SCHEDULE 14A INFORMATION
PROXY 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
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement
{X} Definitive Additional Materials
{ } Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
-----------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------
(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.
--------
{_} 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: ______________________________________________________
[Great Western Letterhead]
YOUR VOTE IS EXTREMELY IMPORTANT!
May 29, 1997
Dear Great Western Stockholder:
Just two weeks from now, at a Special Meeting of Stockholders on
June 13, you will have the opportunity to vote on the Washington
Mutual merger. On the same day, you also will have the opportunity
at Great Western's Annual Meeting to vote on the election of
directors and on various amendments to your company's By-laws
proposed by H.F. Ahmanson & Company.
In connection with your vote, we are pleased to enclose two
documents we think you will find of great interest:
o First, a letter to Great Western stockholders from Kerry
Killinger, Chairman, President and Chief Executive Officer of
Washington Mutual.
o Second, a copy of an ad we recently ran in several newspapers.
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
VOTE GREEN! VOTE GOLD! VOTE TODAY!
[Great Western Letterhead]
YOUR VOTE IS EXTREMELY IMPORTANT!
May 29, 1997
Dear Great Western Stockholder:
Just two weeks from now, at a Special Meeting of Stockholders on June
13, you will have the opportunity to vote on the Washington Mutual
merger. On the same day, you also will have the opportunity at Great
Western's Annual Meeting to vote on the election of directors and on
various amendments to your company's By-laws proposed by H.F. Ahmanson
& Company.
In connection with your vote, we are pleased to enclose two documents
we think you will find of great interest:
o First, a letter to Great Western stockholders from Kerry
Killinger, Chairman, President and Chief Executive Officer of
Washington Mutual.
o Second, a copy of an ad we recently ran in several newspapers.
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
VOTE GREEN! VOTE GOLD! VOTE TODAY!
[Washington Mutual Letterhead]
May 29, 1997
Dear Great Western Stockholder:
I am writing to you today seeking your support of the definitive
merger agreement between Washington Mutual, Inc. and Great Western
Financial Corporation. Our proposed merger is the only transaction
that has the unanimous support of the board of directors and
management of your company. It also provides the surest and fastest
means of maximizing the value of your investment in Great Western.
With your approval at the June 13 special meeting and with regulatory
approval expected in the near future, we anticipate closing the
transaction as soon as late June or early July.
Over the years, Washington Mutual has implemented a business strategy
focused on profitable growth and creation of shareholder value. The
success of this strategy is well documented: From April 1990 -- when
our core executive management team came together -- through April
1997, the total cumulative return on Washington Mutual's common stock,
including the re-investment of dividends, was an impressive 788%.
This cumulative return exceeded that of every company in our peer
group and was more than double that of the Standard and Poor's
Financial Index.
Meanwhile, we have maintained a focus on financial discipline,
earnings growth, strong capital levels and high asset quality, while
delivering on our commitment to make our communities better places to
live and work. It is within this framework that our company has
successfully completed more than 20 mergers and acquisitions since
1987 and that we entered into our agreement with Great Western.
By approving this merger, you will be creating one of the nation's
leading financial services companies and one of the dominant consumer
banking franchises on the West Coast. With operations from Seattle to
San Diego and a strong presence in the Southeastern United States, our
combined companies will be in an even stronger position to expand
market share and serve an ever growing number of customers.
As chairman and chief executive officer of Washington Mutual as well
as a significant stockholder, I can assure you that maximizing long-
term shareholder value will continue to be a driving force for our
company once the merger is completed. By approving the Washington
Mutual/Great Western merger, you will be ensuring a timely conclusion
to this transaction, as well as creating a company immediately
positioned for growth and success in the years ahead.
Respectfully,
/s/ Kerry K. Killinger
TO ALL GREAT WESTERN STOCKHOLDERS:
---------------------------------
AFTER 100 DAYS
THE END IS IN SIGHT
In mid-February, H. F. Ahmanson & Company made an unsolicited
proposal to acquire Great Western Financial Corporation. Your
Board responded by finding a superior merger with Washington
Mutual, Inc. Now, 100 days later, the end is in sight. With
your vote and the receipt of regulatory approvals, which are
expected shortly, you can be in a position to RECEIVE YOUR
WASHINGTON MUTUAL SHARES BY EARLY JULY.
o On June 13 -- in just 15 days -- you will have the
opportunity to vote on and approve Great Western's
strategic merger with Washington Mutual.
o Both companies continue to move forward toward
consummating the merger. Our joint proxy
statement/prospectus has been sent to stockholders --
and GREAT WESTERN AND WASHINGTON MUTUAL ARE ON A FAST
TRACK TOWARD DELIVERING TO STOCKHOLDERS THE BENEFITS OF
THE MERGER.
o On May 20, the Office of Thrift Supervision declared
that Washington Mutual's application to acquire Great
Western was informationally complete. THIS IS YET
ANOTHER IMPORTANT STEP TOWARD REGULATORY APPROVAL, WHICH
WE EXPECT BY LATE JUNE OR EARLY JULY.
o After the merger closes, it is anticipated that
Washington Mutual would integrate the two companies
quickly and begin to achieve the expected cost savings,
operating efficiencies and revenue enhancements.
WASHINGTON MUTUAL HAS A LONG TRACK RECORD OF
SUCCESSFULLY INTEGRATING BOTH IN-MARKET AND OUT-OF-
MARKET ACQUISITIONS OF BANKS AND THRIFTS OF VARYING
SIZES.
Remember, Ahmanson has gone to Court in an effort to prevent you from
voting on the merger on June 13. IF AHMANSON HAD ITS WAY, THE MERGER
VOTE WOULD BE DELAYED UNTIL LATE SUMMER -- POSSIBLY UNTIL AFTER LABOR
DAY -- and your opportunity to receive your Washington Mutual shares
in the merger could be delayed for MONTHS!
PROTECT YOUR INVESTMENT.
VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
----- ----
GREAT WESTERN/WASHINGTON MUTUAL--
SUPERIOR MERGER . . . SUPERIOR PARTNER . . . SUPERIOR VALUE
[Great Western logo]
May 29, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-449-9800.
--IMPORTANT REMINDER--
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 GOLD AND GREEN 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.
