU NOT TO SIGN THE WHITE
CONSENT CARD SENT TO YOU BY AHMANSON.
EVEN IF YOU PREVIOUSLY SIGNED AND RETURNED AHMANSON'S
WHITE CONSENT CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. WE
URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED BLUE CONSENT REVOCA-
TION CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL GEORGESON &
COMPANY, INC. TOLL-FREE AT (800) 223-2064. BANKS AND BROKERS
SHOULD CALL COLLECT AT (212) 440-9800.
THE CONSENT PROCEDURE
Under Delaware law, the unrevoked consent of the
holders of not less than a majority of the shares of Common Stock
outstanding and entitled to vote on the Record Date (as defined
below) must be obtained within the time limits specified herein
to adopt each of the Ahmanson Consent Proposals. Each share of
Common Stock is entitled to one vote per share. Since consents
are required from the holders of record of a majority of the
outstanding shares of Common Stock in order for each of the
Ahmanson Consent Proposals to be adopted, an abstention from
voting or a broker non-vote will have the practical effect of a
vote against such proposals.
Under Section 228 of the General Corporation Law of the
State of Delaware (the "DGCL"), in order to be effective, con-
sents with respect to the Ahmanson Consent Proposals must be
delivered within 60 days of the earliest dated consent with
respect to the Ahmanson Consent Proposals delivered to Great
Western. As of the date of this Statement, no consent with
respect to the Ahmanson Consent Proposals has been delivered to
Great Western.
On February 20, 1997, the Board adopted an amendment to
Great Western's By-laws designed to establish orderly procedures
for the setting of a record date for consent solicitations.
Section 11 of the By-laws now provides that any stockholder of
Great Western seeking to have Great Western's stockholders
authorize or take corporate action by written consent shall, by
written notice to Great Western's Secretary, request the Board to
fix a record date. The Board will be required, within ten days
after the date such request is received, to adopt a resolution
fixing the record date. Under Section 213 of the DGCL and under
Section 11 of the By-laws, the record date must be within ten
days of the date of the resolution fixing the record date. On
February 21, 1997, Ahmanson requested that the Board fix a record
date for the Ahmanson Solicitation. On _______, 1997, the Board
fixed a record date of _______, 1997 (the "Record Date"). As of
the Record Date, there were ______ shares of Common Stock issued
and outstanding.
A stockholder may revoke any previously signed consent
by signing, dating and returning a BLUE Consent Revocation Card.
A consent may also be revoked by delivery of a written consent
revocation to Ahmanson. STOCKHOLDERS ARE URGED, HOWEVER, TO
DELIVER ALL CONSENT REVOCATIONS TO GEORGESON & COMPANY, INC.
("Georgeson"), THE FIRM ASSISTING GREAT WESTERN IN THIS SOLICITA-
TION, AT WALL STREET PLAZA, NEW YORK, NEW YORK 10005. Great
Western requests that if a consent revocation is instead deliv-
ered to Ahmanson, a photostatic copy of the revocation also be
delivered to Great Western c/o Georgeson at the address set forth
above, so that Great Western will be aware of all revocations.
Any consent revocation may itself be revoked at any time by
signing, dating and returning to Ahmanson a subsequently dated
WHITE consent card sent to you by Ahmanson, or by delivery of a
written revocation of such consent revocation to Great Western or
Ahmanson.
If any shares of Common Stock that you owned on the
Record Date were held for you in an account with a stock broker-
age firm, bank nominee or other similar "street name" holder, you
are not entitled to vote such shares directly, but rather must
give instructions to the stock brokerage firm, bank nominee or
other "street name" holder to grant or revoke consent for the
shares of Common Stock held in your name. Accordingly, you
should contact the person responsible for your account and direct
him or her to execute the enclosed BLUE Consent Revocation Card
on your behalf. You are urged to confirm in writing your in-
structions to the person responsible for your account and provide
a copy of those instructions to Great Western in care of
Georgeson at the address set forth above so that Great Western
will be aware of your instructions and can attempt to insure such
instructions are followed.
