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
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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 (set forth the amount on which
the filing fee is calculated and state how it was
determined): ________
(4) Proposed maximum aggregate value of transactions: _______________
(5) Total fee paid.
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{_} 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: _____________________________________________________
[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
APRIL 21, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN ANNOUNCES PRELIMINARY VOTE TABULATION
CHATSWORTH, Calif. -- Great Western Financial
Corporation (NYSE: GWF) today announced that the
independent inspector of elections, CT Corporation Systems,
has completed a preliminary tabulation regarding certain of
H. F. Ahmanson & Company's consent solicitations. The
preliminary tally indicates that Ahmanson has received
sufficient unrevoked consents on three of its five
proposals. The three proposals are By-law amendments
concerning the timing of Great Western's Annual Meeting of
Stockholders, adjournment of the Annual Meeting, and the
further amendment of such By-law amendments. The
independent inspectors have not reported any preliminary
count on the other two proposals for which Ahmanson has
been soliciting consents.
The unrevoked consents reported in the preliminary
count represent approximately 53% of Great Western's
outstanding shares. Great Western emphasized that the
count is preliminary in nature and, in accordance with the
independent inspector's standard procedures, the validity
of consents received is subject to review and challenge by
both Great Western and Ahmanson. A final tabulation will
be prepared and certified after the review and challenge
process has been completed.
Great Western stated, "The consent solicitation
covered only certain very specific resolutions and By-law
amendments. It was not a vote on the relative merits of
the Great Western/Washington Mutual merger and Ahmanson's
unsolicited proposal. Nor is it an indication of whether
Great Western stockholders would or would not support the
election of three Ahmanson designees to Great Western's
Board at the 1997 Annual Meeting. Any attempt to
characterize the consent solicitation otherwise would be
misleading and wrong.
"Great Western's Annual Meeting is scheduled for June
13. That date was selected by the Board as the earliest
date that would permit Great Western to comply with the
federal proxy rules and ensure that all Great Western
stockholders have a sufficient opportunity to receive and
review the competing proxy solicitation materials and cast
an informed vote.
"Great Western remains strongly committed to its
strategic merger with Washington Mutual, and is confident
that its stockholders recognize that a combination with
Washington Mutual will provide them with a superior value
opportunity."
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, 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 April 14, 1997, Goldman Sachs had positions in Great
Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 7,473 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 April 14,
1997, Merrill Lynch had positions in Great Western
Securities and Washington Mutual Securities as principal as
follows: (i) net "long" 7,126 of Great Western's common
shares; (ii) net "long 1,600 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 April 14, 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 "short" 2,691 of Great Western's common
shares; and (v) net "long" 160,000 shares of Great
Western's 8.30% preferred stock
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