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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/X/ Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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GREAT WESTERN FINANCIAL CORPORTATION
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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)
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(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):
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/ / 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.
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[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
APRIL 18, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
AHMANSON MOTION DENIED IN DELAWARE COURT
CHATSWORTH, Calif. -- Great Western Financial Corporation (NYSE:
GWF) announced today that the Delaware Chancery Court has again denied H.F.
Ahmanson & Company's motion for expedited discovery in connection with
Ahmanson's application to compel a May 6, 1997 annual meeting of Great Western
stockholders. The Court stayed all discovery on this matter pending a hearing on
Great Western's motion to dismiss Ahmanson's complaint. This hearing is
scheduled for April 24, 1997.
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 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.
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McMahon, J. Esposito, 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 14, 1997, Goldman Sachs had positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 7,473 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 14, 1997, Merrill Lynch had positions in Great
Western Securities and Washington Mutual Securities as principal as follows: (i)
net "long" 7,126 of Great Western's common shares; (ii) net "long 1,600 shares
of Great Western's 8.30% preferred stock; and (iii) 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 14, 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" 2,691 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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