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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(1) Amount Previously Paid: ______________________________________________
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April 11, 1997
To All Employees
ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR JUNE 13, 1997
Great Western announced today that the Board of Directors has set
June 13, 1997 as the date for the 1997 Annual Meeting Stockholders.
At the meeting, stockholders will elect four directors and will
consider, among other things, one advisory resolution and five
proposed By-laws amendments submitted by H.F. Ahmanson.
No date has been set yet for the vote on the Great Western/Washington
Mutual merger agreement.
For further details, please see the attached news release. Also
attached is an advertisement that appeared in the Wall Street
Journal, New York Times and Los Angeles Times.
[Attachments: (1) Press Release issued by Great Western on April
10, 1997 and filed with the SEC on such date; and (2) Advertisement
filed by Great Western with the SEC on April 10, 1997. Both of the
foregoing are incorporated herein by reference.]
The attachment to the news release lists the names of the
participants of the solicitation.
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, A. Sun, 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 7, 1997,
Goldman Sachs had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net
"long" 8,973 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 7, 1997,
Merrill Lynch had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net
"long" 7,125 of Great Western's common shares and (ii) 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 7,
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" 3,509 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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