<PAGE>
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>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
H. F. AHMANSON & COMPANY
APRIL 1997
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THIS PRESENTATION CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO
THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON
REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED;
(C) AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES
EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD
LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES:
(1) EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR
REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED
MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL
CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER
NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING
BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY
CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE
ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL
RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY
AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION, ("COMMISSION"),
INCLUDING A REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON
FEBRUARY 18, 1997, AS AMENDED, AND THE COMMISSION FILINGS INCORPORATED BY
REFERENCE THEREIN.
2
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WHO ARE WE ?
A CONSUMER BANK
. Assets $48.7 billion
. Deposits $34.4 billion
. Loans $45.3 billion
. Shareholders' Equity $ 2.4 billion
. # of Financial Service
Centers / States 380 / 3
. # of Loan Offices / States 124 / 8
. Mortgage Servicing $59 billion
3
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WHERE ARE WE GOING ?
Starting with a great loan and deposit franchise, strong
capital, and terrific people, we are advancing:
. To strong core profitability
-from a history of lackluster results
. To a full-service consumer bank
-from a traditional S&L
. Our commitment to increasing shareholder value
-from a focus on size and geographic spread
4
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW DO WE MEASURE SUCCESS ?
Financial Goals:
ROE - First 15%, Then 18%
Efficiency Ratio - below 50%
EPS Growth
Capital - "well capitalized"
5
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
REDUCED AND RATIONALIZED FRANCHISE /*/
BOUGHT LOW, SOLD HIGH
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Deposits Bought/Sold
(Dollars in Billions) Deposit Premium
<S> <C> <C>
Bought: $ 6.8 2.9%
Sold: $12.7 7.1%
</TABLE>
- ----------------
/(*)/ June 1992 - Present, excluding acquisition of 61 former First
Interstate branches. Includes W. Florida branch sale expected to close in
2Q97.
6
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
GROWTH IN CONSUMER ACCOUNTS
------
<TABLE>
<CAPTION>
1995 1996 % Change
---- ---- --------
<S> <C> <C> <C>
Households 1.2 million 1.4 million 17%
Accounts with 45,000 317,000 604%
debit cards
Checking balances $2.5 billion $3.3 billion 31%
</TABLE>
7
<PAGE>
[LOGO OF H. F. AHMANSON] [LOGO OF HOME SAVINGS]
HOW HAVE WE DONE ?
GROWTH IN HIGHER MARGIN BUSINESS
------
CONSUMER LOANS FUNDED
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
($ in millions)
Quarters: 1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$17 $52 $71 $131 $136
</TABLE>
8
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
GROWTH IN INVESTMENT PRODUCT SALES
------
AVERAGE DAILY CORE SALES
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
($ in millions)
1995 1996 1Q97
---- ---- ----
<S> <C> <C>
$0.6 $2.2 $3.5
</TABLE>
9
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
GROWTH IN OTHER FEE INCOME
------
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
($ in millions)
4Q95 1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$27 $27 $31 $34 $44 $46
</TABLE>
10
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
EFFECTIVE G&A MANAGEMENT
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ---- ----
G&A
($ in Millions): $199 $193 $190 $190 $188 $187
</TABLE>
11
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
BANK-LIKE EFFICIENCY RATIOS
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1995 1Q96 2Q96 3Q96* 4Q96 1Q97
---- ---- ---- ----- ---- ----
Efficiency Ratio: 58.9% 53.8% 52.8% 53.1% 49.5% 49.1%
</TABLE>
*3Q96 excludes SAIF recap and First Interstate branch acquisition charges.
12
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
STEADILY DECREASING CREDIT COSTS
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ---- ----
($ in Millions): $63 $72 $61 $61 $57 $48
</TABLE>
(Provision + REO)
13
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
STEADILY DECREASING NONPERFORMING ASSETS
LEADING INDICATOR OF CREDIT COSTS
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/95 3/96 6/96 9/96 12/96 3/97
($ in millions): $949 $977 $954 $898 $846 $793/*/
</TABLE>
*NPAs dropped to lowest level since November 1990
14
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
RESIDENTIAL 1-4 FAMILY
60 DAY DELINQUENCIES
KEY LEADING INDICATOR OF NONPERFORMING ASSETS
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/95 3/96 6/96 9/96 12/96 3/97
<S> <C> <C> <C> <C> <C> <C>
($ in millions): $144 $134 $134 $121 $121 $100/*/
</TABLE>
* 60 Day Delinquencies dropped to lowest level since November 1989
15
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE?
