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
{_} 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: _________________________________________________
[GREAT WESTERN FINANCIAL CORPORATION LETTERHEAD]
Contact: Ian Campbell 818-775-3773 FOR IMMEDIATE RELEASE
Charlie Coleman 818-775-3766 March 5, 1997
GREAT WESTERN URGES STOCKHOLDERS NOT TO SIGN
AHMANSON'S CONSENT SOLICITATION
CHATSWORTH, Calf. -- Great Western Financial Corporation (NYSE:GWF)
announced today that it is distributing its Revocation of Consent
material in opposition to Ahmanson's consent solicitation. In a letter
sent to its stockholders, Great Western pointed out that Ahmanson's
effort to solicit consents is a blatant attempt to limit Great Western's
Board's options and flexibility in evaluating Ahmanson's proposal and
related matters. Great Western asks its stockholders to sign the BLUE
Consent Revocation Card and not to sign Ahmanson's WHITE card. If
stockholders have previously signed a WHITE Ahmanson card, Great Western
urges them to sign a BLUE Consent Revocation Card revoking any consent
previously given to Ahmanson.
The text of the letter sent to Great Western stockholders follows:
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. Under Ahmanson's proposal, you would receive Ahmanson
stock in exchange for your shares of Great Western stock.
In an effort to pressure your Board to make hasty decisions,
Ahmanson also has commenced a consent solicitation in support of four
amendments to your Company's By-laws and one other item. The matters for
which Ahmanson is soliciting consents are described in Great Western's
enclosed Revocation of Consent Statement.
Your Board of Directors, with the assistance of its financial
and legal advisors, is carefully considering its responses to the
Ahmanson proposal. Your Board is acutely aware of its fiduciary
responsibilities, and we can assure you that your Board will act at all
times in your best interests.
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, one of Ahmanson's
proposed By-law amendments, as a practical matter, could preclude the
Board from attracting other potential bidders for Great Western. Great
Western is challenging the legality of this proposed By-law amendment in
the Delaware Chancery Court.
Your Board unanimously opposes Ahmanson's consent solicitation
and strongly urges you not to sign any WHITE consent cared 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 support, 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
Copies of the consent revocation materials are available from Great
Western's proxy solicitor, Georgeson & Company, Inc. by calling
1-800-223-2064.
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 financial offices
nationwide. Great Western's principal subsidiary, Great Western Bank, is
a mortgage-oriented consumer bank with banking branch networks in
California and Florida.
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