<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997
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 Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] 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,
IF OTHER THAN THE REGISTRANT)
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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(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:
<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997
[AHMANSON LETTERHEAD]
February , 1997
To the Stockholders of
Great Western Financial Corporation:
On February 17, 1997, H.F. Ahmanson & Company ("Ahmanson") submitted a
written proposal to Great Western Financial Corporation ("GWF") for a tax-free
merger of the two companies pursuant to which each outstanding share of GWF
Common Stock would be converted into 1.05 shares of Ahmanson Common Stock (the
"Ahmanson Merger Proposal").
. The Ahmanson Merger Proposal represents a 24.2% premium over the price
of GWF Common Stock, based on the closing price of the shares on the
NYSE Composite Tape on the last trading day before announcement of the
Ahmanson Merger Proposal.
. Despite the extraordinary economic benefits to the stockholders of GWF
that would accrue from the Ahmanson Merger Proposal, GWF's current Board
of Directors (the "GWF Board") has not yet responded to the Ahmanson
Merger Proposal or entered into negotiations with Ahmanson.
Accordingly, in order to enable a decision on the merits of the Ahmanson
Merger Proposal to be made by you, as the true owners of GWF, your proxy is
being solicited to replace three of the four current Class II Directors of GWF
with independent individuals nominated by Ahmanson (the "Ahmanson Nominees")
and committed to pursuing a merger which would maximize the stockholder value
of GWF and for the other Ahmanson proposals described herein.
. The Ahmanson Nominees favor pursuing a merger to maximize stockholder
value.
. Voting for the Ahmanson Nominees and the other Ahmanson proposals
described herein will enable you to send a clear message to the GWF
Board that you also favor a merger.
This proxy solicitation is being conducted separately from the consent
solicitation that Ahmanson is making in connection with proposals for the
adoption of a stockholder resolution and certain amendments to the By-laws of
GWF.
SEND A CLEAR MESSAGE TO THE GWF BOARD--VOTE YOUR WHITE ANNUAL MEETING PROXY
CARD FOR EACH OF THE AHMANSON NOMINEES AND FOR APPROVAL OF THE AHMANSON
PROPOSALS.
Only stockholders of record on February 24, 1997 may vote in connection with
the accompanying Proxy Statement. Therefore, in fairness to other
stockholders, even if you have subsequently sold your shares of GWF Common
Stock, you are urged to grant your proxy pursuant to the enclosed WHITE proxy
card with respect to all of the shares of GWF Common Stock that were held by
you as of the February 24, 1997 record date. Your failure to vote may
adversely affect those who continue to be stockholders.
If you have any questions concerning the accompanying Proxy Statement or the
procedures to be followed to deliver a proxy, please contact MacKenzie
Partners, Inc. at (212) 929-5500 (bankers and brokers call collect) or (800)
322-2885 (all others call toll-free).
<PAGE>
PLEASE READ THE ACCOMPANYING PROXY STATEMENT CAREFULLY. YOUR VOTE AND PROMPT
ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR PROXY BY MARKING, SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD AS SOON AS POSSIBLE.
Sincerely,
_____________________________________
Chairman and Chief
Executive Officer
IMPORTANT
Only stockholders of record on February 24, 1997 are entitled to give their
proxy. Thus:
1. If your shares of GWF Common Stock are held in your own name, please
mark, sign, date and return the enclosed WHITE proxy card in the
postage-paid envelope provided.
2. If your shares of GWF Common Stock are held in the name of a brokerage
firm, bank, nominee or other institution, only it can vote with respect
to your shares of GWF Common Stock and only upon receipt of your
specific instructions. Accordingly, you should contact the person
responsible for your account and give instructions for a WHITE proxy
card to be signed representing the shares of GWF Common Stock
beneficially owned by you. You are urged to ensure that the record
holder of your shares of GWF Common Stock marks, signs, dates and
returns the enclosed WHITE proxy card as soon as possible. You are
further urged to confirm in writing any instructions given and provide a
copy of those instructions to Ahmanson in care of MacKenzie Partners,
Inc., so that Ahmanson may also attempt to ensure that such instructions
are followed.
If you have any questions or require any assistance in completing your
proxy, please call:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Bankers and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997
1997 ANNUAL MEETING OF STOCKHOLDERS
OF
GREAT WESTERN FINANCIAL CORPORATION
----------------
PROXY STATEMENT
OF
H.F. AHMANSON & COMPANY
----------------
This Proxy Statement and the accompanying WHITE Annual Meeting proxy card
are furnished in connection with the solicitation of proxies by H.F. Ahmanson
& Company ("Ahmanson"), to be used at the 1997 Annual Meeting of Stockholders
of Great Western Financial Corporation ("GWF") to be held at a.m. (local
time) on April 22, 1997 at , and any adjournments, postponements or
reschedulings thereof (the "Annual Meeting"). Ahmanson conducts its principal
business operations through Home Savings of America, FSB, a federally-
chartered savings bank. Based on deposits, Ahmanson was at December 31, 1996
the third largest depository institution in California and the 17th largest in
the United States.
On February 17, 1997, Charles R. Rinehart, Chairman of the Board and Chief
Executive Officer of Ahmanson, contacted John F. Maher, President and Chief
Executive Officer, of GWF and delivered to him a written proposal for a tax-
free merger of the two companies (the "Proposed Merger") pursuant to which
each outstanding share of GWF Common Stock would be converted into 1.05 shares
of Ahmanson Common Stock (the "Ahmanson Merger Proposal"). Ahmanson
subsequently issued a press release publicly disclosing the Ahmanson Merger
Proposal.
Based on the closing price of the Ahmanson Common Stock on the New York
Stock Exchange ("NYSE") Composite Tape on February 14, 1997 (the last trading
day before announcement of the Ahmanson Merger Proposal), GWF common
stockholders would receive in the Proposed Merger shares of Ahmanson Common
Stock with a value of $42.53 for each of their shares of GWF Common Stock,
representing a 24.2% premium over the closing price of the GWF Common Stock on
such date.
Ahmanson believes that the Proposed Merger represents a unique and
compelling opportunity to enhance value for stockholders of both Ahmanson and
GWF, allowing the combined company to realize substantial cost savings while
solidifying its competitive position in its major markets and providing
enhanced services and products to its customers. Ahmanson is confident that it
will be able to obtain the regulatory approvals required for the Proposed
Merger on a timely basis and without imposition of any condition that would
have a material adverse effect on the combined company. Accordingly, Ahmanson
believes that the Board of Directors of GWF (the "GWF Board") should find the
Proposed Merger highly attractive. However, as of the date of this Preliminary
Proxy Statement, GWF has not yet responded to the Ahmanson Merger Proposal and
the parties have not yet entered into any negotiations concerning the Proposed
Merger or any other business combination between Ahmanson and GWF.
Ahmanson has determined to nominate three individuals (the "Ahmanson
Nominees"), each of whom is independent of (and not affiliated with or
controlled by) Ahmanson, to serve as directors of GWF. These individuals, if
elected, have committed to seek to convince the other GWF directors to pursue
merger proposals with a view to maximizing stockholder value. In particular,
they would seek to convince the other GWF directors to consider the Ahmanson
Merger Proposal and all other proposals to merge with GWF and, subject to
their fiduciary duties, actively pursue the proposal that they conclude
maximizes value for GWF's stockholders. Any such proposal would, of course,
then be subject, among other things, to stockholder and regulatory approval.
You will also be asked at the Annual Meeting to consider and vote upon a
non-binding stockholder resolution (the "Ahmanson Resolution") urging the GWF
Board to arrange for the merger of GWF with the potential merger partner
offering consideration that maximizes stockholder value and, if no bids
superior to the Ahmanson Merger Proposal are received, to enter into a merger
agreement with Ahmanson and take all necessary
<PAGE>
actions to facilitate such merger. In addition, Ahmanson has introduced seven
proposals to amend the current By-laws of GWF (the "Ahmanson By-law
Amendments" and, together with the Ahmanson Resolution, the "Ahmanson
Proposals").
This proxy solicitation is being conducted separately from the consent
solicitation that Ahmanson is making in connection with proposals for the
adoption of a stockholder resolution and certain amendments to the By-laws of
GWF.