RESIDENTIAL 1-4 FAMILY
NONPERFORMING LOANS
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
-------------------------------------------------------
($ in millions): |- Cumulative decline since February 1996: $177 million|
|- 13 consecutive declines |
-------------------------------------------------------
1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97 3/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 29 $ 29 $(21) $(26) $(19) $(11) $(22) $(19) $(10) $(13) $ (8) $ (2) $(1) $(11) $(14)
</TABLE>
16
<PAGE>
[LOGO OF H. F. AHMANSON] [LOGO OF HOME SAVINGS]
HOW HAVE WE DONE ?
1997 FIRST QUARTER NET INCOME AND E.P.S.
PERCENT INCREASE FROM 1996
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
<S> <C> <C>
Dollars Fully-Diluted EPS
%: 59% 93%
</TABLE>
Stock buyback and preferred redemption cause reported EPS growth to outpace net
income increase.
17
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
REPORTED EARNINGS PER SHARE
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$0.45 $0.50 $0.56/*/ $0.74 $0.87
</TABLE>
*3Q96 excludes SAIF recap and First Interstate branch acquisition charges.
18
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
CASH EARNINGS PER SHARE
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$0.46 $0.51 $0.57/*/ $0.77 $0.90
</TABLE>
* 3Q96 excludes SAIF recap and First Interstate branch acquisition charges.
19
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
SIGNIFICANTLY IMPROVED RETURNS
<TABLE>
<CAPTION>
CASH RETURN ON ASSETS
[GRAPH APPEARS HERE]
Quarters: 1Q96 2Q96 3Q96 4Q96 1Q97 1Q97/*/
---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
0.53% 0.58% 0.62% 0.78% 0.85% 0.84%
</TABLE>
<TABLE>
<CAPTION>
CASH RETURN ON EQUITY
[GRAPH APPEARS HERE]
Quarters: 1Q96 2Q96 3Q96 4Q96 1Q97 1Q97/*/
---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
9.18% 10.37% 11.56% 16.64% 19.29% 17.21%
</TABLE>
3Q96 excludes SAIF recap and First Interstate branch acquisition charges
* Reported return on assets and return on equity
20
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
DEVELOPED BUSINESS BANKING CAPABILITY
. Large, profitable and underserved segment
. Fully utilizes existing distribution system
. Leverages strong loyalty and name recognition
. ROA potential
. Jump start with FIB acquisition
. In process of rollout to entire California franchise
21
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
MORTGAGE LENDING
. Home Run 90% completed
. 1997 run rate cost per loan $ 3,000
. Cost per loan at
-$6 Billion $ 2,000
-$10 Billion $ 1,450
Note: Cost per loan excludes appraisal costs
22
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
HOW HAVE WE DONE ?
WHAT WE WON'T DO FOR VOLUME
. 0 point loans without prepayment penalties
. Deep discount teasers
. 40 year terms
. Unlimited COFI production
. Expensive homes to certain self-employed borrowers
. Lagging adjustables without prepayment penalties in a rising
rate environment
23
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THE FUTURE
. Credit cost indicators positive
. Consumer loan volume growing
. Investment sales growing
. Transaction accounts and fee income growing
. G&A and efficiency ratio declining
. Business Banking effect on
-Loan volume
-Fee income
-Deposit costs
. Oh by the way - CAPITAL is above highest regulatory
requirements
24
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THE FUTURE IS NOW
25
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ENHANCED MERGER PROPOSAL FOR
GREAT WESTERN FINANCIAL
26
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
FEATURES OF PROPOSED OFFER
Exchange Ratio: .1.20x when AHM stock price is below $41.67
.Floating to provide value of $50.00 to GWF stockholders
when AHM is between $41.67 and $45.45
.Exchange ratio of 1.10x when AHM is greater than $45.45
Determination of .The exchange ratio will be fixed based on the average AHM
Final Exchange stock price for the 20 trading days prior to receipt of OTS
Ratio: approval or through whatever mechanism is agreed upon in a
definitive agreement with GWF
27
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
EXCHANGE RATIO ANALYSIS
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
AHM GWF EXCHANGE
STOCK PRICE SHARE VALUE RATIO
============= ===================== =================
<S> <C> <C>
$36.00 $43.20 1.200x
37.00 44.40 1.200
38.00 45.60 1.200
39.00 46.80 1.200
40.00 48.00 1.200
41.00 49.20 1.200
41.67 50.00 1.200
42.00 50.00 1.190
43.00 50.00 1.163
44.00 50.00 1.136
45.00 50.00 1.111
45.45 50.00 1.100
46.00 50.60 1.100
47.00 51.70 1.100
48.00 52.80 1.100
49.00 53.90 1.100
50.00 55.00 1.100
</TABLE>
3/31/97 Value of AHM Offer: $43.65
28
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ASSUMPTIONS FOR
REVISED FINANCIAL RESULTS
-Revised AHM and GWF standalone earnings estimates
-Cost savings increased by $50 million to $454 million
- GWF G&A base larger than original analysis
-Revenue enhancements of $50 million assumed
- Net interest income from consumer lending and business banking
- Fee income from retail deposits, cash management and investment sales
-Credit reserve decreased by $50 million to $100 million based on WAMU due
diligence and Great Western concurrence
-Restructuring reserve conservatively increased to $454 million (100% of
cost saves)
29
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
IMPACT ON AHM STOCKHOLDERS
<TABLE>
<CAPTION>
Updated Case /(1,2)/
--------------------------
<S> <C> <C> <C>
AHM Stock Price $45.50 $40.25 $36.38
Exchange Ratio 1.10x 1.20x 1.20x
Reported EPS
1998E $ 3.27 $ 3.14 $ 3.24
1999E 4.11 3.94 4.05
Cash EPS
1998E $ 4.22 $ 4.01 $ 4.01
1999E 5.16 4.89 4.89
</TABLE>
(1) Adjusted AHM and GWF standalone earnings models revised to reflect current
street estimates and information provided in WAMU presentation and GWF 10-K.