YOU HAVE THE RIGHT TO REVOKE ANY CONSENT YOU MAY HAVE
PREVIOUSLY GIVEN TO AHMANSON. TO DO SO, YOU NEED ONLY SIGN, DATE
AND RETURN IN THE ENCLOSED POSTAGE PREPAID ENVELOPE THE BLUE
CONSENT REVOCATION CARD WHICH ACCOMPANIES THIS STATEMENT. IF YOU
DO NOT INDICATE A SPECIFIC VOTE ON THE BLUE CONSENT REVOCATION
CARD WITH RESPECT TO THE AHMANSON PROPOSALS, THE CARD WILL BE
USED IN ACCORDANCE WITH THE GREAT WESTERN BOARD'S RECOMMENDATION
TO REVOKE ANY CONSENT WITH RESPECT TO SUCH PROPOSALS.
IF YOU ARE AGAINST THE AHMANSON PROPOSALS AND HAVE NOT
SIGNED AN AHMANSON CONSENT, YOU MAY SHOW YOUR OPPOSITION TO THE
AHMANSON PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED
BLUE CONSENT REVOCATION CARD. THIS WILL BETTER ENABLE GREAT
WESTERN TO KEEP TRACK OF HOW MANY STOCKHOLDERS OPPOSE THE
AHMANSON PROPOSALS.
Great Western has retained Georgeson to assist in
communicating with stockholders in connection with the Ahmanson
Solicitation and to assist in our efforts to obtain consent
revocations. If you have any questions about how to complete or
submit your BLUE Consent Revocation Card or any other questions,
Georgeson will be pleased to assist you. You may call Georgeson
toll-free at (800) 233-2064.
BENEFICIAL OWNERSHIP OF GREAT WESTERN'S SECURITIES
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of
each class of equity securities of Great Western beneficially
owned as of February 24, 1997 (with the exception of shares held
in Great Western's Employee Savings Plan, which are reported as
of December 31, 1996) by each director and certain executive
officers and by all directors and executive officers as a group
(17 persons). For the purposes of this Statement, beneficial
ownership is defined in accordance with the rules of the Securi-
ties and Exchange Commission (the "SEC") and means generally the
power to vote or dispose of securities, regardless of any econom-
ic interest.
PERCENT OF
AMOUNT AND NATURE OF OUTSTANDING
BENEFICIAL OWNERSHIP OF COMMON
NAME OF BENEFICIAL OWNER SHARES OF COMMON STOCK STOCK
David Alexander . . . . . 22,675(2) (1)
H. Frederick Christie . . 26,250(2) (1)
Charles D. Miller . . . . 30,000(3) (1)
Stephen E. Frank . . . . 41,250(4) (1)
John V. Giovenco . . . . 38,750(2) (1)
Firmin A. Gryp . . . . . 103,644(2)(5) (1)
Enrique Hernandez, Jr. . 9,250(4) (1)
James F. Montgomery . . . 605,488(6) (1)
Alberta E. Siegel . . . . 25,000(2) (1)
Willis B. Wood, Jr. . . . 16,750(7) (1)
John F. Maher . . . . . . 611,762(8) (1)
J. Lance Erikson . . . . 119,845(9) (1)
Carl F. Geuther . . . . . 220,350(10) (1)
Michael M. Pappas . . . . 249,525(11) (1)
A. William Schenck, III . 68,288(12) (1)
Jaynie M. Studenmund . . 10,600 (1)
Raymond W. Sims . . . . . 0
All Directors and Executive
Officers as a Group . . 2,199,427(13) 1.58%
____________________
(1) Certain directors and executive officers share with their
spouses voting and investment powers with respect to these
shares. The percentage of shares beneficially owned by any
director or executive officer does not exceed one percent of
the outstanding shares of Common Stock.
