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:
{_} Preliminary Proxy Statement (Revocation of Consent Statement)
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} 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)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): ___
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(1) Amount Previously Paid: __________________________________________
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(4) Date Filed: ______________________________________________________
[GREAT WESTERN LOGO]
NEWS
FOR IMMEDIATE RELEASE
May 8, 1997
Contact: Ian Campbell 818-775-3773
Tim McGarry 818-775-3658
GREAT WESTERN SAYS AHMANSON APPEARS TO FEAR VOTE ON
WASHINGTON MUTUAL MERGER
AHMANSON'S LATEST TACTIC IS BLATANT VIOLATION OF STOCKHOLDER RIGHTS
CHATSWORTH, Calif., -- Great Western Financial Corporation (NYSE: GWF)
today issued the following statement in response to H. F. Ahmanson & Company's
announcement that it will seek a delay in the vote on Great Western's
strategic merger with Washington Mutual, Inc.
"Ahmanson's latest attempt to derail our merger with Washington Mutual
smacks of desperation. In a letter to the Delaware Chancery Court, Ahmanson
finally recognizes what the Great Western Board concluded one month ago --
that it simply was not practical to hold Great Western's Annual Meeting of
Stockholders prior to June 13, 1997.
"Rather than gracefully acknowledge this reality when it informed the
Court that it no longer would seek to compel an Annual Meeting prior to June
13, Ahmanson instead turned its attack on the rights of Great Western
stockholders. By asking the Court to artificially delay the vote on the
Washington Mutual merger until six weeks after the vote at the June 13 meeting
is certified, Ahmanson is effectively seeking a delay in the merger vote until
after Labor Day.
"Our stockholders have the right to vote on the merger at the earliest
practicable time. Ahmanson's effort to delay that vote is contrary to the
interests of our stockholders and will not succeed."
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: 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, 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 May 5, 1997, Goldman Sachs had positions in
Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 9,273 of Great Western's
common shares and (ii) net "long" $1 million of Great Western's
deposit notes. As of May 5, 1997, Merrill Lynch had positions in
Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 2,326 of Great Western's
common shares and (ii) 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, 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, 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 May 5, 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" 17,445
of Great Western's common shares; and (v) net "long" 160,000 shares
of Great Western's 8.30% preferred stock.