A VOTE FOR THE AHMANSON NOMINEES AND THE AHMANSON PROPOSALS WILL ENABLE
YOU--AS THE OWNERS OF GWF--TO SEND A CLEAR MESSAGE TO THE GWF BOARD THAT YOU
FAVOR A MERGER TO MAXIMIZE STOCKHOLDER VALUE.
AHMANSON URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE ANNUAL
MEETING PROXY CARD TO VOTE FOR THE ELECTION OF THE AHMANSON NOMINEES AND FOR
THE AHMANSON PROPOSALS.
AHMANSON URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY GWF. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A SUBSEQUENTLY DATED PROXY CARD FOR THE ANNUAL MEETING TO
AHMANSON, C/O MACKENZIE PARTNERS, INC. (THE "AGENT"), OR TO THE SECRETARY OF
GWF, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES"
BELOW.
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting is February 24, 1997 (the "Record Date").
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the Annual Meeting for each share of GWF Common Stock
("GWF Share") held on the Record Date. As of the Record Date, there were
approximately GWF Shares issued and outstanding. Ahmanson holds an
aggregate of GWF Shares, which represents % of the GWF Shares
outstanding. Ahmanson intends to vote such GWF Shares for the election of the
Ahmanson Nominees and for the Ahmanson Proposals.
----------------
This Proxy Statement and the WHITE Annual Meeting proxy card are first being
furnished to GWF stockholders on or about , 1997. The principal executive
offices of Great Western Financial Corporation are located at 9200 Oakdale
Avenue, Chatsworth, California 91311.
2
<PAGE>
IMPORTANT
Only stockholders of record on February 24, 1997 are entitled to give their
proxy. Thus:
1. If your shares of GWF Common Stock are held in your own name, please
mark, sign, date and return the enclosed WHITE proxy card in the
postage-paid envelope provided.
2. If your shares of GWF Common Stock are held in the name of a brokerage
firm, bank, nominee or other institution, only it can vote with respect
to your shares of GWF Common Stock and only upon receipt of your
specific instructions. Accordingly, you should contact the person
responsible for your account and give instructions for a WHITE proxy
card to be signed representing the shares of GWF Common Stock
beneficially owned by you. You are urged to ensure that the record
holder of your shares of GWF Common Stock marks, signs, dates and
returns the enclosed WHITE proxy card as soon as possible. You are
further urged to confirm in writing any instructions given and provide a
copy of those instructions to Ahmanson in care of MacKenzie Partners,
Inc., so that Ahmanson may also attempt to ensure that such instructions
are followed.
If you have any questions or require any assistance in completing your
proxy, please call:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Bankers and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
3
<PAGE>
THE AHMANSON NOMINEES FAVOR PURSUING A
MERGER TO MAXIMIZE STOCKHOLDER VALUE
On a number of occasions during the last several years, the current and
predecessor chief executive officers of Ahmanson and GWF have informally
discussed the possibility of a merger of the two companies. These discussions
took place against the background of a rapidly changing banking industry
undergoing substantial consolidation, primarily as a result of increased
competition and a need to reduce costs through economies of scale. In
addition, in recent years, the two companies have been pursuing compatible
business strategies.
Consolidation among depository institutions has increased in recent years
and has included the merger or sale of a number of large California-based
banks and savings institutions. Among the major transactions that have
occurred in recent years are the combinations of: the six largest California
banks (Wells Fargo and First Interstate, Bank America and Security Pacific,
and Union Bank and Bank of California); the fifth and seventh largest
California savings institutions (First Nationwide and California Federal)
(which followed a proposal by Golden West, the third largest California
savings institution, to acquire California Federal); and the fourth largest
California savings institution and one of the largest savings institutions
outside of California (American Savings and Washington Mutual) (size
references are to asset rankings as of June 30 of the year of the referenced
merger). Ahmanson has taken advantage of this trend toward consolidation to
enlarge its presence and enhance its market share in key markets while
disposing of assets in other, "non-core" markets. Since June 1992, Ahmanson
has engaged in transactions which, taken together, have resulted in the
acquisition of $6.8 billion in deposits, primarily in California, at an
average deposit premium (i.e., the ratio of net purchase price to acquired
deposits) of 2.9% and the sale of over $12.7 billion in deposits in non-core
markets at an average deposit premium of 7.1%. In addition, in September 1996,
Ahmanson acquired approximately $1.9 billion in deposits by completing its
purchase of 61 former First Interstate branches.
Ahmanson believes that GWF also recognizes the merits of a focus on core
markets and the inevitability of consolidation. For example, in December 1993,
GWF acquired 119 branches of HomeFed in California having $4.1 billion in
deposits and, in December, 1994, sold its 31 branches on the west coast of
Florida having $1.0 billion in deposits.
In light of the foregoing, on February 17, 1997, Charles R. Rinehart,
Chairman of the Board and Chief Executive Officer of Ahmanson, contacted John
F. Maher, President and Chief Executive Officer, of GWF and delivered to him a
written proposal for a tax-free merger of the two companies pursuant to which
each outstanding share of GWF Common Stock would be converted into 1.05 shares
of Ahmanson Common Stock. Ahmanson subsequently issued a press release
publicly disclosing the Ahmanson Proposal.
Based on the closing price of the Ahmanson Common Stock on the NYSE
Composite Tape on February 14, 1997, the last trading day before announcement
of the Ahmanson Merger Proposal, GWF common stockholders would receive in the
Proposed Merger shares of Ahmanson Common Stock with a value of $42.53 for
each of their shares of GWF Common Stock, representing a 24.2% premium over
the closing price of the GWF Common Stock on such date.
Ahmanson believes that the Proposed Merger represents a unique and
compelling opportunity to enhance value for stockholders of both Ahmanson and
GWF, allowing the combined company to realize substantial cost savings while
enhancing its competitive position in its major markets and providing enhanced
services and products to its customers. Ahmanson is confident that it will be
able to obtain the regulatory approvals required for the Proposed Merger on a
timely basis and without imposition of any condition that would have a
material adverse effect on the combined company. Accordingly, Ahmanson
believes that the GWF Board should find the Proposed Merger highly attractive.
However, as of the date of this Preliminary Proxy Statement, GWF has not yet
responded to the Ahmanson Merger Proposal and the parties have not yet entered
into any negotiations concerning the Proposed Merger or any other business
combination between Ahmanson and GWF.
Ahmanson believes that the GWF Board (who collectively own beneficially less
than 1.5% of the GWF Common Stock) should not deprive GWF's stockholders of
the opportunity to consider the Ahmanson Merger
4
<PAGE>
Proposal and any other bona fide and concrete merger proposals. Accordingly,
Ahmanson has determined to nominate three individuals (the "Ahmanson
Nominees"), each of whom is independent of (and not affiliated with or
controlled by) Ahmanson, to serve as directors of GWF. These individuals, if
elected, have committed to seek to convince the other GWF directors to pursue
merger proposals with a view to maximizing stockholder value. In particular,
they would seek to convince the other GWF directors to consider the Ahmanson
Merger Proposal and all other bona fide and concrete proposals to merge with
GWF and, subject to their fiduciary duties, actively pursue the proposal that
they conclude maximizes value for GWF's stockholders. Any such proposal would,
of course, then be subject, among other things, to stockholder and regulatory
approval. In addition, Ahmanson is soliciting your proxy in support of the
Ahmanson Proposals, which are intended to facilitate the maximization of
stockholder value of GWF.
If the Ahmanson Nominees are elected, the Ahmanson Nominees will constitute
a minority of the eleven member GWF Board and, therefore, the Ahmanson
Nominees would not, without the support of other members of the GWF Board, be
able to take action to expedite the prompt consummation of a merger of GWF. If
the Ahmanson Proposals are adopted, however, the Ahmanson Nominees would,
subject to their fiduciary duties, among other things, be able to prevent GWF
from agreeing to grant so called break-up fees, stock options, crown jewel
options or other "lock-up" arrangements in an aggregate amount in excess of
$100,000,000.
I. ELECTION OF CLASS II DIRECTORS
According to publicly available information, GWF currently has eleven
Directors, divided into three classes having staggered terms of three years
each. The terms of the four incumbent Class II Directors, John V. Giovenco,
Firmin A. Gryp, James F. Montgomery and Alberta E. Siegel, will expire at the
Annual Meeting.
