As filed with the Securities and Exchange Commission on May 29, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
GREAT WESTERN FINANCIAL CORPORATION
(Name of Subject Company)
GREAT WESTERN FINANCIAL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ACCOMPANYING PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
J. LANCE ERIKSON, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GREAT WESTERN FINANCIAL CORPORATION
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 775-3411
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
COPY TO:
PETER ALLAN ATKINS, ESQ.
FRED B. WHITE III, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
Great Western Financial Corporation ("Great
Western") hereby amends and supplements its statement on
Schedule 14D-9 initially filed with the Securities and
Exchange Commission on May 20, 1997, as amended by
Amendment No. 1 through Amendment No. 6 thereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 37: Letter to Stockholders of Great Western,
dated May 29, 1997.
Exhibit 38: Letter to Stockholders of Great Western,
dated May 29, 1997.
Exhibit 39: Voting Instruction Form.
Exhibit 40: Letter Insert from Washington Mutual, Inc.
sent with Letters to Stockholders of Great
Western, dated May 29, 1997.
Exhibit 41: Advertisement Insert sent with Letters to
Stockholders of Great Western, dated May 29,
1997.
Exhibit 42: Newspaper Advertisement, dated May 29,
1997.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
GREAT WESTERN FINANCIAL CORPORATION
By: /s/ J. Lance Erikson
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel
Dated: May 29, 1997
Exhibit 37
[Great Western Letterhead]
YOUR VOTE IS EXTREMELY IMPORTANT!
May 29, 1997
Dear Great Western Stockholder:
Just two weeks from now, at a Special Meeting of Stockholders on
June 13, you will have the opportunity to vote on the Washington
Mutual merger. On the same day, you also will have the
opportunity at Great Western's Annual Meeting to vote on the
election of directors and on various amendments to your company's
By-laws proposed by H.F. Ahmanson & Company.
In connection with your vote, we are pleased to enclose two
documents we think you will find of great interest:
* First, a letter to Great Western stockholders from Kerry
Killinger, Chairman, President and Chief Executive Officer
of Washington Mutual.
* Second, a copy of an ad we recently ran in several
newspapers.
You can help pave the way for prompt completion of the Washington
Mutual merger. To approve the merger at the Special Meeting,
simply sign, date and return the enclosed GREEN voting
instruction form today. Under separate cover you are receiving a
GOLD voting instruction form relating to the Annual Meeting,
which we urge you also to sign, date and return.
YOUR VOTE ON BOTH THE GREEN AND GOLD VOTING INSTRUCTION FORMS IS
IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN. If
you have any questions about how to vote your shares, please call
our proxy solicitor, Georgeson & Company Inc., toll-free at 1-
800-223-2064.
Thank you for your continued support.
Sincerely,
/s/ John F. Maher /s/ James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
VOTE GREEN! VOTE GOLD! VOTE TODAY!
Exhibit 38
[Great Western Letterhead]
YOUR VOTE IS EXTREMELY IMPORTANT!
May 29, 1997
Dear Great Western Stockholder:
Just two weeks from now, at a Special Meeting of Stockholders on
June 13, you will have the opportunity to vote on the Washington
Mutual merger. On the same day, you also will have the
opportunity at Great Western's Annual Meeting to vote on the
election of directors and on various amendments to your company's
By-laws proposed by H.F. Ahmanson & Company.
In connection with your vote, we are pleased to enclose two
documents we think you will find of great interest:
* First, a letter to Great Western stockholders from Kerry
Killinger, Chairman, President and Chief Executive Officer
of Washington Mutual.
* Second, a copy of an ad we recently ran in several
newspapers.
You can help pave the way for prompt completion of the Washington
Mutual merger. We urge you to sign, date and return:
* The enclosed GREEN proxy card to vote FOR the Washington
Mutual merger at the Special Meeting,
AND
* The enclosed GOLD proxy card to vote FOR the Board's
nominees and AGAINST each of the other proposals at the
Annual Meeting.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU
MAY OWN. Please sign and date the GREEN and GOLD cards and
return BOTH of them today in the enclosed postage-paid envelope.
