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: ___________________________________________________
[ADVERTISEMENT]
TO ALL GREAT WESTERN STOCKHOLDERS:
---------------------------------
Q: WHO SAID AHMANSON'S BANK IS LOW TECH AND MARGINALLY EFFICIENT,
WITH A LACK OF BROAD PRODUCT KNOWLEDGE?
A: AHMANSON CEO CHARLES R. RINEHART, THAT'S WHO!
Nobody knows a bank's problems better than its own Chief Executive
Officer. In February 1996, Ahmanson's Chairman and CEO, Charles R.
Rinehart, made a candid presentation to securities analysts and
covered, among other things, the future of his bank. Here are some
of the weaknesses he listed in this presentation.
AHMANSON CEO RINEHART'S LIST OF SOME OF HIS BANK'S WEAKNESSES:
o LOW TECH
o MARGINALLY EFFICIENT
o LACK OF BROAD PRODUCT KNOWLEDGE
HERE'S WHAT MR. RINEHART HASN'T TOLD YOU ABOUT HIS BANK'S FUTURE:
AN AHMANSON-GREAT WESTERN MERGER WOULD MEAN A DIFFICULT AND TIME
CONSUMING INTEGRATION PROCESS. We believe Ahmanson's inferior and
incompatible technology and systems pose a serious threat to its
ability to achieve a smooth integration. Ahmanson has a "home-
grown" computer system for deposits which we believe should be
replaced in the coming years and will result in substantial costs
to Ahmanson. Most of Washington Mutual's computers are already
upgraded to year 2000 standards. Great Western's system is much
more advanced than Ahmanson's and is compatible with Washington
Mutual's.
AHMANSON'S FINANCIAL PROJECTIONS APPEAR TO US TO BE BASED ON
DISRUPTIVE COST CUTTING AND FINANCIAL ENGINEERING. We believe that
Ahmanson's overly aggressive projections, especially its massive
$2.8 billion stock buyback, would result in a very thinly
capitalized company burdened with substantial goodwill charges
against earnings. In fact, Ahmanson's contemplated share
repurchases represent over 150% of its pro forma net income (less
preferred dividends) generated through 1999.
In spite of its inferior proposal, Ahmanson persists in
trying to solicit your consent. Great Western's Board of
Directors unanimously opposes the Ahmanson solicitation and urges
you NOT to sign the WHITE consent card sent to you by Ahmanson
WE URGE YOU TO SIGN, DATE AND MAIL THE BLUE CONSENT REVOCATION CARD TODAY.
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[Great Western Logo]
March 31, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC. Call toll free: 800-223-2064.
Banks and brokers call: 212-440-9800.
Great Western Financial Corporation ("Great Western") and
certain other persons named below may be deemed to be participants
in the solicitation of proxies in connection with the merger of
Great Western and a wholly-owned subsidiary of 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"). The participants in
this solicitation may include the directors of Great Western (James
F. Montgomery, John F. Maher, Dr. David Alexander, H. Frederick
Christie, Stephen E. Frank, John V. Giovenco, Firmin A. Gryp,
Enrique Hernandez, Jr., Charles D. Miller, Dr. Alberta E. Siegel
and Willis B. Wood, Jr.); the following executive officers of Great
Western: J. Lance Erikson, Carl F. Geuther, Michael M. Pappas, A.
William Schenck III, Ray W. Sims and Jaynie M. Studenmund; and the
following other members of management of Great Western: Stephen F.
Adams, Bruce F. Antenberg, Barry R. Barkley, Ian D. Campbell,
Charles Coleman, Allen D. Meadows and John A. Trotter
(collectively, the "Great Western Participants"). As of the date
of this communication, James F. Montgomery and John F. Maher
beneficially owned 605,488 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
persons related to them 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: Joe Wender,
John Mahoney, Andy Gordon, Todd Owens and Andrea 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: Herb Lurie,
Louis S. Wolfe, Paul Wetzel, Frank V. McMahon, John Esposito, Alex
Sun, Christopher Del-Moral Niles and Kavita 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 from time to time 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 March 14, 1997, Goldman Sachs held positions in
Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 9,669 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 March 14, 1997, Merrill Lynch had positions
in Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 8,800 of Great Western's
common shares; and (ii) net "long" of 1,775 shares of Great
Western 8.30% preferred stock; and (iii) net "long" 1,527 of
Washington Mutual's common shares.
Other participants in the solicitation include Washington Mutual
and may include the directors of Washington Mutual (Douglas P.
Beighle, David Bonderman, Herbert M. Bridge, J. Taylor Crandall,
Roger H. Eigsti, John W. Ellis, Daniel J. Evans, Anne V. Farrell,
William P. Gerberding, Kerry K. Killinger, Samuel B. McKinney,
Michael K. Murphy, Louis H. Pepper, William G. Reed, Jr. and James
H. Stever); the following executive officers of Washington Mutual:
Lee Lannoye, William A. Longbrake, Deanna W. Oppenheimer, Craig E.
Tall and S. Liane Wilson; and the following other members of
management of Washington Mutual: Karen Christensen, JoAnn
DeGrande, William Ehrlich, James B. Fitzgerald, Marc Kittner and
Douglas G. Wisdorf (collectively, the "Washington Mutual
Participants"). As of the date of this communication, David
Bonderman, J. Taylor Crandall and Kerry K. 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 persons related to it 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: Steven B.
Wolitzer, Philip R. Erlanger, Sanjiv Sobti, David J. Kim, Craig P.
Sweeney and Daniel 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 March 14, 1997, Lehman Brothers had positions in
Washington Mutual Securities and Great Western Securities as
principal as follows: (i) net "short" 124 of Washington Mutual's
common shares; and, (ii) net "short" 3,327 of Great Western's
common shares.