Ahmanson believes that election of the Ahmanson Nominees represents the best
means for GWF stockholders to express their support for a merger of GWF to
maximize stockholder value. These individuals, if elected, have committed to
seek to convince the other GWF directors to pursue merger proposals with a
view to maximizing stockholder value. In particular, they would seek to
convince the other GWF directors to consider the Ahmanson Merger Proposal and
all other bona fide and concrete proposals to merge with GWF and, subject to
their fiduciary duties, actively pursue the proposal that they conclude
maximizes value for GWF's stockholders. Any such proposal would, of course,
then be subject, among other things, to stockholder and regulatory approval.
The election of the Ahmanson Nominees would enable you, as the owners of GWF,
to send a clear message to the GWF Board that you favor a merger of GWF to
maximize stockholder value and that you oppose actions that would thwart such
a merger. Ahmanson believes that the current members of the GWF Board (who
collectively own beneficially less than 1.5% of the GWF common stock) should
not deprive GWF's stockholders of the opportunity to consider the Ahmanson
Merger Proposal and other merger proposals.
Ahmanson proposes that the GWF stockholders elect the Ahmanson Nominees to
fill three of the four Class II Director positions of GWF up for election at
the Annual Meeting. With regard to the fourth Director position of GWF up for
election, a blank write-in space has been provided for you to select such
Director from among the nominees of the incumbent GWF Board. However, should
you not write-in a nominee for the fourth Director, this will not affect your
vote for the Ahmanson Nominees. The nomination of three nominees rather than
the four directorships up for election at the Annual Meeting is intended to
avoid a presumption of control under regulations of the Office of Thrift
Supervision.
The Ahmanson Nominees are listed below and have furnished the following
information concerning their principal occupations or employment and certain
other matters. Each Ahmanson Nominee, if elected, would hold office until the
2000 Annual Meeting of Stockholders and until a successor has been elected and
qualified or until the earlier of his death, resignation or removal. Although
Ahmanson has no reason to believe that any of the Ahmanson Nominees will be
unable to serve as a director, if any one or more of the Ahmanson Nominees
shall not be available for election, the persons named on the WHITE Annual
Meeting proxy card have agreed to vote for the election of such other nominees
as may be proposed by Ahmanson. Should GWF purport to increase the number of
directors to be elected at the Annual Meeting, it is the current intention of
Ahmanson to propose additional nominees for such directorships.
5
<PAGE>
AHMANSON NOMINEES FOR CLASS II DIRECTORS:
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
-------------------------- ---------------------------------------------
<S> <C>
Lawrence A. Del Santo, 63........ Mr. Del Santo is the Chairman and Chief Executive
The Vons Companies, Inc. Officer of The Vons Companies, Inc. ("Vons"). He joined
618 Michillinda Avenue Vons in April 1994. Previously, he was Chairman and
Arcadia, CA 91007 Chief Executive Officer of Lucky Stores ("Lucky") and
after the American Stores Company acquisition of Lucky,
he became Senior Executive Vice President and Chief
Operating Officer--Food for American Stores Company in
1993. He currently serves on the board of directors of
California Business Roundtable, Los Angeles Area
Chamber of Commerce, Food Marketing Institute, Criminal
Justice Legal Foundation, Los Angeles Business Advisors
and Super Valu Stores, Inc. Additionally, he is a
member of the Board of Trustees of the University of
San Francisco and the Tomas Rivera Center.
Robert T. Gelber, 61............. Mr. Gelber is currently retired. Before his retirement,
Gibson, Dunn & Crutcher LLP Mr. Gelber was a partner at Gibson, Dunn & Crutcher
333 South Grand Avenue LLP, where he was co-head of the firm's Financial
Los Angeles, CA 90071 Institutions Practice Group. Mr. Gelber joined Gibson,
Dunn & Crutcher LLP in 1960 after graduation from
Harvard Law School.
Wolfgang Schoellkopf, 64......... Mr. Schoellkopf is currently retired. From 1990 until
800 Fifth Avenue his retirement in 1996, Mr. Schoellkopf was Vice
New York, NY 10021 Chairman and Chief Financial Officer of First Fidelity
Bancorporation. Mr. Schoellkopf currently serves on the
boards of directors of Great Lakes Reinsurance
Corporation, the Inner-City Scholarship Fund and
Marymount University.
</TABLE>
Ahmanson has paid each Ahmanson Nominee a fee of $15,000 and Ahmanson has
agreed to make a cash contribution of $15,000 on behalf of each Ahmanson
Nominee to a charitable organization designated by each Ahmanson Nominee for
agreeing to be named as a nominee in this Proxy Statement and agreeing to
stand for election as a director of GWF and has agreed to reimburse each
Ahmanson Nominee for out-of-pocket expenses incurred in connection with the
proxy solicitation. In addition, Ahmanson has agreed, without regard to any
actual or alleged fault on the part of the Ahmanson Nominee, to hold harmless
and indemnify each Ahmanson Nominee, to the fullest extent permitted by
applicable law, from and against any and all expenses, liabilities, damages or
losses of any kind arising out of or relating to any threatened or filed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of GWF), asserted
against or incurred by the Ahmanson Nominee as a result of such Ahmanson
Nominee's involvement in this proxy solicitation or such Ahmanson Nominee's
role as a director of GWF (except to the extent such Ahmanson Nominee is
covered in full by GWF's indemnification obligations); provided, however, that
such indemnification and expense reimbursement shall not apply to any actions
or omissions to act by the Ahmanson Nominee after the date 20 days after the
Ahmanson Nominee has been notified that Ahmanson has abandoned the Ahmanson
Merger Proposal. In addition, it is anticipated that each Ahmanson Nominee, if
elected, would be entitled to receive director's fees consistent with GWF's
past practices. According to GWF's Proxy Statement dated March 21, 1996, for
the 1996 Annual Meeting held on April 23, 1996, non-employee directors of GWF
are paid an annual retainer for board service of $25,000, and an attendance
fee of $1,800 and $1,000 for each board and committee meeting attended,
respectively. Directors are also reimbursed for any expenses incurred in
connection with attendance at regular or special meetings of the board or any
of its committees.
Except as disclosed in this Proxy Statement, to the best knowledge of
Ahmanson, none of the Ahmanson Nominees or their associates have any
arrangement or understandings with any person (1) with respect to any
6
<PAGE>
future employment by GWF or its affiliates or (2) with respect to future
transactions to which GWF or any of its affiliates will or may be a party, nor
any material interest, direct or indirect, in any transaction that has
occurred since January 1, 1996 or any currently proposed transaction, or
series of similar transactions, in which GWF or any of its affiliates was or
is to be a party and in which the amount involved exceeds $60,000. Certain
Ahmanson Nominees may also be directors or officers of other companies and
organizations that have engaged in transactions with GWF or its subsidiaries
in the ordinary course of business since January 1, 1996, but Ahmanson
believes that the interest of such Ahmanson Nominees in such transactions is
not of material significance.
Elections of directors at the Annual Meeting require the affirmative vote of
a plurality of the GWF Shares represented in person or by proxy at the meeting
and entitled to vote on the election of directors, assuming a quorum is
present or otherwise represented at the Annual Meeting. Thus, assuming a
quorum is present, the four nominees receiving the greatest number of votes
will be elected to serve as Class II Directors. Non-voted shares with respect
to the election of directors will not affect the outcome of the election of
directors. Should you choose not to write-in a nominee for the fourth Director
up for election, that will result in a non-voted share with regard to that
fourth Director. The proxies cannot be voted for more than four nominees
(e.g., three Ahmanson Nominees and a nominee of the incumbent GWF Board).
The accompanying WHITE Annual Meeting proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You may vote FOR
the election of the Ahmanson Nominees as three of the four Class II Directors
of GWF or withhold authority to vote for the election of the Ahmanson Nominees
by marking the proper box on the WHITE Annual Meeting proxy card. You may also
withhold your vote from any of the Ahmanson Nominees by striking out the name
of such nominee on the WHITE Annual Meeting proxy card. If no marking is made,
you will be deemed to have given a direction to vote the GWF Shares
represented by the WHITE Annual Meeting proxy card FOR the election of all of
the Ahmanson Nominees provided that you have signed and dated the WHITE proxy
card. You may vote FOR the election of a fourth write-in nominee of the Class
II Directors from among the nominees of the incumbent GWF Board by writing in
that nominee's name in the space provided or abstain from voting for that
fourth directorship by leaving the space blank.
