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>
H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road, Irwindale, California 91706 * (818) 814-7922
For Immediate Release CONTACTS:
Media: Adrian Rodriguez
(818) 814-5169
Investor: Steve Swartz
(818) 814-7986
GREAT WESTERN'S UNINFORMED REJECTION OF AHMANSON'S SUPERIOR PROPOSAL DISREGARDS
STOCKHOLDER INTERESTS
--AHMANSON URGES GREAT WESTERN STOCKHOLDERS TO TAKE CHARGE OF THEIR INVESTMENT
THROUGH CONSENT SOLICITATION--
--AHMANSON PROCEEDING FORWARD WITH MERGER PROPOSAL FOR GREAT WESTERN--
IRWINDALE, Calif., March 26, 1997 -- H.F. Ahmanson & Company (NYSE:AHM) today
issued the following statement in response to Great Western Financial
Corporation's (NYSE:GWF) announcement that the Great Western Board has rejected
Ahmanson's higher value merger proposal.
"The Great Western Board is obviously afraid of creating a level playing field
to assure that the best interests of its stockholders are served. For the Board
to reject the Ahmanson merger proposal without ever discussing it with us is
inconsistent with maximizing stockholder value. The Board's advisors certainly
know that if the Board publicly indicated a willingness to discuss our proposal
with us, there would be a strong likelihood that the marketplace would assign
higher certainty and higher value to the Ahmanson proposal.
"We question the Board's assertion that it 'appreciates its fiduciary
responsibilities,' particularly when, in its own press release, the Great
Western Board acknowledges that it 'is working closely with Washington Mutual's
Board of Directors.' The Board's action is a violation of the basic principles
of fiduciary responsibility, a statement of its disregard for maximizing
stockholder value, and a clear signal of its disinterest in the well-being of
the communities Great Western serves, particularly in the Greater Los Angeles
region.
"The factors listed in Great Western's preliminary proxy statement on which
Great Western based its decision to favor the Washington Mutual proposal
represent an uniformed rationalization. Our letter to the Great Western Board
of Monday, March 24, 1997, responds to each of these factors, demonstrates that
each is grounded upon incorrect facts, incorrect analysis or both, raises
serious questions concerning the Board's position and the advice it has
received, and asks the Board to utilize the 'fiduciary out' clause in its merger
agreement with Washington Mutual in order to speak with us. The failure of
Great Western's Board to authorize any follow-up to clarify these issues is
further evidence of its disregard of its fiduciary duties.
<PAGE>
"These actions by the Great Western Board make it imperative that directors who
are truly responsive to their fiduciary duties and dedicated to the stockholders
of Great Western, rather than to those of Washington Mutual, be added to the
Great Western Board now. Otherwise, any vote on the Washington Mutual merger
proposal will be under control of individuals who have abdicated their duties to
the stockholders and are committed to a transaction with Washington Mutual,
irrespective of its relative value or relative merits.
"This protection for the Great Western stockholders can be obtained only if
Great Western is required to hold its annual stockholders meeting on schedule.
Fortunately, despite the actions of the Great Western Board, Great Western's
stockholders can have a say on their investment by taking advantage of our
consent solicitation. By voting for the Ahmanson consent proposals, Great
Western stockholders can make clear to Great Western that they want a
stockholders' meeting in which to express their views, they want all bidders
treated equally, and they want the value of their investment protected.
"For Ahmanson's part, we will not be deterred by Great Western's Board. Our
merger proposal, based on a sound and proven formula, offers Great Western
stockholders clearly superior value with substantially less execution risk than
the Washington Mutual proposal, and provides Greater Los Angeles the benefits of
a major financial services headquarters committed to its communities. We are
not going away. As has been evidenced today, the interests of the Great Western
stockholders are not the interests of the Great Western Board," Ahmanson stated.
Ahmanson also stated that, consistent with its policy and public statements
concerning purchases of its shares, it will purchase its common stock at price
levels it finds attractive. Ahmanson stated that it has not purchased its
shares since January.
H.F. Ahmanson & Company, with nearly $50 billion in assets, is the parent
company of Home Savings of America, one of the nation's largest full-service
consumer banks.
###
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 25, 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 25, 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 25, 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.