(2) Includes 21,250 shares subject to options granted to this
Director under Great Western's 1988 Stock Option and Incen-
tive Plan (the "1988 Incentive Plan") which are exercisable
within 60 days of February 24, 1997.
(3) Includes 18,750 shares subject to options granted to this
Director under the 1988 Incentive Plan which are exercisable
within 60 days of February 24, 1997.
(4) Includes 8,750 shares subject to options granted to this
Director under the 1988 Incentive Plan which are exercisable
within 60 days of February 24, 1997.
(5) Includes 112 shares held by the trustee under Great
Western's Employee Savings Incentive Plan (the "Employee
Savings Incentive Plan").
(6) Includes 495,600 shares subject to options exercisable
within 60 days of February 24, 1997 and 945 shares held by
the Trustee under the Employee Savings Incentive Plan.
(7) Includes 16,250 shares subject to options granted to this
Director under the 1988 Incentive Plan which are exercisable
within 60 days of February 24, 1997.
(8) Includes 396,137 shares subject to options granted to this
Director under the 1988 Incentive Plan which are exercisable
within 60 days of February 24, 1997 and 25 shares held by
the Trustee under the Employee Savings Incentive Plan.
(9) Includes 99,010 shares subject to options exercisable within
60 days of February 24, 1997 and 112 held by the Trustee
under the Employee Savings Incentive Plan.
(10) Includes 179,845 shares subject to options exercisable
within 60 days of February 24, 1997.
(11) Includes 172,500 shares subject to options exercisable
within 60 days of February 24, 1997.
(12) Includes 49,762 shares subject to options exercisable within
60 days of February 24, 1997.
(13) Includes options to purchase 1,551,604 shares under employee
stock options which are exercisable on or within 60 days
after February 24, 1997, and 1,194 shares held in trust
under the Employee Savings Incentive Plan with respect to
which such persons have the right to direct the vote.
BY OTHERS
The following entities are the only stockholders known
to Great Western to be the beneficial owners of more than 5% of
Great Western's equity securities. This information has been
obtained from reports filed pursuant to Regulation 13D-G under
the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF OUTSTANDING
BENEFICIAL OWNER SHARES OF COMMON STOCK COMMON STOCK
------------------- ----------------------- ------------
Wellington Management Company LLP . . 8,771,730 (1) 6.37%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Funds, Inc. . . . . . 8,236,786 (2) 5.98%
Vanguard Financial Center
Valley Forge, Pennsylvania 19482
____________________
(1) Wellington Management Company ("WMC") has reported that it
is an investment adviser and, as such, is considered benefi-
cial owner in the aggregate of the shares listed in the
table. WMC has declared that it has shared power to vote
53,902 of the shares and shared dispositive power over all of
the shares shown in the table. The shares shown in the
table for the Vanguard/Windsor Funds, Inc. are also included
in the total amount reported in the table for WMC.
(2) Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has re-
ported that it is an investment company and, as such, is
considered the beneficial owner in the aggregate of the
shares listed in the table. Vanguard/Windsor has declared
that it has sole power to vote or direct the vote and shared
power to dispose or to direct the disposition of the shares
shown in the table.
CERTAIN LITIGATION
On February 18, 1997, Ahmanson filed a Verified Com-
plaint for Declaratory and Injunctive Relief against Great
Western and its directors in the Court of Chancery of the State
of Delaware. The Complaint alleges, among other things, that:
(i) the defendants have breached their fiduciary duties with
respect to the stockholder rights plan adopted by the Board in
June 1986, as amended in June 1995 (the "Rights Plan"); (ii) the
adoption of any defensive measure by the defendants which has the
effect of impeding, thwarting, frustrating or interfering with
the Ahmanson Merger Proposal would constitute a breach of the
defendants' fiduciary duties; and (iii) the individual directors
of Great Western have breached their fiduciary duties with
respect to Section 203 of the DGCL (the "Delaware Business
Combination Statute").