AHMANSON STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE AHMANSON
NOMINEES.
II. AHMANSON RESOLUTION URGING A MERGER OF GWF
At the Annual Meeting, Ahmanson intends to present the following resolution
for adoption by the stockholders of GWF:
"RESOLVED, that the stockholders of Great Western Financial Corporation
("Great Western") urge the Great Western Board of Directors (the "Great
Western Board") to consider any bona fide and concrete merger proposal
received by Great Western by May 22, 1997 and, if no proposal superior to the
H.F. Ahmanson & Company ("Ahmanson") merger proposal (set forth in Ahmanson's
letter to Great Western, dated February 17, 1997) is received, to enter into a
merger agreement with Ahmanson in accordance with the Ahmanson merger proposal
and take all actions necessary to facilitate such merger. In determining
whether another proposal is superior to the Ahmanson merger proposal, the
Great Western Board shall take into account the potential that the Great
Western stockholders will receive a substantial portion of the value of the
cost savings resulting from a merger with Ahmanson."
The purpose of the Ahmanson Resolution is to give GWF stockholders the
opportunity to send a clear message to the GWF Board that they support the
Ahmanson Merger Proposal and, unless a bona fide and concrete proposal clearly
providing value greater than the Ahmanson Merger Proposal is received, that
they want the GWF Board to take such actions as are necessary to permit the
Ahmanson Merger Proposal to proceed.
7
<PAGE>
Adoption of the Ahmanson Resolution, which will not be legally binding on
the GWF Board, requires the affirmative vote of the holders of a majority of
the GWF Shares represented in person or by proxy and entitled to vote on the
matter, assuming the presence of a quorum at the Annual Meeting. With respect
to abstentions, the GWF Shares will be considered present at the Annual
Meeting, but since they are not affirmative votes for the Ahmanson Resolution,
they will have the same effect as votes against the Ahmanson Resolution. With
respect to broker non-votes, the GWF Shares will not be considered present at
the Annual Meeting for purposes of voting on the Ahmanson Resolution.
Consequently, broker non-votes will not be counted with respect to the
Ahmanson Resolution, but they will have the practical effect of reducing the
number of affirmative votes required to achieve a majority with respect to the
Ahmanson Resolution by reducing the total number of GWF Shares from which the
majority is calculated.
The accompanying WHITE Annual Meeting proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You may vote FOR
the Ahmanson Resolution or against or abstain from voting for the Ahmanson
Resolution by marking the proper box on the WHITE Annual Meeting proxy card.
If no marking is made, you will be deemed to have given a direction to vote
the GWF Shares represented by the WHITE Annual Meeting proxy card FOR the
Ahmanson Resolution provided that you have signed and dated the proxy card.
AHMANSON STRONGLY RECOMMENDS A VOTE FOR THE AHMANSON RESOLUTION.
III. PROPOSED BY-LAW AMENDMENTS
Ahmanson is soliciting your proxy in support of the Ahmanson By-law
Amendments which are intended to ensure that the Ahmanson Merger Proposal is
dealt with fairly and in accordance with sound principles of corporate
governance and that the views of the GWF stockholders and the Ahmanson
Nominees are considered by the entire GWF Board. The text of each of the
Ahmanson By-law Amendments is set forth in Annex A hereto. The following is a
summary of such amendments.
Amendment 1:
Amendment 1 would amend GWF's By-laws to allow holders of 10% of the GWF
Shares to call special meetings and provide that the designee of the
stockholders calling the meeting presides at the meeting.
Amendment 2:
Amendment 2 would amend GWF's By-laws to prohibit the GWF Board from filling
any vacancy on the GWF Board with any person who was previously nominated as a
Director and lost in an election. The effect of Amendment 2 is to prevent the
GWF Board from reinstalling a person whom the stockholders have affirmatively
voted out of office or not elected. This proposal would prevent the
entrenchment of directors who have failed to obtain the requisite support of
stockholders.
Amendment 3:
Amendment 3 would amend GWF's By-laws to ensure that, if any Ahmanson
Nominees are elected, at least one Ahmanson Nominee would be represented on
each committee of the GWF Board. The effect of Amendment 3 would be to prevent
a committee not represented by an Ahmanson Nominee from taking actions without
the knowledge of or input from an Ahmanson Nominee.
Amendment 4:
Amendment 4 would amend GWF's By-laws to provide that certain matters (e.g.,
acquisition transactions, amendment of the Rights Agreement, adoption of any
similar rights agreement, amendment of the By-laws, or
8
<PAGE>
any other action that would preclude or make more expensive or more difficult
a merger with or an acquisition of GWF by any person that has made a bona fide
and concrete proposal to merge with or acquire GWF or would favor one
potential acquiror over another) can only be acted on by the GWF Board if
those matters are specifically described (with appropriate details) in a
notice which must be given for the GWF Board meeting. The effect of Amendment
4 would provide the Ahmanson Nominees with advance notice of such actions.
Because the Ahmanson Nominees will have fiduciary duties to all stockholders,
this does not mean that Ahmanson will be privy to such information. This
advance notice will enable the Ahmanson Nominees to act in a prepared manner
and receive any necessary independent advice.
Amendment 5:
Amendment 5 would amend GWF's By-Laws to provide that no board meeting has a
quorum unless at least two directors from each class are present. The effect
of Amendment 5 would ensure that each class of directors is adequately
represented at each and every board meeting.
Amendment 6:
Amendment 6 would amend GWF's By-laws to provide that at least a majority of
each class of directors must approve the granting to a third party of break-up
fees, stock options, "crown jewel" options or other lock-up arrangements in
connection with certain acquisition transactions with an aggregate value in
excess of $100,000,000. The effect of Amendment 6 would enable the Ahmanson
Nominees, subject to their fiduciary duties, to prevent the granting of such
excessive break-up fees, stock options, "crown jewel" options or other lock-up
arrangements.
Amendment 7:
Amendment 7 would amend GWF's By-laws to prevent the GWF Board from
subsequently amending any of the Ahmanson By-law Amendments adopted at the
1997 Annual Meeting of Stockholders unless it has the approval of a majority
vote of the GWF stockholders. The effect of Amendment 7 would ensure that the
GWF Board cannot circumvent the will of the stockholders by subsequently
amending or modifying the adopted Ahmanson By-law Amendments.
Adoption of the Ahmanson By-law Amendments requires the affirmative vote of
the holders of a majority of the GWF Shares represented in person or by proxy
and entitled to vote on the matter, assuming the presence of a quorum at the
Annual Meeting. With respect to abstentions, the GWF Shares will be considered
present at the Annual Meeting, but since they are not affirmative votes for
the Ahmanson By-law Amendments, they will have the same effect as votes
against the Ahmanson By-law Amendments. With respect to broker non-votes, the
GWF Shares will not be considered present at the Annual Meeting for purposes
of voting on the Ahmanson By- law Amendments. Consequently, broker non-votes
will not be counted with respect to the Ahmanson By-law Amendments, but they
will have the practical effect of reducing the number of affirmative votes
required to achieve a majority with respect to the Ahmanson By-law Amendments
by reducing the total number of GWF Shares from which the majority is
calculated.
The accompanying WHITE Annual Meeting proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You may vote FOR
the Ahmanson By-law Amendments or against or abstain from voting for the
Ahmanson By-law Amendments by marking the proper box on the WHITE Annual
Meeting proxy card. If no marking is made, you will be deemed to have given a
direction to vote the GWF Shares represented by the WHITE Annual Meeting proxy
card FOR the Ahmanson By-law Amendments, provided that you have signed and
dated the proxy card.
AHMANSON STRONGLY RECOMMENDS A VOTE FOR THE AHMANSON BY-LAW AMENDMENTS.
9
<PAGE>
IV. OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Ahmanson is not aware of any other resolutions, matters or proposals to be
brought before the Annual Meeting. Should other resolutions, matters or
proposals be brought before the Annual Meeting, the persons named on the WHITE
Annual Meeting proxy card will abstain from voting on such other resolutions,
matters or proposals unless such other resolutions, matters or proposals are
inconsistent with the stockholder resolution set forth herein, in which event
such persons will vote on such other resolutions, matters or proposals at
their discretion.
