SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / Definitive additional materials
/x/ Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
H. F. AHMANSON & COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AN IMPORTANT MESSAGE TO
GREAT WESTERN
WE URGE THAT YOU BEGIN DISCUSSIONS WITH US NOW.
The message from investors with respect to H. F. Ahmanson &
Company's February 17, 1997 merger proposal to Great Western has
been crystal clear: the market reaction has been extraordinarily
supportive, and is reflected in the stock prices of both companies.
The merger proposal, in which Great Western stockholders would
receive 1.05 Ahmanson shares for each Great Western share, provided
an initial value of $42.53 per Great Western share (based on the
closing price on the last trading day prior to the public
announcement of our proposal). This represents a 24.2% initial
premium for your shareholders.
Despite these facts, Great Western has failed to make any response
to us concerning our proposal.
WE URGE THAT YOU BEGIN DISCUSSIONS WITH US:
NOW: So that we can maximize value for all our stockholders.
NOW: So that we can minimize the impact on employees.
NOW: So that we can work together to support our communities,
serve our customers and ensure that Greater Los Angeles
remains one of the world's pre-eminent financial centers.
NOW: So that, as stated in our proposal, there can be a true
merger of our people, our businesses and our customers.
You and your financial advisors, according to published reports,
have encouraged other companies to make a bid for Great Western.
You should not exclude H. F. Ahmanson & Company from this process--
we are the only company that has made a good faith merger proposal.
We are committed to turning this historic opportunity into a
reality. Let's work together for the best interests of our
respective stockholders, customers, employees, communities and
Greater Los Angeles.
Begin discussions with us NOW!
H. F. AHMANSON & COMPANY
February 27, 1997
<PAGE>
SHARES OF GREAT WESTERN CORPORATION ("GWF")
COMMON STOCK HELD BY H.F. AHMANSON & COMPANY
("AHMANSON"), ITS DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY
OF THEM AND GWF
Ahmanson and certain other persons named below may solicit
proxies (a) to elect three nominees and one or more alternate
nominees (the "Nominees") as directors of GWF at the annual meeting
of stockholders of GWF to be held on April 22, 1997 (the "Annual
Meeting") and (b) in favor of the adoption at the Annual Meeting of
a non-binding stockholder resolution and seven proposals to amend
the By-laws of GWF. Ahmanson and certain other persons named below
may also solicit consents from stockholders of GWF to approve
proposals, without a stockholders' meeting, to adopt a non-binding
resolution of stockholders and an amendment to the By-laws of GWF.
The participants in this solicitation may include Ahmanson; the
directors of Ahmanson (Byron Allumbaugh, Harold A. Black, Richard
M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L.
Nolan, Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez,
Elizabeth A. Sanders, Arthur W. Schmutz, William D. Shulte, and
Bruce G. Willison); the following executive officers and employees
of Ahmanson or its subsidiaries: Kevin M. Twomey (Senior Executive
Vice President and Chief Financial Officer), Anne-Drue M. Anderson
(Executive Vice President and Treasurer), Madeleine A. Kleiner
(Senior Executive Vice President and General Counsel), Stephen
Swartz (Senior Vice President and Director of Investor Relations),
Eric Warmstein (Senior Vice President and Director of Corporate
Development), Mary Trigg (Senior Vice President and Director of
Public Relations), Linda McCall (Senior Vice President and Director
of Corporate Taxes), Adrian Rodriguez (Vice President of Public
Relations), Samantha Davies (Vice President of Public Relations),
Peter Bennett (Assistant Vice President of Public Relations),
Barbara Timmer (Senior Vice President and Director of Government
and Legislative Affairs), and Tim Glassett (First Vice President
and Assistant General Counsel); and the following Nominees:
Lawrence A. Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh
M. Grant and John E. Merow.
As of the date of this communication, Ahmanson is the
beneficial owner of 100 shares of GWF Common Stock. Other than Mr.
Gelber, who owns 332 shares of GWF Common Stock, none of the
Nominees is the beneficial owner of any GWF Common Stock.
Other than set forth herein, as of the date of this
communication, neither Ahmanson nor any of its directors, executive
officers or other representatives or employees of Ahmanson, any
Nominees or other persons known to Ahmanson, who may solicit
proxies has any security holdings in GWF. Ahmanson disclaims
beneficial ownership of any securities of GWF held by any pension
plan or other employee benefit plan of Ahmanson or by any affiliate
of Ahmanson. Ahmanson further disclaims beneficial ownership of
any securities of GWF held by Ahmanson or any of its subsidiaries
for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.
Although Credit Suisse First Boston Corporation ("CSFB") and
Montgomery Securities ("Montgomery"), financial advisors to
Ahmanson, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning CSFB or Montgomery, CSFB and Montgomery may assist
Ahmanson in such a solicitation. Each of CSFB and Montgomery
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and
individual clients. In the normal course of their respective
businesses, each of CSFB and Montgomery may trade securities of GWF
for their own account and the account of their customers and,
accordingly, may at any time hold a long or short position in such
securities. As of the most recent practicable date prior to the
date hereof as such information was available, CSFB holds a net 24
shares of GWF common stock and Montgomery does not hold any shares
of GWF common stock.
Except as disclosed above, to the knowledge of Ahmanson, none
of Ahmanson, the directors or executive officers of Ahmanson, the
employees or other representatives of Ahmanson or the Nominees
named above has any interest, direct or indirect, by security
holdings or otherwise, in GWF.
