As filed with the Securities and Exchange Commission on May 23, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Amendment No. 4
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. 3 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 23: Letter to Stockholders of Great Western, dated May 23, 1997.
Exhibit 24: Letter to Stockholders of Great Western, dated May 23, 1997.
Exhibit 25: Summary Insert to Letters to Stockholders of Great Western, dated
May 23, 1997.
Exhibit 26: Voting Instruction Form Letter.
Exhibit 27: Letter to Stockholders of Great Western, dated May 23, 1997.
Exhibit 28: Letter to Stockholders of Great Western.
Exhibit 29: Letter to Stockholders of Great Western.
Exhibit 30: Letter to Stockholders of Great Western.
Exhibit 31: Letter to Stockholders of Great Western.
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 23, 1997
Exhibit 23
[Great Western Letterhead]
May 23, 1997
Dear Great Western Stockholder:
As you know, your Board of Directors has strongly recommended that
you approve Great Western's strategic merger with Washington Mutual. We
thought you might be interested in reviewing the enclosed summary of why we
believe the Great Western/Washington Mutual combination is superior in
every way.
VOTE GREEN AND GOLD!
Remember, you can help pave the way for prompt completion of the
Washington Mutual merger. We urge you to sign, date and return:
o The enclosed GREEN proxy card to vote FOR the
Washington Mutual merger at the Special Meeting,
AND
o 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
Exhibit 24
[Great Western Letterhead]
May 23, 1997
Dear Great Western Stockholder:
As you know, your Board of Directors has strongly recommended that
you approve Great Western's strategic merger with Washington Mutual. We
thought you might be interested in reviewing the enclosed summary of why we
believe the Great Western/Washington Mutual combination is superior in
every way.
VOTE GREEN AND GOLD!
Remember, 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
EXHIBIT 25
TO GREAT WESTERN STOCKHOLDERS:
CHECK IT OUT . . . [CHECKMARK]
GREAT WESTERN/WASHINGTON MUTUAL -- THE SUPERIOR COMBINATION IN EVERY WAY
<TABLE>
<S> <C> <C>
================================ =====================================
H. F. AHMANSON WASHINGTON MUTUAL
- -------------------------------- -------------------------------------
[Graphic: Box] STOCKHOLDER RETURN(1) [Graphic: Box with checkmark]
o Ahmanson's total o Washington Mutual has a superior
stockholder return in the record of financial performance and
1990s has been only 165%. of delivering value. Its cumulative
TOTAL RETURN TO STOCKHOLDERS IN THE
1990S HAS BEEN OVER 600% -- more than
3 1/2 times that of Ahmanson.
- -------------------------------- -------------------------------------
[Graphic: Box] DIVIDEND HISTORY [Graphic: Box with checkmark]
o Ahmanson has not increased o Washington Mutual has increased
its dividend since 1987. its dividend over the past seven
consecutive quarters and every year
since 1990. DURING THE PAST FIVE
YEARS, WASHINGTON MUTUAL HAS
INCREASED ITS DIVIDENDS AN AVERAGE
OF 29% PER YEAR.(2)
- -------------------------------- -------------------------------------
[Graphic: Box] CAPITAL STRENGTH [Graphic: Box with checkmark]
o At December 31, 1996, Tangible common o At December 31, 1996, Washington
Ahmanson's 3.31% consolidated equity ratio (the Mutual had a ratio of tangible common
tangible common equity ratio higher the better) equity to tangible assets of 4.83%--A
was one of the lowest among STRONGER CAPITAL POSITION--that will
major savings and loan holding allow Washington Mutual to take
companies. advantage of future growth
opportunities. Washington Mutual's
o Ahmanson's $3.2 billion financial strategy is predicated on
planned share repurchases plus capital retention and growth.
common stock dividends from
the beginning of the fourth
quarter of 1997 through 1999
total nearly 180% of
cumulative net income to
common stock during the same
period.(3) As a result,
Ahmanson's pro forma capital
position would continue to be
weak.
- -------------------------------- -------------------------------------
[Graphic: Box] INTEGRATION RISK [Graphic: Box with checkmark]
o An Ahmanson/Great Western o Washington Mutual shares common
combination would mean a information systems with Great
difficult and time consuming Western, which should greatly
integration process. Ahmanson facilitate the integration of the two
uses an information system companies' operations and the
which is outdated, and not achievement of cost savings and
compatible with Great operating efficiencies at a minimal
Western's. This could cost and on a timely basis.
increase the difficulty and
cost of implementing the
technology conversion in a
reasonable time.