With respect to any such other matters that may be submitted to the GWF
stockholders for a vote, the affirmative vote of the holders of at least a
majority of the GWF Shares represented in person or by proxy at the Annual
Meeting and entitled to vote on the particular matter is required, assuming
the presence of a quorum at the Annual Meeting. With respect to abstentions,
the GWF Shares will be considered present at the Annual Meeting for such other
matters, but since they are not affirmative votes for such other matters, they
will have the same effect as votes against such other matters. With respect to
broker non-votes, the GWF Shares will not be considered present at the Annual
Meeting for purposes of voting on the such other matters. Consequently, broker
non-votes will not be counted with respect to such other matters, but they
will have the practical effect of reducing the number of affirmative votes
required to achieve a majority with respect to such other matters by reducing
the total number of GWF Shares from which the majority is calculated.
H. F. AHMANSON & COMPANY
H. F. Ahmanson & Company, a Delaware corporation, conducts its principal
business operations through Home Savings Bank, FSB, a federally-chartered
savings bank ("Home Savings"). Although Home Savings has traditionally focused
on deposit-taking and residential real estate lending, Home Savings has
changed its focus toward becoming a full-service consumer bank. Home Savings'
acquisition of 61 First Interstate Bank branches has accelerated Home Savings'
progress toward effecting this change.
At December 31, 1996, Ahmanson had total assets of $50 billion, deposits of
$35 billion and stockholders' equity of $2.4 billion. Based on deposits,
Ahmanson was at that time the third largest depositary institution in
California and the 17th largest in the United States.
Ahmanson is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements,
reports and other information concerning Ahmanson can be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices in New York, 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60601, and copies of such material can be obtained from such
facilities and the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of such
reports, proxy statements and other information are also available from the
Commission over the Internet at http://www.sec.gov. In addition such material
can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104, on which certain of Ahmanson's
securities are listed.
H. F. Ahmanson & Company has its principal executive offices at 4900
Rivergrade Road, Irwindale, California 91706, telephone number (818) 960-6311.
Certain information concerning the directors and executive officers of
Ahmanson and certain employees and other representatives of Ahmanson who may
also solicit proxies from stockholders is set forth in Schedule I. Certain
information concerning shares of GWF Common Stock held by Ahmanson, its
directors and executive officers and certain employees and other
representatives of Ahmanson who may also solicit proxies from Stockholders,
and certain transactions between any of them and GWF, is set forth in Schedule
II.
10
<PAGE>
PROXY PROCEDURES
In order for your views on the above-described director election and the
Ahmanson Proposals to be represented at the Annual Meeting, please mark, sign
and date the enclosed WHITE Annual Meeting proxy card and return it to
Ahmanson, c/o MacKenzie Partners, Inc., in the enclosed envelope in time to be
voted at the Annual Meeting. Execution of the WHITE Annual Meeting proxy card
will not affect your right to attend the Annual Meeting and to vote in person.
Any proxy may be revoked at any time prior to the Annual Meeting by delivering
a written notice of revocation or a later dated proxy for the Annual Meeting
to Ahmanson or to the Secretary of GWF, or by voting in person at the
particular meeting. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL
COUNT.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you are a GWF stockholder of record on the Record
Date, you will retain your voting rights for the Annual Meeting even if you
sell such GWF Shares after the Record Date. Accordingly, it is important that
you vote the GWF Shares held by you on the Record Date, or grant a proxy to
vote such GWF Shares on the WHITE Annual Meeting proxy card, even if you sell
such GWF Shares after the Record Date.
If any of your GWF Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote such
GWF Shares and only upon receipt of your specific instructions. Accordingly,
please contact the person responsible for your account and instruct that
person to execute on your behalf the WHITE Annual Meeting proxy card.
OWNERSHIP OF GWF COMMON STOCK
Each share of GWF Common Stock is entitled to one vote, and the GWF Common
Stock is the only class of securities of GWF currently entitled to vote.
According to GWF's Form 10-K for the fiscal year ended December 31, 1995,
there were approximately 9,415 holders of record of shares of GWF Common Stock
as of December 31, 1995, and according to the Form 10-Q for the period ending
September 30, 1996, there were 137,710,442 shares of GWF Common Stock
outstanding as of October 31, 1996. Stockholders of GWF do not have cumulative
voting rights.
The following table sets forth the share ownership of all persons who, as of
December 31, 1995, beneficially owned more than 5% of GWF's outstanding shares
of Common Stock known to GWF, as reported in GWF's Proxy Statement dated March
21, 1996. There may have been material changes since that date.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK COMMON STOCK
- ------------------------------------ ----------------------- ------------
<S> <C> <C>
Wellington Management Company............. 10,858,257(1) 7.95%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Funds, Inc............... 10,242,693(2) 7.50%
Vanguard Financial Center
Valley Forge, Pennsylvania 19482
All Directors and Executive Officers as a 2,550,636(3) 1.86%
Group (16)...............................
</TABLE>
- --------
(1) Wellington Management Company ("WMC") has reported that it is an
investment adviser and, as such, is considered beneficial owner in the
aggregate of the shares listed in the table. WMC has declared that it has
shared power to vote 4,902 of the shares and shared dispositive power over
all of the shares shown in the table. The shares shown in the table for
the Vanguard/Windsor Funds, Inc. are also included in the total amount
reported in the table for WMC.
11
<PAGE>
(2) Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has reported that it is
an investment company and, as such, is considered the beneficial owner in
the aggregate of the shares listed in the table. Vanguard/Windsor has
declared that it has sole power to vote or direct the vote and shared
power to dispose or to direct the disposition of the shares shown in the
table.
(3) The amount in the table includes options to purchase 1,676,135 shares
under employee stock options which are exercisable on or within 60 days
after February 29, 1996, and 2,132 shares held in trust under the Employee
Savings Incentive Plan with respect to which such persons have the right
to direct the vote.
For information relating to the ownership of Common Stock by the current
directors and officers of GWF, see Schedule III hereto.
Although Ahmanson has included information concerning GWF in this Proxy
Statement (including Schedule III hereto) insofar as it is known or reasonably
available to Ahmanson, Ahmanson is not currently affiliated with GWF and GWF
has not to date permitted access by Ahmanson to GWF's books and records.
Therefore, information concerning GWF which has not been made public is not
available to Ahmanson. Although Ahmanson has no knowledge that would indicate
that statements relating to GWF contained in this Proxy Statement in reliance
upon publicly available information are inaccurate or incomplete, Ahmanson was
not involved in the preparation of such information and statements and, for
the foregoing reasons, is not in a position to verify any such information or
statements. Accordingly, Ahmanson takes no responsibility for the accuracy of
such information or statements.
The proxy statement of GWF, dated March 21, 1996, contains additional
information concerning the GWF Common Stock, beneficial ownership of the GWF
Common Stock by and other information concerning GWF's directors and officers,
compensation paid to executive officers, and the principal holders of GWF
Common Stock.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegraph, telex, telecopier,
advertisement and in person. Solicitation may be made by directors, officers,
investor relations personnel and other regular employees of Ahmanson. No such
employees will receive additional compensation for such solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward the solicitation materials to the beneficial owners of
GWF Common Stock for which they hold of record and Ahmanson will reimburse
them for their reasonable out-of-pocket expenses.
In addition, Ahmanson has retained MacKenzie Partners, Inc. to assist and to
provide advisory services in connection with this Proxy Statement for which
MacKenzie Partners, Inc. will be paid a fee of not more than $ and will be
reimbursed for reasonable out-of-pocket expenses. It is anticipated that
approximately 100 persons will be employed by MacKenzie Partners, Inc. to
solicit proxies. Ahmanson will indemnify MacKenzie Partners, Inc. against
certain liabilities and expenses in connection with the Proxy Statement,
including liabilities under the federal securities laws.
Credit Suisse First Boston Corporation ("CSFB") and Montgomery Securities
("Montgomery Securities") are providing certain financial advisory services to
Ahmanson in connection with, among other things, the Proposed Merger and the
Proxy Statement. Ahmanson has agreed to pay customary financial advisory and
transaction fees to each of CSFB and Montgomery Securities in connection with
the Proposed Merger. Ahmanson has also agreed to reimburse each of CSFB and
Montgomery Securities for its reasonable out-of-pocket expenses, including the
fees and expenses of its legal counsel, incurred in furtherance of the
financial advisory services to be provided to Ahmanson in connection with its
engagement, and has agreed to indemnify each of CSFB and Montgomery Securities
and certain related persons and entities against certain liabilities and
expenses in connection with its engagement, including certain liabilities
under the federal securities laws. In connection with CSFB's and Montgomery
Securities' engagement as financial advisors, Ahmanson anticipates
12
<PAGE>
that certain employees of each of CSFB and Montgomery Securities may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders for the purpose of
assisting in the proxy solicitation. CSFB and Montgomery Securities will not
receive any fee for or in connection with such solicitation activities by
their respective employees apart from the fees they are otherwise entitled to
receive as described above.
