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>
H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road, Irwindale, California 91706 * (818) 814-7922
FOR IMMEDIATE RELEASE CONTACTS:
Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
AHMANSON COMMENCES CONSENT SOLICITATION OF
GREAT WESTERN STOCKHOLDERS
IRWINDALE, CA, March 3, 1997 -- H.F. Ahmanson & Company (NYSE:AHM) today
announced that it has commenced a consent solicitation of Great Western
(NYSE:GWF) stockholders to adopt proposals intended to facilitate the
maximization of stockholder value.
Ahmanson stated that, "This consent solicitation will enable Great Western
stockholders to adopt proposals that would:
- urge the Great Western Board to arrange a merger to maximize
stockholder value;
- prevent the Great Western Board from granting excessive break-up
fees, stock options, "crown-jewel" options or other lock-up fee
arrangements that could deter a merger maximizing stockholder value
unless the stockholders approve those arrangements;
- require Great Western to hold its Annual Meeting of Stockholders on
the fourth Tuesday in April in each such year or on a date within 14
days thereof;
- prevent the adjournment of any meeting of stockholders at which a
quorum is present unless all business properly brought before the
meeting has been acted upon by the Great Western stockholders; and
- prevent the Great Western Board from subsequently amending any of
the by-laws adopted pursuant to the Consent Solicitation unless it
has the approval of a majority of the Great Western stockholders.
"The Great Western Board of Directors has not yet responded to the merger
proposal we submitted two weeks ago. It has, however, taken a series of actions
that have delayed the ability of Great Western's stockholders to express their
view on our proposal, including adopting a by-law amendment to delay our consent
solicitation; indefinitely postponing its 1997 annual meeting of stockholders,
at which Ahmanson is proposing a slate of three directors dedicated to
maximizing stockholder value; and filing litigation attempting to stop the
consent solicitation.
"As a result, Ahmanson has decided now to put the issues of maximization
of stockholder value directly before Great Western stockholders."
Ahmanson stated that its consent solicitation is being conducted
separately from the proxy solicitation that Ahmanson is making in connection
with the 1997 annual meeting of Great Western stockholders, which Great Western
has sought to postpone indefinitely.
As previously announced, on February 27, the Delaware Chancery Court
refused Great Western's request for an order restraining Ahmanson from
proceeding with the Consent Solicitation.
Copies of the consent solicitation materials are available from Ahmanson's
proxy solicitor, MacKenzie Partners, Inc., by calling (800) 322-2885.
H.F. Ahmanson & Company, with assets of nearly $50 billion, is the parent
company of Home Savings of America, which is one of the nation's largest full-
service consumer banks.
###
SHARES OF GREAT WESTERN FINANCIAL 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 a
date to be announced (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.