- -------------------------------- -------------------------------------
[Graphic: Box] TRACK RECORD [Graphic: Box with checkmark]
o Ahmanson's current o Washington Mutual's management has
management team, many members a proven record of achieving cost
of which have been hired by savings, operating efficiencies and
Ahmanson only within the past revenue enhancements in connection
several years, has limited its with the integration of acquired
focus to branch acquisitions companies. Washington Mutual's
and divestitures. current management team has
consummated more than 20
acquisitions, including both
in-market and out-of-market
acquisitions of banks and thrifts
of varying size.
- -------------------------------- -------------------------------------
[Graphic: Box] TIMING [Graphic: Box with checkmark]
o By asking the Court to o Washington Mutual and Great
artificially delay the vote on Western have a definitive merger
the Washington Mutual merger agreement. With stockholders voting
until six weeks after the vote on June 13 and regulatory approvals
at the June 13 Annual Meeting expected by late June or early July,
is certified, Ahmanson is THE MERGER COULD CLOSE LESS THAN 2
effectively seeking to delay MONTHS FROM NOW.
your opportunity to vote on
the merger until late summer,
and maybe until after Labor
Day.
================================ =================================
</TABLE>
- ------------
1 Source: Bloomberg Financial Markets. Total stockholder return assumes
reinvestment of dividends. Applicable period is through March 31,
1997.
2 For the period December 31, 1991 through December 31, 1996.
3 Calculated by Great Western, based on data publicly disclosed by
Ahmanson on March 25, 1997.
[Great Western Logo]
May 23, 1997
PROTECT YOUR INVESTMENT. VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-440-8800.
Exhibit 26
-- IMPORTANT ALERT --
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 GREEN AND GOLD 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 27
May 23, 1997
VOTE GREEN AND GOLD!
Dear Great Western Stockholder:
We want to alert you that you will receive two different colored proxy
cards, GREEN and GOLD in connection with Great Western's Special and Annual
Meetings on June 13. While we regret the additional mail this creates for
Great Western stockholders, please know that your support on BOTH cards is
important for the prompt completion of the Washington Mutual merger.
Your Board is confident that the Washington Mutual merger provides superior
value for Great Western stockholders and has rejected the proposed Ahmanson
exchange offer. You can support the Washington Mutual merger and oppose
Ahmanson by using:
o The GREEN proxy card to vote FOR the Washington Mutual merger at
the Special Meeting, and
o The GOLD proxy card to vote FOR the Board's nominees and AGAINST
each of the other proposals at the Annual Meeting.
If you have any questions or need assistance in voting your shares, please
call Georgeson & Company Inc., our solicitor, at 1-800-223-2064.
We thank you for your continued support.
Sincerely,
John F. Maher James F. Montgomery
President and Chief Executive Officer Chairman of the Board
GREAT WESTERN FINANCIAL CORPORATION
Exhibit 28
Great Western Financial Corporation
Dear Great Western Stockholder:
Please accept our thanks for sending in your GREEN Proxy Card.
To avoid the possibility of the validity of your GREEN Proxy Card being
challenged or disqualified for the reason(s) indicated below, we are
requesting that you sign, date and mail the enclosed new GREEN Proxy Card
with the correction indicated below in the self-addressed envelope provided
for your convenience. The GREEN Proxy Card will automatically revoke any
previous GREEN Proxy Card when it is returned to us.
[Graphic: box] YOUR PREVIOUS GREEN PROXY WAS UNSIGNED. (If signing as
attorney, executor, administrator, personal
representative of the estate, corporate officer, partner,
trustee, custodian or guardian, please sign and give your
full title as such.)
[Graphic: box] YOUR PREVIOUS GREEN PROXY WAS UNDATED. (Please date, sign
and return the new proxy in the enclosed envelope.)
[Graphic: box] YOUR PREVIOUS GREEN PROXY OMITTED YOUR TITLE OR
AUTHORITY. (If signing as attorney, executor,
administrator, personal representative of the estate,
corporate officer, partner, trustee, custodian or
guardian, please sign and give your full title as such.)
[Graphic: box] YOUR PREVIOUS GREEN PROXY, AS SIGNED, DID NOT CONFORM TO
THE NAME SHOWN ON THE PROXY. (Please date and sign this
GREEN Proxy Card exactly as the registration appears on
the proxy, including your full title if signing other
than in an individual capacity.) If the registration is
in the name of a custodian for the benefit of a minor,
the custodian must sign and indicate their capacity. If
you are a beneficiary 18 years or older, you may sign as
long as you indicate your age.