The expenses related directly to the Proxy Statement are expected to
aggregate $ and will be borne by Ahmanson. These expenses include any fees
and expenses for attorneys, public relations and financial advisers,
solicitors, advertising, printing, transportation, litigation and other costs
incidental to the solicitation, but exclude costs represented by salaries and
wages of regular employees and officers of Ahmanson and expenses related
primarily to the Proposed Merger. Of the above stated amount, approximately
$ has been spent to date. Ahmanson does not intend to seek reimbursement of
its expenses related to the proxy solicitation from GWF whether or not the
proxy solicitation is successful.
Stockholder proposals will be eligible for consideration for inclusion in
GWF's Proxy Statement for the 1998 Annual Meeting of Stockholders if notice is
provided to the Secretary of GWF no later than 60 days nor more than 90 days
prior to the anniversary date of the 1997 Annual Meeting.
Ahmanson assumes no responsibility for the accuracy or completeness of any
information contained herein which is based on, or incorporated by reference
to, the GWF Proxy Statement.
If you have any questions concerning this Proxy Statement or the procedures
to be followed to execute and deliver a proxy, please contact MacKenzie
Partners, Inc. at the address or phone number specified below. YOUR PROXY AND
PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR PROXY BY MARKING,
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD AS SOON AS
POSSIBLE.
H. F. AHMANSON & COMPANY
February , 1997
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Bankers and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
13
<PAGE>
ANNEX A
PROPOSED BY-LAW AMENDMENTS
Amendment 1. Amend Section 3 of the By-laws of GWF by adding to the end
thereof the following paragraph:
"In addition, a special meeting of the stockholders of the Corporation
shall be called by the Secretary upon the written request, stating the
purpose of the meeting and the meeting date, of stockholders who together
own of record 10% or more of the stock of the Corporation having voting
power. The notice shall be mailed by the Secretary within 20 days following
receipt of such request. If the Secretary fails to call the special meeting
and mail the notice as required by the preceding sentence, a person
designated by the stockholders requesting the meeting shall have the power
to call the special meeting and mail such notice. At a special meeting
called at the request of stockholders, the meeting shall be presided over
by a person designated by the stockholders calling the meeting."
Amendment 2. Amend Section 12 of the By-laws of GWF by adding to the end
thereof (or, if Amendment 3 described below is adopted, by adding as the
penultimate paragraph) the following paragraph:
"No person may be chosen by the directors of the Corporation to fill any
vacancy on the board of directors, whether arising through death,
resignation or removal of a director, or through an increase in the number
of directors of any class, if such person was previously nominated as a
director and lost in an election by the stockholders of the Corporation."
Amendment 3. Amend Section 12 of the By-laws of GWF by adding to the end
thereof the following paragraph:
"Any slate of directors elected in opposition to the recommendation of
the incumbent board of directors shall be represented on each committee of
the board of directors of the Corporation."
Amendment 4. Amend Section 13 of the By-laws of GWF by inserting immediately
after the second sentence thereof the following two sentences:
"Notwithstanding the foregoing sentence, if any of the following actions
are to be considered by the board of directors at a meeting, notice must be
given which notice must specify that such actions are to be considered and
set forth appropriate details with respect thereto: any "Acquisition
Transaction" as hereinafter defined, amendment of the Rights Agreement
referred to in Section 24, adoption of any similar rights agreement,
amendment of the By-laws, or any other action that would preclude or make
more expensive or more difficult a merger with or acquisition of the
Corporation by any person that has made a bona fide proposal to merge with
or acquire the Corporation or that would favor one potential acquiror of
the Corporation over another acquiror. "Acquisition Transaction" means any
merger, consolidation or similar transaction involving, or any purchase of
all of or any substantial portion of the assets, deposits or any equity
securities of, the Corporation or any of its subsidiaries."
Amendment 5. Amend Section 13 of the By-laws of GWF by replacing the present
penultimate sentence thereof with the following sentence:
"One-half of the total number of directors, but not less than two
directors from each class, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting
which a quorum is present shall be the act of the Board of Directors."
Amendment 6. Amend Section 13 of the By-laws of GWF by adding to the end
thereof the following two sentences:
"The Board of Directors may not without approval of a majority of each
class of directors grant a third party break-up fees, stock options, "crown
jewel" options or other lock-up arrangements in
A-1
<PAGE>
connection with an "Acquisition Transaction" as hereinafter defined, unless
such agreement contains a provision ensuring that the aggregate value of
all such break-up fees, stock options, "crown jewel" options and other
lock-up arrangements can never exceed $100,000,000. "Acquisition
Transaction" means any merger, consolidation or similar transaction
involving, or any purchase of all of or any substantial portion of the
assets, deposits or any equity securities of, the Corporation or any of its
subsidiaries."
Amendment 7. Amend the By-laws of GWF by adding a new Section 25 thereto
which reads in its entirety as follows:
"Section 25. Neither this Section 25 nor any of the By-law provisions
added or changed by vote of stockholders at the 1997 annual meeting of
stockholders of this Corporation may be amended or repealed without the
affirmative vote of the holders of a majority of the stock of the
Corporation having voting power."
A-2
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF AHMANSON
AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
AHMANSON WHO MAY ALSO SOLICIT PROXIES
The following table sets forth the name, principal business address and the
present office or other principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is carried on, of the directors and executive officers
of Ahmanson and certain employees and other representatives of Ahmanson who
may also solicit proxies from stockholders of GWF.
DIRECTORS, EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
AHMANSON
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ -------------------------------------------------------
<S> <C>
Byron Allumbaugh................. Retired Chairman of the Board of Ralphs Grocery
620 Newport Center Drive Company, a Los Angeles-based supermarket company;
Suite 1100 director of El Paso Natural Gas Company and Ultramar
Newport Beach, CA 92660 Corp.
Harold A. Black.................. James F. Smith Professor of Financial Institutions at
Department of Finance the College of Business Administration at the
431 Stokely Management Center University of Tennessee, Knoxville
University of Tennessee,
Knoxville Knoxville, TN 37996
Richard M. Bressler.............. Retired Chairman of the Board of Plum Creek Management
El Paso Natural Gas Company Company, a manufacturer of lumber and wood products,
999 Third Avenue, Suite 2300 and retired Chairman of the Board of El Paso Natural
Seattle, WA 98104 Gas Company, a natural resources company; director of
General Mills, Inc. and Rockwell International
Corporation
David R. Carpenter............... Retired Chairman and Chief Executive Officer of
The Darcy Company Transamerica Occidental Life Insurance Company and
3400 Riverside Drive Executive Vice President of the parent company,
Burbank, CA 91505 Transamerica Corporation; Chairman of UniHealth;
director of PacifiCare
Phillip D. Matthews.............. Chairman of the Board of Wolverine World Wide, Inc., a
Matthews, Mullaney & Company NYSE footwear company; Chairman and part owner of
70 South Lake Avenue, Suite 630 Reliable Company; director of Bell Sports and Panda
Pasadena, CA 91101 Management Company
Richard L. Nolan................. MBA Class of 1942 Professor of Business Administration
Graduate School of Business at the Graduate School of Business Administration at
Administration Harvard University Harvard University; director of Xcellenet Inc.
Baker West 181
Soldiers Field
Boston, MA 02163
Delia M. Reyes Reyes............. President and Chief Executive Officer of Reyes
Consulting Group Consulting Group, a market research and consulting firm
14677 Midway Road, Suite 201
Dallas, TX 75244
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ -------------------------------------------------------
<S> <C>
Charles R. Rinehart..... Chairman of the Board and Chief Executive Officer of
4900 Rivergrade Road Ahmanson; Chairman of the Board and Chief Executive
Irwindale, CA 91706 Officer of Home Savings of America, FSB
Frank M. Sanchez........ Owner and operator of eight McDonald's franchises;
5234 Via San Delano #1 director of the Los Angeles Chamber of Commerce, the
Los Angeles, CA 90022 Los Angeles Amateur Athletic Foundation, and California
State University at Los Angeles foundation
Elizabeth A. Sanders.... Business consultant; director of Flagstar Companies
P.O. Box 14 Inc., Wal-Mart Stores, Inc. and Wolverine World Wide,
Sutter Creek, CA 95685 Inc.