In addition, a $195 million pre-tax "break up" fee has been added in
addition to a $50 million reduction in the credit reserve.
(2) Adjusted to reflect impact of $100 million in additional pre-tax synergies
by 1999 and higher restructuring reserve.
30
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
IMPACT ON ACCRETION / (DILUTION) /(1)/
<TABLE>
<CAPTION>
% Accretion (Dilution)
-------------- ----------------------
Exchange
Ratio 1998 1999
-------------- -------- ---------
<S> <C> <C> <C>
Reported EPS
AHM = $36.38 1.20x (8)% 5%
AHM = $40.25 1.20 (10) 2
AHM = $43.50 1.15 (9) 4
AHM = $45.50 1.10 (7) 6
Cash EPS
AHM = $36.38 1.20x 9% 21%
AHM = $40.25 1.20 9 21
AHM = $43.50 1.15 12 25
AHM = $45.50 1.10 15 28
</TABLE>
(1) Based on Updated Case
31
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM OFFER LOW RISK
AHM offer remains predicated on a simple, proven formula:
Significant Cost Savings
[INSIDE GRAPHIC ARROW]
Enhanced Shareholder Value:
1. Significant accretion
+ = 2. Accelerated EPS growth
Accelerated Stock Repurchase
[INSIDE GRAPHIC ARROW]
32
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
INTEREST RATE RISK
.AHM better positioned to manage interest rate risk:
-AHM in top quintile of peer group for interest rate sensitivity
-AHM less reliant on wholesale funding (less than 25% of interest costing
liabilities vs more than 35% for WAMU)
-AHM holds less fixed rate assets in portfolio (less than 5% of total loans
& MBS vs 30% for WAMU)
-Rising rate environment significantly increases risk of WAMU's strategy of
leveraging capital through significantly increased fixed rate loan
originations/retention
-Implicit need to portfolio large volume of fixed rate loans will
exacerbate WAMU's interest rate risk position in a rising rate environment
-WAMU cannot use share repurchases as a low risk use of excess capital,
given pooling of interest accounting treatment
AHM/GWF = LESS INTEREST RATE RISK
33
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM OFFER CLEARLY SUPERIOR TO
GWF STOCKHOLDER
<TABLE>
<CAPTION>
AHM Offer/(1)/ WAMU Offer
----------------------- -----------------------------------------
AHM AHM Original Revised Reasonable
Cash Basis $45.50 $36.38 Projections Projections Assumptions
- ---------- ---------- ---------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Pro Forma EPS
1998E $4.22 $4.01 $4.81 $4.81 $4.42
1999E 5.16 4.89 5.71 5.89 5.13
Exchange Ratio 1.10x 1.20x 0.90x 0.90x 0.90x
- ----------------------------------------------------------------------------------------------------------------
Pro Forma Cash EPS per GWF Stockholder
1998E $4.64 $4.81 $4.32 $4.32 $3.97
1999E 5.68 5.87 5.14 5.30 4.62
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on revised "Updated Case".
34
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
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 are
also soliciting consents from stockholders of GWF to approve proposals, without
a stockholders' meeting, to adopt non-binding resolutions of stockholders and
amendments 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. Schulte, 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), Madeleine
A. Kleiner (Senior Executive Vice President, Chief Administrative Officer and
General Counsel), Anne-Drue M. Anderson (Executive Vice President and
Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); and the following Nominees: Lawrence A. Del
Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow.
35
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
As of April 7, 1997, Ahmanson is the beneficial owner of 3,134,100
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 April 7, 1997, 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 April 7, 1997, CSFB held a net
short position of 1,876 shares of GWF common stock and Montgomery held no
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 who may participate in this solicitation or
the Nominees named above has any interest, direct or indirect, by security
holdings or otherwise, in GWF.
36