[Graphic: box] YOUR PREVIOUS GREEN PROXY, AS MARKED, DID NOT CLEARLY
SPECIFY YOUR INSTRUCTIONS. Please sign, date and clearly
mark your proxy.
[Graphic: box] OTHER
__________________________________________________________
__________________________________________________________
Since time is of the essence, we would greatly appreciate your signing,
dating and mailing the enclosed GREEN Proxy Card as soon as possible.
Please mail it in the envelope provided for your convenience. Once again,
we greatly appreciate your support.
Sincerely,
GREAT WESTERN FINANCIAL CORPORATION
Exhibit 29
Great Western Financial Corporation
Dear Great Western Stockholder:
Please accept our thanks for sending in your GOLD Proxy Card.
To avoid the possibility of the validity of your GOLD Proxy Card being
challenged or disqualified for the reason(s) indicated below, we are
requesting that you sign, date and mail the enclosed new GOLD Proxy Card
with the correction indicated below in the self-addressed envelope provided
for your convenience. This GOLD Proxy Card will automatically revoke any
previous GOLD Proxy Card when it is returned to us.
[Graphic: box] YOUR PREVIOUS GOLD PROXY WAS UNSIGNED. (If signing as
attorney, executor, administrator, personal
representative of the estate, corporate officer, partner,
trustee, custodian or guardian, please sign and give your
full title as such.)
[Graphic: box] YOUR PREVIOUS GOLD PROXY WAS UNDATED. (Please date, sign
and return the new proxy in the enclosed envelope.)
[Graphic: box] YOUR PREVIOUS GOLD PROXY OMITTED YOUR TITLE OR AUTHORITY.
(If signing as attorney, executor, administrator,
personal representative of the estate, corporate officer,
partner, trustee, custodian or guardian, please sign and
give your full title as such.)
[Graphic: box] YOUR PREVIOUS GOLD PROXY, AS SIGNED, DID NOT CONFORM TO
THE NAME SHOWN ON THE PROXY. (Please date and sign this
GOLD Proxy Card exactly as the registration appears on
the proxy, including your full title if signing other
than in an individual capacity.) If the registration is
in the name of a custodian for the benefit of a minor,
the custodian must sign and indicate their capacity. If
you are a beneficiary 18 years or older, you may sign as
long as you indicate your age.
[Graphic: box] YOUR PREVIOUS GOLD PROXY, AS MARKED, DID NOT CLEARLY
SPECIFY YOUR INSTRUCTIONS. Please sign, date and clearly
mark your proxy.
[Graphic: box] OTHER
___________________________________________________________
___________________________________________________________
Since time is of the essence, we would greatly appreciate your signing,
dating and mailing the enclosed GOLD Proxy Card as soon as possible. Please
mail it in the envelope provided for your convenience. Once again, we
greatly appreciate your support.
Sincerely,
GREAT WESTERN FINANCIAL CORPORATION
Exhibit 30
GREAT WESTERN FINANCIAL CORPORATION
Dear Great Western Stockholder:
Please accept our thanks for sending in the GREEN proxy card supporting
your Board's recommendation on the Washington Mutual merger proposal.
However, according to our latest records, we have not also received your
GOLD proxy card regarding the June 13th Annual Meeting. Your support on
BOTH proxy cards is important for the prompt completion of the Washington
Mutual merger.
SINCE TIME IS OF THE ESSENCE, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED GOLD PROXY CARD TODAY.
If you have any questions or need assistance in voting your shares, please
call Georgeson & Company Inc., our solicitor, at 1-800-223-2064.
Once again, we greatly appreciate your support.
Sincerely,
GREAT WESTERN FINANCIAL CORPORATION
Exhibit 31
GREAT WESTERN FINANCIAL CORPORATION
Dear Great Western Stockholder:
Please accept our thanks for sending in the GOLD proxy card supporting your
Board's recommendations on the Annual Meeting proposals. However, according
to our latest records, we have not also received your GREEN proxy card
regarding the Washington Mutual merger vote at the June 13th Special
Meeting. Your support on BOTH proxy cards is important for the prompt
completion of the strategic merger with Washington Mutual, which your Board
believes is in your best interests.
SINCE TIME IS OF THE ESSENCE, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED GREEN PROXY CARD TODAY.
If you have any questions or need assistance in voting your shares, please
call Georgeson & Company Inc., our solicitor, at 1-800-223-2064.
Once again, we greatly appreciate your support.
Sincerely,
GREAT WESTERN FINANCIAL CORPORATION