Ahmanson seeks declaratory and injunctive relief as
follows: (i) an order enjoining the defendants from adopting any
defensive measure which has the effect of impeding, thwarting,
frustrating or interfering with the Ahmanson Merger Proposal;
(ii) an order compelling the defendants to redeem the rights
associated with the Rights Plan or to amend the Rights Plan so as
to make it inapplicable to the Ahmanson Merger Proposal; (iii) an
order enjoining the defendants from taking any action pursuant to
the Rights Plan that would dilute or interfere with Ahmanson's
voting rights or otherwise discriminate against Ahmanson; (iv) an
order compelling the defendants to approve the Ahmanson Merger
Proposal for the purposes of the Delaware Business Combination
Statute; (v) an order enjoining the defendants from taking any
action to enforce or apply the Delaware Business Combination
Statute that would impede, thwart, frustrate or interfere with
the Ahmanson Merger Proposal; and (vi) an order awarding Ahmanson
its costs and expenses in the action.
On February 18, 1997, Complaints were also filed
against Great Western and its directors in the Court of Chancery
of the State of Delaware by Fred T. Isquith, Harry Lewis, Bernd
Bildstein, Charles Uttenreither and Melvyn Zupnick. Each action
was brought on behalf of the plaintiff, individually, and as a
purported class action on behalf of all stockholders of Great
Western. The Complaints allege, among other things, that the
defendants are violating their fiduciary duties owed to the
stockholders of Great Western with respect to the Ahmanson Merger
Proposal. Each plaintiff seeks: (i) an order declaring that the
action may be maintained as a class action; (ii) an order prelim-
inarily and permanently enjoining the defendants to consider and
negotiate with respect to all bona fide offers or proposals for
Great Western or its assets, in the best interests of Great
Western stockholders; and (iii) compensatory damages, the costs
and disbursements of the action and such other and further relief
as may be just and proper.
Great Western and its directors deny the operative
allegations and intend to vigorously defend the claims in the
above-described Complaints; however, answers to the Complaints
have not yet been filed and discovery has not yet commenced.
SOLICITATION OF REVOCATIONS
The cost of the solicitation of revocations of consent
will be borne by Great Western. Great Western estimates that the
total expenditures in connection with such solicitation (includ-
ing the fees and expenses of Great Western's attorneys, public
relations advisers and solicitors, and advertising, printing,
mailing, travel and other costs, but excluding salaries and wages
of officers and employees), will be approximately $_______, of
which $__________has been spent to date. In addition to solici-
tation by mail, directors, officers and other Great Western
employees may, without additional compensation, solicit revoca-
tions by mail, in person, by telecommunication or by other
electronic means.
Great Western has retained Georgeson, at an estimated
fee of $________, plus reasonable out-of-pocket expenses, to
assist in the solicitation of revocations, as well as to assist
Great Western with its communications with its stockholders with
respect to, and to provide other services to Great Western in
connection with, Great Western's opposition to the Ahmanson
Solicitation. Approximately 100 persons will be utilized by
Georgeson in its efforts. Great Western will reimburse brokerage
houses, banks, custodians and other nominees and fiduciaries for
out-of-pocket expenses incurred in forwarding Great Western's
consent revocation materials to, and obtaining instructions
relating to such materials from, beneficial owners of Common
Stock. Great Western has agreed to indemnify Georgeson against
certain liabilities and expenses in connection with its engage-
ment, including certain liabilities under the federal securities
laws.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the SEC, each member of
the Board, the executive officers of Great Western and certain
other members of management of Great Western may be deemed to be
a "participant" in Great Western's solicitation of revocations of
consent. The principal occupations and business addresses of
each participant are set forth in Schedule A. Information about
the present ownership by directors and executive officers of
Great Western of Great Western's securities is provided in
"Beneficial Ownership of Directors and Executive Officers", and
the present ownership of Great Western's securities by partici-
pants, other than the directors and executive officers, is listed
on Schedule A.
