SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_} Preliminary Proxy Statement (Revocation of Consent Statement)
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{_} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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 transactions: _________
(5) Total fee paid.
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{_} 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: ________________________________________________
WASHINGTON MUTUAL, INC.
MERGER WITH
GREAT WESTERN FINANCIAL CORPORATION
MARCH 6, 1997
Five-Year Comparison of Selected Financial Measures(a)
EPS - Recurring(b)
1992 1993 1994 1995 1996
WAMU $1.84 $2.30 $2.62 $2.76 $3.39
AHM $1.00 -$1.73 $1.47 $1.38 $1.90
Dividends per Share
1992 1993 1994 1995 1996
WAMU $0.33 0.50 0.70 0.77 0.90
AHM $0.88 0.88 0.88 0.88 0.88
ROAA - Recurring(b)
1992 1993 1994 1995 1996
WAMU 1.12% 1.09% 1.03% 0.97% 0.95%
AHM 0.24% -0.41% 0.36% 0.34% 0.47%
ROACE - Recurring(b)
1992 1993 1994 1995 1996
WAMU 16.1% 17.8% 17.3% 16.3% 17.8%
AHM 4.6% -8.5% 8.2% 8.0% 10.6%
(a) Reflects numbers as originally reported (prior to restatement for
pooling transactions).
(b) 1993 and 1996 figures adjusted to reflect tax rate of 40.0%.
Five-Year Comparison of Selected Financial Measures(a)
($ in billions) Deposits
1992 1993 1994 1995 1996
WAMU $5.4 $9.4 $9.8 $10.6 $24.1
AHM $39.3 $38.0 $40.7 $34.2 $34.8
Equity
1992 1993 1994 1995 1996
WAMU $0.9 $1.2 $1.3 $1.6 $2.4
AHM $2.7 $2.9 $3.0 $3.1 $2.4
Reserves/NPLs
1992 1993 1994 1995 1996
WAMU 96% 135% 180% 161% 107%
AHM 24% 50% 50% 43% 50%
NPAs + Restructures/Assets
1992 1993 1994 1995 1996
WAMU 1.52% 0.75% 0.49% 0.51% 0.99%
AHM 4.74% 2.09% 1.79% 2.20% 2.07%
(a) Reflects numbers as originally reported (prior to restatement for
pooling transactions).
Overview of Proposed Combination from Great Western's Perspective
This transaction is a better strategic transaction for Great Western and
its shareholders.
- - Strategic Reasons:
- Shared strategic visions
- Creates powerful West Coast franchise
- Strong historical and projected core growth
- Superior financial results and returns to shareholders
- Superior geographic and product diversification
- Management with proven track record
- - Financial Reasons:
- More attractive offer and currency
- Better shareholder value today and into the future
- Greater EPS accretion to Great Western shareholders
- Higher quality balance sheet
- Significantly higher capital ratios
- Earnings growth generated through fundamental business strength,
not through share repurchases
- Avoidance of goodwill charge provides financial flexibility
Comparison of Alternatives
WAMU/GWF Merger AHM/GWF Merger
Acquiror's Closing Price
(3/5/97) $53.25 $42.00
Proposed Exchange Ratio 0.90x 1.05x
Implied Value per GWF Share $47.93 $44.10
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1998E GAAP EPS per GWF Share $4.34 $3.49
Percent Change(a) 40% 13%
1999E GAAP EPS per GWF Share $5.13 $4.31
Percent Change(a) 51% 27%
Tangible Common Equity/
Tangible Assets(b) 4.69% 3.85%
Basis Point Change(c) (34) (118)
Source: Prospective buyers' respective presentations to analysts.
(a) Relative to First Call mean estimate for 1998. 1999 assumes 10%
EPS growth over 1998 First Call mean estimate.
(b) Pro forma at December 31, 1996.
(c) Relative to December 31, 1996, stand-alone.
Comparison of Historical Total Return to Shareholders
Compounded Annual total Return to Shareholders(a)
Company/Index Year-to-Date 1 Year 3 Years 5 Years 10 Years
Washington Mutual 22% 54% 26% 27% 24%
Ahmanson 31 27 23 18 9
S&P 500 Index 8% 23% 20% 15% 15%
S&P Bank Index(b) 16 42 29 26 NA
S&P Thrift Index(c) 32 20 20 14 NA
(a) Stock price appreciation plus reinvestment of dividends. As of the
respective period ending December 31, 1996.
(b) Includes Banc One, Bank of Boston, Bank of New York, BankAmerica,
Bankers Trust, Barnett, Chase Manhattan, Citicorp, Comerica,
CoreStates, Fifth Third, First Bank System, First Chicago NBD, First
Union, Fleet, KeyCorp, Mellon, J.P. Morgan, NationsBank, National
City, Norwest, PNC Bank, Republic of New York, SunTrust, USBC,
Wachovia and Wells Fargo.
(c) Includes H.F. Ahmanson, Golden West and Great Western.
Great Western and certain other persons named below may be deemed
to be participants in the solicitation of revocations of consents in
response to Ahmanson's consent solicitation. The participants in this
solicitation may include the directors of Great Western (James F.
Montgomery, John F. Maher, Dr. David Alexander, H. Frederick Christie,
Stephen E. Frank, John V. Giovenco, Firmin A. Gryp, Enrique Hernandez, Jr.,
Charles D. Miller, Dr. Alberta E. Siegel and Willis B. Wood, Jr.); the
following executive officers of Great Western: J. Lance Erikson (Executive
Vice President, Secretary and General Counsel), Carl F. Geuther (Vice
Chairman and Chief Financial Officer), Michael M. Pappas (Vice Chairman and
President, Consumer Finance Division), A. William Schenck III (Vice
Chairman), Ray W. Sims (Executive Vice President), and Jaynie M. Studenmund
(Executive Vice President); and the following other members of management
of Great Western: Stephen F. Adams (First Vice President, Asso- ciate
General Counsel and Assistant Secretary), Bruce F. Antenberg (Senior Vice
President-Finance, Treasurer and Assistant Secretary), Barry R. Barkley
(Senior Vice President and Controller), Ian D. Campbell (Senior Vice Presi-
dent), Charles Coleman (Vice President, Great Western Bank), Allen D.
Meadows (Senior Vice President, Great Western Bank), and John A. Trotter
(First Vice President, Great Western Bank).
As of the date of this communication, James F. Montgomery and John
F. Maher beneficially owned 605,488 shares and 611,762 shares of Great
Western common stock, respectively (including shares subject to stock
options exercisable within 60 days). The remaining participants do not
beneficially own, individually or in the aggregate, in excess of 1% of
Great Western's equity securities.
