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: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
GREAT WESTERN AND WASHINGTON MUTUAL
CONTRADICT THEMSELVES OVER POOLING AND TIMING ISSUES
-- STOCKHOLDERS DESERVE CLARITY ON CRITICAL ISSUES, AHMANSON SAYS --
IRWINDALE, CA, April 14, 1997 -- H. F. Ahmanson & Company (NYSE:AHM) today
called on Great Western Financial Corporation (NYSE:GWF) and Washington Mutual,
Inc. (NASDAQ: WAMU) to make clear to their respective stockholders whether
questions about their ability to use pooling-of-interests accounting and other
matters are causing a delay in scheduling a special meeting of Great Western
stockholders to consider the proposed merger of Great Western and Washington
Mutual.
According to the Washington Mutual S-4 filed with the Securities and
Exchange Commission (SEC) on March 13, the Great Western-Washington Mutual
merger agreement is conditioned on the ability of the companies to account for
the transaction as a pooling-of-interests.
Complete and accurate disclosure is required from Great Western and
Washington Mutual after an attorney representing Great Western stated during a
conference before the Delaware Chancery Court last Friday, April 11, that the
company cannot predict when it will hold a special meeting to approve the
Washington Mutual merger because the SEC is considering questions raised by
Ahmanson regarding the ability of Washington Mutual and Great Western to use
pooling-of-interests accounting. The attorney indicated that the SEC has to
work out this issue.
Great Western's representatives stated further that the Great Western-
Washington Mutual proxy materials have not yet cleared the SEC, that Great
Western has not yet received a comment letter from the SEC on its materials, and
that Great Western expects to receive substantial comments from the SEC when it
does receive such a letter. These statements contradict comments made recently
by both Great Western and Washington Mutual.
Ahmanson stated, "These statements clearly contradict assertions by both
Great Western and Washington Mutual that their ability to use pooling-of-
interests accounting is not in question. Just last Wednesday, Washington Mutual
stated that the transaction will be submitted to the stockholders for their
approval 'in the very near future.' Because the Great Western-Washington Mutual
agreement is contingent on their ability to pool, stockholders of both companies
deserve to be given accurate and current information on this issue."
<PAGE>
Specifically, Great Western and Washington Mutual have made the following
public statements in contradiction to the statements made last Friday in court
in Delaware:
* "Washington Mutual and Great Western have a fully executed definitive
merger agreement that will be submitted to the shareholders of both
companies for their approval in the very near future." (Washington Mutual
press release, April 9, 1997)
* "Ahmanson's latest attack on Great Western's proposed business combination
with Washington Mutual is baseless both as an accounting matter and as to
the claim of lack of candor by Great Western's Board of Directors."
(Great Western press release responding to pooling lawsuit, March 23,
1997)
* "Ahmanson's assertion is unfounded." (Washington Mutual press release
responding to Ahmanson's questions on its ability to use pooling-of-
interests accounting, March 23, 1997)
Last month, Ahmanson raised questions about whether Washington Mutual
can use pooling-of-interests accounting due to indications Washington Mutual has
given to the investor community regarding its intent to repurchase stock
following a transaction with Great Western, and whether Great Western can engage
in a pooling transaction because of changes it made in equity interests while
possibly in contemplation of a business combination.
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
<PAGE>
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 April 11, 1997, Ahmanson is the beneficial owner of 3,134,100 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 April 11, 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 April 11, 1997, CSFB held a net short
position of 4,076 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.
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