APPRAISAL RIGHTS
No appraisal rights are or will be available under
Delaware law in connection with the Ahmanson Solicitation.
STOCKHOLDER PROPOSALS
In order to have been considered for inclusion in Great
Western's proxy materials for the 1997 Annual Meeting, stockhold-
er proposals must have been received by Great Western at its
headquarters office not later than November 21, 1996, and must
have satisfied the conditions established by the SEC for stock-
holder proposals to be included in Great Western's proxy materi-
als for that meeting.
J. LANCE ERIKSON,
______________, 1997 Secretary
IMPORTANT
1. If your shares are registered in your own names, please
sign, date and mail the enclosed BLUE Consent Revocation Card to
Georgeson & Company Inc., in the postage-paid envelope provided.
2. If you have previously signed and returned a WHITE consent
card to Ahmanson, you have every right to change your vote. Only
your latest dated card will count. You may revoke any WHITE
consent card already sent to Ahmanson by signing, dating and
mailing the enclosed BLUE Consent Revocation Card in the postage-
paid envelope provided.
3. If your shares are held in the name of a brokerage firm,
bank nominee or other institution, only it can sign a BLUE
Consent Revocation Card with respect to your shares and only
after receiving your specific instructions. Accordingly, please
sign, date and mail the enclosed BLUE Consent Revocation Card in
the postage-paid envelope provided. To ensure that your shares
are voted, you should also contact the person responsible for
your account and give instructions for a BLUE Consent Revocation
Card to be issued representing your shares.
4. After signing the enclosed BLUE Consent Revocation Card, do
not sign or return the WHITE consent card. Do not even use
Ahmanson's WHITE consent card to indicate your opposition to the
Ahmanson Proposals.
If you have any questions about giving your revocation of
consent or require assistance, please call:
GEORGESON & COMPANY, INC
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
CALL TOLL FREE: (800) 223-2064
BANKS & BROKERS CALL COLLECT: (212) 440-9800
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
GREAT WESTERN AND CERTAIN EMPLOYEES OF GREAT WESTERN WHO MAY ALSO
SOLICIT REVOCATION OF CONSENTS
The following table sets forth the name, principal business
address and the present office or other principal occupation or
employment, and the name, principal business and address of any
corporation or other organization in which such employment is
carried on, of the directors and executive officers of Great
Western and certain employees and other representatives of Great
Western who may also solicit revocations of consents from stock-
holders of Great Western. Unless otherwise indicated, the
principal occupation refers to such person's position with Great
Western and the business address is Great Western Financial
Corporation, 9200 Oakdale Avenue, Chatsworth, California 91311.
<TABLE>
<CAPTION>
GREAT WESTERN FINANCIAL CORPORATION
-----------------------------------
DIRECTORS
<S> <C> <C>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
James F. Montgomery Chairman and former
Chief Executive
Officer
John F. Maher President and Chief
Executive Officer
Dr. David Alexander 807 North College Avenue President Emeritus and
Claremont, CA 91711 Trustees' Professor,
Pomona College
H. Frederick Christie Post Office Box 144 Consultant
548 Paseo Del Mar
Palos Verdes Estates, CA
90274
Stephen E. Frank Southern California President and Chief
Edison Company Operating Officer,
Post Office Box 800 Edison International,
Rosemead, CA 91770 a public utility company
John V. Giovenco 175 Phillip Road Consultant and former
Woodside, CA 94062 President and director
of Hilton Hotels
Corporation
Firmin A. Gryp Great Western Bank Retired, former Executive
425 Main Street Vice President
Salinas, CA 93901
Enrique Hernandez, Jr. Inter-Con Security President, Inter-Con
Systems, Inc. Security Systems, Inc.