If you have any questions about how to vote your shares, please
call our proxy solicitor, Georgeson & Company Inc., toll-free at
1-800-223-2064.
Thank you for your continued support.
Sincerely,
/s/ John F. Maher /s/ James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
VOTE GREEN! VOTE GOLD! VOTE TODAY!
Exhibit 39
--IMPORTANT REMINDER--
THIS IS NOT A DUPLICATE MAILING!
The enclosed GOLD voting instruction form relates to Great
Western's upcoming Annual Meeting. We have mailed to you, under
separate cover, the GREEN voting instruction form for the vote on
the Washington Mutual merger at Great Western's Special Meeting.
WE URGE YOU TO PROTECT THE VALUE OF YOUR INVESTMENT BY SIGNING,
DATING AND RETURNING BOTH THE GOLD AND GREEN VOTING INSTRUCTION
FORMS TODAY.
If you have any questions about how to vote your shares, please
call our proxy solicitor, Georgeson & Company Inc., toll-free at
1-800-223-2064.
Thank you for your support.
GREAT WESTERN FINANCIAL CORPORATION.
Exhibit 40
[Washington Mutual Letterhead]
May 29, 1997
Dear Great Western Stockholder:
I am writing to you today seeking your support of the definitive
merger agreement between Washington Mutual, Inc. and Great
Western Financial Corporation. Our proposed merger is the only
transaction that has the unanimous support of the board of
directors and management of your company. It also provides the
surest and fastest means of maximizing the value of your
investment in Great Western. With your approval at the June 13
special meeting and with regulatory approval expected in the near
future, we anticipate closing the transaction as soon as late
June or early July.
Over the years, Washington Mutual has implemented a business
strategy focused on profitable growth and creation of shareholder
value. The success of this strategy is well documented: From
April 1990 -- when our core executive management team came
together -- through April 1997, the total cumulative return on
Washington Mutual's common stock, including the re-investment of
dividends, was an impressive 788%. This cumulative return
exceeded that of every company in our peer group and was more
than double that of the Standard and Poor's Financial Index.
Meanwhile, we have maintained a focus on financial discipline,
earnings growth, strong capital levels and high asset quality,
while delivering on our commitment to make our communities better
places to live and work. It is within this framework that our
company has successfully completed more than 20 mergers and
acquisitions since 1987 and that we entered into our agreement
with Great Western.
By approving this merger, you will be creating one of the
nation's leading financial services companies and one of the
dominant consumer banking franchises on the West Coast. With
operations from Seattle to San Diego and a strong presence in the
Southeastern United States, our combined companies will be in an
even stronger position to expand market share and serve an ever
growing number of customers.
As chairman and chief executive officer of Washington Mutual as
well as a significant stockholder, I can assure you that
maximizing long-term shareholder value will continue to be a
driving force for our company once the merger is completed. By
approving the Washington Mutual/Great Western merger, you will be
ensuring a timely conclusion to this transaction, as well as
creating a company immediately positioned for growth and success
in the years ahead.
Respectfully,
/s/ Kerry K. Killinger
EXHIBIT 41
TO ALL GREAT WESTERN STOCKHOLDERS:
AFTER 100 DAYS
THE END IS IN SIGHT
In mid-February, H. F. Ahmanson & Company made an unsolicited
proposal to acquire Great Western Financial Corporation. Your
Board responded by finding a superior merger with Washington
Mutual, Inc. Now, 100 days later, the end is in sight. With
your vote and the receipt of regulatory approvals, which are
expected shortly, you can be in a position to RECEIVE YOUR
WASHINGTON MUTUAL SHARES BY EARLY JULY.
* On June 13 -- in just 15 days -- you will have the
opportunity to vote on and approve Great Western's
strategic merger with Washington Mutual.
* Both companies continue to move forward toward
consummating the merger. Our joint proxy
statement/prospectus has been sent to stockholders --
and GREAT WESTERN AND WASHINGTON MUTUAL ARE ON A FAST
TRACK TOWARD DELIVERING TO STOCKHOLDERS THE BENEFITS OF
THE MERGER.