Arthur W. Schmutz....... Retired partner of Gibson, Dunn & Crutcher LLP, a law
Gibson, Dunn & Crutcher firm; director of Ducommun Incorporated
LLP
333 South Grand Avenue,
Suite 4550 Los Angeles,
CA 90071
William D. Schulte...... Retired Vice Chairman of KPMG Peat Marwick LLP, a firm
KPMG Peat Marwick LLP of independent certified public accountants; director
725 South Figueroa of Santa Anita Operating Company, Santa Anita Realty
Street, Suite 2900 Los Enterprises, Inc. and Vastar Resources, Inc.
Angeles, CA 90017
Bruce G. Willison....... President and Chief Operating Officer of Ahmanson and
4900 Rivergrade Road Home Savings of America, FSB
Irwindale, CA 91706
Kevin M. Twomey......... Senior Executive Vice President and Chief Financial
4900 Rivergrade Road Officer of Ahmanson and Vice Chairman and Chief
Irwindale, CA 91706 Financial Officer of Home Savings of America, FSB
Anne-Drue M. Anderson... Executive Vice President and Treasurer of Ahmanson and
4900 Rivergrade Road Home Savings of America, FSB
Irwindale, CA 91706
Madeleine A. Kleiner.... Senior Executive Vice President, General Counsel and
4900 Rivergrade Road Secretary of Ahmanson and Senior Executive Vice
Irwindale, CA 91706 President and General Counsel of Home Savings of
America, FSB
E. Nancy Markle......... Executive Vice President of Ahmanson and Home Savings
49000 Rivergrande Road of America, FSB
Irwindale, CA 91706
George Miranda.......... First Vice President and Principal Accounting Officer
4900 Rivergrade Road of Ahmanson and Home Savings of America, FSB
Irwindale, CA 91706
Eric Warmstein.......... Director of Corporate Development of Ahmanson
4900 Rivergrade Road
Irwindale, CA 91706
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<S> <C>
Stephen Swartz................. Senior Vice President and Director of Investor
4900 Rivergrade Road Relations of Ahmanson
Irwindale, CA 91706
Credit Suisse First Boston
Corporation
11 Madison Avenue
New York, New York 10010
Michael E. Martin............ Managing Director
Oliver P. Sarkozy............ Director
Eric J. Clark................ Associate
Credit Suisse First Boston
Corporation
333 Grand Avenue, Suite 2200
Los Angeles, California 90071
Mark S. Maron................ Managing Director
Andrew C. Rosenburgh......... Vice President
Brian J. Cullen.............. Analyst
Montgomery Securities
600 Montgomery Street
San Francisco, California 94111
Dick Fredericks.............. Senior Managing Director
Alan Rothenberg.............. Senior Consultant
Robert Huret................. Senior Consultant
William Pan.................. Associate
</TABLE>
I-3
<PAGE>
SCHEDULE II
SHARES OF GWF COMMON STOCK HELD BY AHMANSON, ITS
DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES AND
OTHER REPRESENTATIVES OF AHMANSON WHO MAY ALSO SOLICIT PROXIES,
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF
Ahmanson purchased 100 shares of GWF Common Stock on February 13, 1997 for
$32.50 per share (excluding mark-ups or commissions). No part of the purchase
price or market value of any of the shares described in this paragraph was
represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such shares. Ahmanson does not beneficially own any other
shares of GWF Common Stock.
Each of CSFB and Montgomery Securities 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 business,
CSFB and Montgomery Securities may trade securities of GWF for their own
account and the accounts of their customers and, accordingly, may at any time
hold a long or short position in such securities. As of February 14, 1997,
CSFB held a net long position of 24 shares and Montgomery Securities held no
shares of GWF Common Stock. Additionally, in the normal course of their
business, CSFB and Montgomery Securities finance their securities positions by
bank and other borrowings and repurchase and securities borrowing
transactions. To the knowledge of Ahmanson, none of such borrowings were
intended specifically for the purpose of purchasing securities of GWF. Neither
CSFB nor Montgomery Securities admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined in Schedule
14A promulgated under the Exchange Act by the Commission, in the solicitation
to which this Proxy Statement relates or that such Schedule 14A requires the
disclosure in this Proxy Statement of certain information concerning CSFB and
Montgomery Securities.
In addition to the fees to be received by CSFB and Montgomery Securities in
connection with their engagement as financial advisors to Ahmanson described
in this Proxy Statement, CSFB has rendered various investment banking and
financial advisory services for Ahmanson for which it has received customary
compensation.
Except as disclosed in this Proxy Statement, none of Ahmanson, the directors
or executive officers of Ahmanson or the employees or other representatives of
Ahmanson named in Schedule I owns any securities of GWF or any subsidiary of
GWF, beneficially or of record, has purchased or sold any such securities
within the past two years or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to such
securities. Except as disclosed in this Proxy Statement, to the best knowledge
of Ahmanson, its directors or executive officers and the employees and other
representatives of Ahmanson named in Schedule I, none of their associates
beneficially owns, directly or indirectly, any securities of GWF.
Except as disclosed in this Proxy Statement, none of Ahmanson, its directors
or executive officers of Ahmanson or the employees or other representatives of
Ahmanson named in Schedule I, or, to their best knowledge, their associates
has any arrangement or understanding with any person (1) with respect to any
future employment by GWF or its affiliates or (2) with respect to future
transactions to which GWF or any of its affiliates will or may be a party, nor
any material interest, direct or indirect, in any transaction that has
occurred since January 1, 1996 or any currently proposed transaction, or
series of similar transactions, in which GWF or any of its affiliates was or
is to be a party and in which the amount involved exceeds $60,000. Certain
directors and executive officers of Ahmanson and/or its associates may also be
directors or officers of other companies and organizations that have engaged
in transactions with Ahmanson or its subsidiaries in the ordinary course of
business since January 1, 1996, but Ahmanson believes that the interest of
such persons in such transactions is not of material significance.
II-1
<PAGE>
SCHEDULE III
SHARES OF GWF HELD BY
DIRECTORS AND EXECUTIVE OFFICERS OF GWF
The following table sets forth as of February 29, 1996 the number of shares
of GWF Common Stock beneficially owned by each director, the chief executive
officer and each of the five other most highly compensated executive officers
(and by all directors and executive officers as a group) of GWF. The
information contained in the table is derived from information contained in
GWF's Proxy Statement dated March 21, 1996.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
OF SHARES OF COMMON OUTSTANDING
NAME OF BENEFICIAL OWNER STOCK COMMON STOCK
------------------------ ---------------------- ------------
<S> <C> <C> <C>
David Alexander............................. 20,175 (2) (1)
H. Frederick Christie....................... 23,750 (2) (1)
Charles D. Miller........................... 27,500 (2) (1)
Stephen E. Frank............................ 8,250 (3) (1)
John V. Giovenco............................ 38,750 (2) (1)
Firmin A. Gryp.............................. 101,144 (2)(4) (1)
Enrique Hernandez, Jr ...................... 6,750 (3) (1)
James F. Montgomery......................... 788,613 (5) (1)
Alberta E. Siegel........................... 22,500 (2) (1)
Willis B. Wood, Jr.......................... 14,250 (6) (1)
John F. Maher............................... 609,213 (7) (1)
Eugene A. Crane............................. 256,601 (8) (1)
J. Lance Erikson............................ 127,122 (9) (1)
Carl F. Geuther............................. 233,505 (10) (1)
Michael M. Pappas........................... 251,296 (11) (1)
A. William Schenck, III..................... 21,218 (1)
</TABLE>
- --------
(1) Certain executive officers share with their spouses voting and investment
powers with respect to these shares. The percentage of shares beneficially
owned by any executive officer does not exceed one percent of the GWF's
common stock so owned.