900 South Garfield Avenue
Alhambra, CA 91801-4441
Charles D. Miller Avery Dennison Chairman and Chief
Corporation Executive Officer,
150 North Orange Grove Blvd. Avery Dennison
Pasedena, CA 91103 Corporation
Dr. Alberta E. Siegel 1850 Sand Hill Road, #49 Retired, former Professor
Palo Alto, CA 94304 of Psychology, Stanford
University School
of Medicine
Willis B. Wood, Jr. Pacific Enterprise Chairman and Chief
Post Office Box 60043 Executive Officer,
Los Angeles, CA Pacific Enterprises,
90060-0043 the holding company of
Southern California
Gas Company
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J. Lance Erikson Executive Vice Presi-
dent, Secretary and
General Counsel
Carl F. Geuther Vice Chairman and Chief
Financial Officer
Michael M. Pappas Great Western Consumer Vice Chairman and Presi-
Finance Group dent, Consumer Finance
8900 Grand Oak Circle Division
Tampa, Fl 33637-1050
A. William Schenck III Vice Chairman
Raymond W. Sims Executive Vice President
Jaynie M. Studenmund Executive Vice President
MANAGEMENT
OWNERSHIP OF
GREAT WESTERN
NAME COMMON STOCK PRINCIPAL OCCUPATION
---- ------------- --------------------
Stephen F. Adams 20,420 First Vice President,
Associate General
Counsel, and
Assistant Secretary
Bruce F. Antenberg 74,974 Senior Vice President-
Finance, Treasurer
and Assistant Secretary
Barry R. Barkley 8,000 Senior Vice President
and Controller
Ian D. Campbell 23,792 Senior Vice President
Charles Coleman 0 Vice President,
Great Western Bank
Allen D. Meadows 20,850 Senior Vice President,
Great Western Bank
John A. Trotter 27,016 First Vice President,
Great Western Bank
</TABLE>
PRELIMINARY COPY
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997
[FORM OF CONSENT REVOCATION CARD -- BLUE]
GREAT WESTERN FINANCIAL CORPORATION
THIS REVOCATION OF CONSENT IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
GREAT WESTERN FINANCIAL CORPORATION
IN OPPOSITION TO THE SOLICITATION BY
H.F. AHMANSON & COMPANY
The undersigned, a holder of shares of Common Stock,
par value $1.00 per share (the "Common Stock"), of Great Western
Financial Corporation ("Great Western"), acting with respect to
all of the shares of Common Stock held by the undersigned, hereby
revokes any and all consents that the undersigned may have given
with respect to each of the following proposals:
THE BOARD OF DIRECTORS OF GREAT WESTERN FINANCIAL
CORPORATION UNANIMOUSLY RECOMMENDS THAT YOU "REVOKE CONSENT".
PLEASE SIGN, DATE AND MAIL THIS CONSENT REVOCATION CARD TODAY.
AHMANSON PROPOSAL 1: Non-binding resolution regarding the
consideration of merger proposals.
[__] REVOKE CONSENT [__] DO NOT REVOKE CONSENT [__] ABSTAIN
AHMANSON PROPOSAL 2: By-law amendment requiring stockholder
approval for grant of lock-up or certain other similar arrange-
ments with a value in excess of $100,000,000.
[__] REVOKE CONSENT [__] DO NOT REVOKE CONSENT [__] ABSTAIN
IF NO DIRECTION IS MADE, THIS REVOCATION CARD WILL BE
DEEMED TO REVOKE ALL PREVIOUSLY EXECUTED CONSENTS WITH RESPECT TO
ANY OR ALL OF THE PROPOSALS SET FORTH HEREIN.
Please sign your name below exactly as it appears
hereon. If shares are held jointly, each stockholder should
sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or authorized
officer. If a partnership, please sign in partnership name by
authorized person.
Dated: __________________, 1997
--------------------------------
Signature:
Title:
--------------------------------
Signature (if held jointly)
Title:
PLEASE SIGN, DATE AND RETURN THIS CONSENT REVOCATION PROMPTLY.