* On May 20, the Office of Thrift Supervision declared
that Washington Mutual's application to acquire Great
Western was informationally complete. THIS IS YET
ANOTHER IMPORTANT STEP TOWARD REGULATORY APPROVAL, WHICH
WE EXPECT BY LATE JUNE OR EARLY JULY.
* After the merger closes, it is anticipated that
Washington Mutual would integrate the two companies
quickly and begin to achieve the expected cost savings,
operating efficiencies and revenue enhancements.
WASHINGTON MUTUAL HAS A LONG TRACK RECORD OF
SUCCESSFULLY INTEGRATING BOTH IN-MARKET AND OUT-OF-
MARKET ACQUISITIONS OF BANKS AND THRIFTS OF VARYING
SIZES.
Remember, Ahmanson has gone to Court in an effort to prevent you from
voting on the merger on June 13. IF AHMANSON HAD ITS WAY, THE MERGER
VOTE WOULD BE DELAYED UNTIL LATE SUMMER -- POSSIBLY UNTIL AFTER LABOR
DAY -- and your opportunity to receive your Washington Mutual shares
in the merger could be delayed for MONTHS!
PROTECT YOUR INVESTMENT.
VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
GREAT WESTERN/WASHINGTON MUTUAL--
SUPERIOR MERGER . . . SUPERIOR PARTNER . . . SUPERIOR VALUE
[Great Western logo]
May 29, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-449-9800.
EXHIBIT 42
[Newspaper Advertisement]
TO ALL GREAT WESTERN STOCKHOLDERS:
AFTER 100 DAYS
THE END IS IN SIGHT
In mid-February, H. F. Ahmanson & Company made an unsolicited
proposal to acquire Great Western Financial Corporation. Your
Board responded by finding a superior merger with Washington
Mutual, Inc. Now, 100 days later, the end is in sight. With
your vote and the receipt of regulatory approvals, which are
expected shortly, you can be in a position to RECEIVE YOUR
WASHINGTON MUTUAL SHARES BY EARLY JULY.
* On June 13 -- in just 15 days -- you will have the
opportunity to vote on and approve Great Western's
strategic merger with Washington Mutual.
* Both companies continue to move forward toward
consummating the merger. Our joint proxy
statement/prospectus has been sent to stockholders --
and GREAT WESTERN AND WASHINGTON MUTUAL ARE ON A FAST
TRACK TOWARD DELIVERING TO STOCKHOLDERS THE BENEFITS OF
THE MERGER.
* On May 20, the Office of Thrift Supervision declared
that Washington Mutual's application to acquire Great
Western was informationally complete. THIS IS YET
ANOTHER IMPORTANT STEP TOWARD REGULATORY APPROVAL, WHICH
WE EXPECT BY LATE JUNE OR EARLY JULY.
* After the merger closes, it is anticipated that
Washington Mutual would integrate the two companies
quickly and begin to achieve the expected cost savings,
operating efficiencies and revenue enhancements.
WASHINGTON MUTUAL HAS A LONG TRACK RECORD OF
SUCCESSFULLY INTEGRATING BOTH IN-MARKET AND OUT-OF-
MARKET ACQUISITIONS OF BANKS AND THRIFTS OF VARYING
SIZES.
Remember, Ahmanson has gone to Court in an effort to prevent you from
voting on the merger on June 13. IF AHMANSON HAD ITS WAY, THE MERGER
VOTE WOULD BE DELAYED UNTIL LATE SUMMER -- POSSIBLY UNTIL AFTER LABOR
DAY -- and your opportunity to receive your Washington Mutual shares
in the merger could be delayed for MONTHS!
PROTECT YOUR INVESTMENT.
VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
GREAT WESTERN/WASHINGTON MUTUAL--
SUPERIOR MERGER . . . SUPERIOR PARTNER . . . SUPERIOR VALUE
[Great Western logo]
May 29, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-449-9800.
