SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[Press Release]
NEWS
[Great Western Logo]
FOR IMMEDIATE RELEASE
APRIL 2, 1997
Contact: Ian Campbell 818-775-3773
------- Charlie Coleman 818-775-3766
GREAT WESTERN RESPONDS TO ISS RECOMMENDATION
ISS Takes No Position on Merits of Ahmanson Proposal
ISS Says Legal Consent Deadline is Still Many Weeks Away
CHATSWORTH, Calif. -- Great Western Financial Corporation
(NYSE: GWF) today issued the following statement in response to
the Institutional Shareholder Services Inc.'s (ISS) report:
"We vigorously disagree with ISS' recommendations on four of
Ahmanson's five proposals. It is important to emphasize that, as
ISS made clear in its report, ISS' recommendations pertain only
to Ahmanson's proposed resolutions and By-law amendments. ISS
explicitly stated that it is not commenting on the relative
merits of the Great Western/Washington Mutual merger agreement
and Ahmanson's unsolicited proposal. Nor does ISS make any
recommendations as to how stockholders should vote in connection
with the election of directors at Great Western's Annual Meeting.
"Ahmanson's proposed resolutions and By-law amendments are
not designed to benefit Great Western stockholders. They are
designed to benefit Ahmanson and its own stockholders. If
Ahmanson believes that these proposed By-law amendments enhance
stockholder value, Ahmanson's By-laws would contain these very
same provisions. In fact, none of the By-law amendments that
Ahmanson has proposed for Great Western appears in Ahmanson's own
By-laws.
"In unanimously approving our strategic business combination
with Washington Mutual, the Board of Directors of Great Western
acted prudently and responsibly and achieved literally hundreds
of millions of dollars of additional value for Great Western
stockholders.
"Great Western remains strongly committed to its strategic
merger agreement with Washington Mutual, and is working closely
with Washington Mutual's Board of Directors to move forward with
the merger. Great Western believes that a combination with
Washington Mutual will provide its stockholders with a superior
value opportunity.
"Great Western stockholders did not allow Ahmanson to coerce
them into accepting Ahmanson's artificial March 27 deadline. We
anticipate that our stockholders will similarly ignore any other
artificial deadlines which Ahmanson may seek to impose. In its
report, ISS states that stockholders have until May 12, 1997 to
respond to Ahmanson's consent solicitation. Great Western also
notes that Ahmanson has not even requested a record date for its
first two proposals.
"We continue to urge all Great Western stockholders to
oppose Ahmanson's consent solicitation and not to sign any White
consent card furnished by Ahmanson."
Great Western also announced that Ahmanson has not yet
submitted any consents to Great Western. With respect to Great
Western's previous statement as to the level of support Ahmanson
has received in its consent solicitation, Great Western noted
that it is unable to determine the percentage of shares which
have given consents to Ahmanson.
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 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; (ii) net "long" 1,775 shares
of Great Western's 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.