(2) Includes 18,750 shares subject to options granted to this Director under
the 1988 Stock Option and Incentive Plan (the "1988 Incentive Plan") which
are exercisable within 60 days of February 29, 1996.
(3) Includes 6,250 shares subject to options granted this Director under the
1988 Incentive Plan which are exercisable within 60 days of February 29,
1996.
(4) Includes 112 shares held by trustee under the Employee Savings Incentive
Plan.
(5) Includes 593,750 shares subjecto to options exercisable within 60 days of
February 29, 1996 and 945 shares held by the Trustee under the Employee
Savings Incentive Plan.
(6) Includes 13,750 shares subject to options granted this Director under the
1988 Incentive Plan which are exercisable within 60 days of February 29,
1996.
(7) Includes 383,542 shares subject to options granted this Director under the
1988 Incentive Plan which are exercisable within 60 days of February 29,
1996 and 25 shares held by the Trustee under the Employee Savings
Incentive Plan.
(8) Includes 180,083 shares subject to options exercisable within 60 days of
February 29, 1996 and 938 shares held by the Trustee under the Employee
Savings Incentive Plan.
(9) Includes 104,010 shares subject to options exercisable within 60 days of
February 29, 1996 and 112 shares held by the Trustee under the Employee
Savings Incentive Plan.
(10) Includes 188,500 shares subject to options exercisable within 60 days of
February 29, 1996.
(11) Includes 187,500 shares subject to options exercisable within 60 days of
February 29, 1996.
III-1
<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION DATED FEBRUARY 18, 1997
[FORM OF PROXY CARD--WHITE]
GREAT WESTERN FINANCIAL CORPORATION
PROXY SOLICITED BY H. F. AHMANSON & COMPANY
FOR GREAT WESTERN FINANCIAL CORPORATION ANNUAL MEETING--APRIL 22, 1997
The undersigned, a holder of record of shares of common stock, par value
$1.00 per share ("Common Stock") of Great Western Financial Corporation
("GWF") acknowledges receipt of the Proxy Statement of H. F. Ahmanson &
Company dated February , 1997, and the undersigned revokes all prior proxies
and appoints and , or each of them, proxies for the undersigned to vote
all shares of Common Stock of GWF which the undersigned would be entitled to
vote at the 1997 Annual Meeting of Stockholders to be held at at a.m. on
April 22, 1997 and any adjournments, postponements or reschedulings
thereof, and instructs said proxies to vote as follows:
1. To elect Lawrence A. Del Santo, Robert T. Gelber and Wolfgang Schoellkopf
as Class II Directors of GWF, to serve for a term of three years and until
their successors have been elected and qualified.*
[_] FOR [_] AGAINST [_] WITHHOLD AUTHORITY
2. To elect [if you wish, write in nominee of the incumbent GWF Board]
as the fourth Class II Director of GWF, to serve for a term of three years
and until his successor has been elected and qualified.
[_] FOR [_] AGAINST [_] WITHHOLD AUTHORITY
3. Adopt the following non-binding resolution: "RESOLVED, that the
stockholders of Great Western Financial Corporation ("Great Western") urge
the Great Western Board of Directors (the "Great Western Board") to
consider any bona fide and concrete merger proposal received by Great
Western by May 22, 1997 and, if no proposal superior to the H. F. Ahmanson
& Company ("Ahmanson") merger proposal (set forth in Ahmanson's letter to
Great Western, dated February 17, 1997) is received, to enter into a merger
agreement with Ahmanson in accordance with the Ahmanson merger proposal and
take all actions necessary to facilitate such merger. In determining
whether another proposal is superior to the Ahmanson merger proposal, the
Great Western Board shall take into account the potential that the Great
Western stockholders will receive a substantial portion of the value of the
cost savings resulting from a merger with Ahmanson."
[_] FOR [_] AGAINST [_] ABSTAIN
4. Amend Section 3 of the By-laws of GWF by adding to the end thereof the
following paragraph: "In addition, a special meeting of the stockholders of
the Corporation shall be called by the Secretary upon the written request,
stating the purpose of the meeting and the meeting date, of stockholders
who together own of record 10% or more of the stock of the Corporation
having voting power. The notice shall be mailed by the Secretary within 20
days following receipt of such request. If the Secretary fails to call the
special meeting and mail the notice as required by the preceding sentence,
a person designated by the stockholders requesting the meeting shall have
the power to call the special meeting and mail such notice. At a special
meeting called at the request of stockholders, the meeting shall be
presided over by a person designated by the stockholders calling the
meeting."
[_] FOR [_] AGAINST [_] ABSTAIN
5. Amend Section 12 of the By-laws of GWF by adding to the end thereof (or, if
the amendment described in (6) below is adopted, by adding as the
penultimate paragraph) the following paragraph: "No person may be chosen by
the directors of the Corporation to fill any vacancy on the board of
directors, whether arising through death, resignation or removal of a
director, or through an increase in the number of directors of any class,
if such person was previously nominated as a director and lost in an
election by the stockholders of the Corporation."
[_] FOR [_] AGAINST [_] ABSTAIN
6. Amend Section 12 of the By-laws of GWF by adding to the end thereof the
following paragraph: "Any slate of directors elected in opposition to the
recommendation of the incumbent board of directors shall be represented on
each committee of the board of directors of the Corporation."
[_] FOR [_] AGAINST [_] ABSTAIN
7. Amend Section 13 of the By-laws of GWF by inserting immediately after the
second sentence thereof the following two sentences: "Notwithstanding the
foregoing sentence, if any of the following actions are to be considered by
the board of directors at a meeting, notice must be given which notice must
specify that such actions are to be considered and set forth appropriate
details with respect thereto: any "Acquisition Transaction" as hereinafter
defined, amendment of the Rights Agreement referred to in Section 24,
adoption of any similar rights agreement, amendment of the By-laws, or any
other action that would preclude or make more expensive or more difficult a
merger with or acquisition of the Corporation by any person that has made a
bona fide proposal to merge with or acquire the Corporation or that would
favor one potential acquiror of the Corporation over another acquiror.
"Acquisition Transaction" means any merger, consolidation or similar
transaction involving, or any purchase of all of or any substantial portion
of the assets, deposits or any equity securities of, the Corporation or any
of its subsidiaries."
[_] FOR [_] AGAINST [_] ABSTAIN
8. Amend Section 13 of the By-laws of GWF by replacing the present penultimate
sentence thereof with the following sentence: "One-half of the total number
of directors, but not less than two directors from each class, shall
constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting which a quorum is present
shall be the act of the Board of Directors."
[_] FOR [_] AGAINST [_] ABSTAIN
9. Amend Section 13 of the By-laws of GWF by adding to the end thereof the
following two sentences: "The Board of Directors may not without approval
of a majority of each class of directors grant a third party break-up fees,
stock options, "crown jewel" options or other lock-up arrangements in
connection with an "Acquisition Transaction" as hereinafter defined, unless
such agreement contains a provision ensuring that the aggregate value of
all such break-up fees, stock options, "crown jewel" options and other
lock-up arrangements can never exceed $100,000,000. "Acquisition
Transaction" means any merger, consolidation or similar transaction
involving, or any purchase of all of or any substantial portion of the
assets, deposits or any equity securities of, the Corporation or any of its
subsidiaries."
[_] FOR [_] AGAINST [_] ABSTAIN
10. Amend the By-laws of GWF by adding a new Section 25 thereto which reads in
its entirety as follows: "Section 25. Neither this Section 25 nor any of
the By-law provisions added or changed by vote of stockholders at the 1997
annual meeting of stockholders of this Corporation may be amended or
repealed without the affirmative vote of the holders of a majority of the
stock of the Corporation having voting power."
[_] FOR [_] AGAINST [_] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING ON BEHALF OF THE UNDERSIGNED.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES REFERRED TO IN (1) ABOVE AND FOR THE PROPOSALS REFERRED TO IN (3)
THROUGH (10) ABOVE PROVIDED YOU HAVE SIGNED AND DATED THE PROXY CARD.
- -------
*You may withhold authority to vote for any nominee by lining through or
otherwise striking out the name of the nominee.*
Dated: ______________________________, 1997
___________________________________________
Signature of Stockholder (Title, if any)
___________________________________________
Signature of Stockholder (if held jointly)
Please sign exactly as your name or names
appear hereon. If shares are held jointly,
each stockholder should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by president
or authorized officers. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
