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:
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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
AHMANSON SETS RECORD STRAIGHT ON
WASHINGTON MUTUAL'S DISTORTIONS
IRWINDALE, CA, March 19, 1997 -- In response to inquiries, H. F.
Ahmanson & Company (NYSE:AHM) stated that claims and information being presented
to the marketplace by Washington Mutual (NASDAQ:WAMU) with respect to the two
companies' proposals to merge with Great Western Financial Corporation
(NYSE:GWF) are inaccurate and irresponsible.
"With its March 17th presentation to investors, Washington Mutual has
crossed the line from a campaign of exaggeration to one of disinformation."
Examples of Washington Mutual's distortions, and the facts they obscure,
follow:
"WASHINGTON MUTUAL DISTORTION: 'Ahmanson is presently, and under its pro forma
projections would be, among the worst capitalized thrifts in the nation.'
"FACT: Ahmanson's savings and loan subsidiary, Home Savings of America,
significantly exceeds the standard for 'well-capitalized' status -- the highest
regulatory capital status -- both today and in projections for a merger with
Great Western. Home's capital will be managed to a level of 5.3 percent core
capital.
"Although Ahmanson, as a savings and loan holding company, is not subject
to any regulatory capital requirements, Ahmanson has managed its core capital in
its projections to 4.9 percent, a sound level and one that is acceptable to both
regulators and rating agencies. Ahmanson is rated 'investment grade' by credit
agencies, and would continue to be rated 'investment grade' after a merger with
Great Western on a pro forma basis.
"Washington Mutual's effort to mischaracterize the capital strength of a
depository institution is reckless and irresponsible.
<PAGE>
"WASHINGTON MUTUAL DISTORTION: 'Ahmanson assumes an unreasonably low share
repurchase price for the $2 billion share repurchase program.' Washington
Mutual asserts that Ahmanson assumes a $37 share repurchase price through 1998.
"FACT: Ahmanson assumes $2.8 billion -- not $2 billion -- in share repurchases,
executed at rising price levels and at slightly more than 12 times cash earnings
per share. Since October 1995, Ahmanson has purchased approximately 17 million
common shares at an average price of $26.11. Pro forma projections include
purchasing an additional 39 million shares through 1998 at an average price of
approximately $46, and 17 million shares in 1999 at an average price of
approximately $60.
"WASHINGTON MUTUAL DISTORTION: 'WAMU's Cost Savings are Due Diligenced -
Ahmanson's are Aggressive'
"FACT: Ahmanson's estimated cost savings of approximately 45 percent are
consistent with other in-market combinations and have been widely endorsed by
equity research analysts and investors. Without the opportunity to conduct due
diligence that other bidders had, Ahmanson remained conservative in its
assumptions.
"Washington Mutual, on the other hand, assumes that it can produce 75
percent of the cost savings Ahmanson assumes, but with less than half of the
branch overlap with Great Western that Ahmanson has. It is Washington Mutual
that is aggressive on cost savings, particularly when viewed in combination with
the substantial revenue enhancements it must achieve simultaneously in order to
avoid costly dilution to Washington Mutual and Great Western stockholders.
"WASHINGTON MUTUAL DISTORTION: Washington Mutual's proposal offers 'Tested
Assumptions - Attractive Returns.'
"FACT: The accretion levels projected by Washington Mutual in its S-4 assume
its ability to achieve $113 million in incremental net interest income in 1998,
and $246 million in incremental net interest income in 1999. Those assumptions
are predicated upon Washington Mutual generating $18.1 billion in incremental
loan growth at Great Western by 1999, while at the same time closing 100 Great
Western loan origination offices. Using an historic runoff rate of 15%, the
combined organization's originations for 1997 would represent a 35% increase
over 1996 requiring it to outproduce formidable competitors like Nationsbank,
Bank of America and Fleet.
"Moreover, the incremental $3.1 billion in originations that Washington
Mutual expects to add to Great Western's stand-alone production in just a single
quarter of 1997 represents more volume on an annualized basis than Great Western
has achieved in any single year in the '90s.
<PAGE>
"These are by no means 'tested assumptions' in California, a market with
which Washington Mutual has only two months experience. The California
residential real estate market is mature and highly competitive, and cannot
provide the after-tax rates of return on residential loans that Washington
Mutual imagines. Furthermore, at current interest rates, the California and
national mortgage market favors fixed rate mortgages. Retaining anywhere near
the $18.1 billion in 'incremental' originations could subject Washington Mutual
to serious interest rate risk.
"WASHINGTON MUTUAL DISTORTION: 'Benefits of the (WAMU) Transaction' include
'Low Risk Execution.'
"FACT: No major financial institution has ever made two size doubling
acquisitions within one year. Washington Mutual is attempting to do so, while
simultaneously attempting another challenging feat: expanding revenues
dramatically while cutting costs. This is clearly not 'low risk.'"
Ahmanson concluded, "Washington Mutual has produced information that is
not credible with respect to its own prospects for achieving merger benefits,
and has now moved on to miscalculating and mischaracterizing Ahmanson's proposal
and prospects."
H. F. Ahmanson, 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.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO
THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES
OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED; (C)
AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES EXPECTED TO
BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING
STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD
LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1)
EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR
REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED
MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL
CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER
NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING
BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY
CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE
ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL
RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY AHMANSON
WITH THE SECURITIES AND EXCHANGE COMMISSION, ("COMMISSION"), INCLUDING A
REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18,
1997, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN. AHMANSON
BELIEVES THAT THE INFORMATION REGARDING THE PROPOSED WASHINGTON MUTUAL/GREAT
WESTERN MERGER IS SUBJECT TO SIMILAR QUALIFICATIONS AND UNCERTAINTIES. ALTHOUGH
THIS PRESENTATION INCLUDES INFORMATION CONCERNING WASHINGTON MUTUAL AND GREAT
WESTERN INSOFAR AS IT IS KNOWN OR REASONABLY AVAILABLE TO AHMANSON, AHMANSON
DOES NOT HAVE ACCESS TO THE BOOKS AND RECORDS OF EITHER COMPANY. THEREFORE,
INFORMATION CONCERNING GREAT WESTERN AND WASHINGTON MUTUAL THAT HAS NOT BEEN
MADE PUBLIC IS NOT AVAILABLE TO AHMANSON. CONSEQUENTLY, WITH RESPECT TO
WASHINGTON MUTUAL, GREAT WESTERN AND THEIR PROPOSED MERGER, AHMANSON HAS RELIED
ENTIRELY ON PUBLICLY AVAILABLE INFORMATION WITHOUT INDEPENDENT VERIFICATION.
MOREOVER, AHMANSON NOTES THAT THE NEED TO RELY SOLELY ON SUCH PUBLICLY AVAILABLE
INFORMATION MAY AFFECT THE JUDGMENTS UNDERLYING AN EVALUATION OF THE FINANCIAL
AND OTHER PROJECTED INFORMATION DISCUSSED HEREIN.
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 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 March 18, 1997, Ahmanson is the beneficial owner of 2,344,800 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 March 18, 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 March 18, 1997, CSFB held a net short
position of 2,676 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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