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)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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(1) Amount Previously Paid: ___________________________________________
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(4) Date Filed: ______________________________________________________
[WASHINGTON MUTUAL LETTERHEAD] [GREAT WESTERN LETTERHEAD]
TO OUR CUSTOMERS AND COMMUNITIES:
Washington Mutual
and Great Western to Merge
One week ago, Washington Mutual, the parent company of
American Savings Bank, and Great Western announced a historic
merger agreement to create one of the West's top financial services
companies for consumers. After the merger, our company will have
assets of over $87 billion, more than 1,000 locations and serve 4.1
million households nationwide. In California, we will become the
state's third-largest depository institution and second-largest
residential mortgage lender, while continuing to help thousands of
people achieve their financial goals -- just as Great Western has
for more than a century. The Washington Mutual/Great Western
partnership also will allow our company to serve a growing number
of customers with even more innovative products and services.
THIS COMBINATION MEANS GOOD NEWS FOR YOU ...
OUR SHARED VISION OF THE FUTURE AND COMPATIBLE MANAGEMENT
PHILOSOPHY MEANS... you will be banking with a strong, focused
financial institution with long-term staying power and the ability
to generate and sustain economic growth
OUR COMMITMENT TO CALIFORNIA MEANS ... you will have a true partner
in the improvement and development of every neighborhood we serve.
These tangible benefits will reflect our historic and fundamental
commitment to low- to moderate- income lending
OUR CLEAR BUSINESS STRATEGY MEANS ... you will have access to a
broader array of quality products and services at competitive
prices. More choices mean greater convenience for you today and
tomorrow
OUR HIGH REGARD FOR TALENT AND EXPERIENCE MEANS ... our employees
will have opportunities for growth and career development and the
chance to make a meaningful contribution to you and the communities
in which we live and work
Washington Mutual, recently named by Fortune magazine as the
nation's most admired savings institution, and Great Western
together form a company that signals good news for our customers,
our employees, our communities and the State of California.
WE LOOK FORWARD TO MANY OPPORTUNITIES TO GROW TOGETHER AND TO SERVE
YOU BETTER.
/s/ KERRY KILLINGER /s/ JOHN F. MAHER
Chairman, President & President & Chief Executive Officer
Chief Executive Officer Great Western Financial Corporation
Washington Mutual, Inc.
Great Western and certain other persons named below may
be deemed to be participants in the solicitation of proxies in
favor of the approval of the merger of Great Western and a wholly-
owned subsidiary of Washington Mutual at a special meeting of Great
Western stockholders which has not yet been scheduled. 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, Associate 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 President), 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.
Washington Mutual and certain other persons named below may be
deemed to be participants in the solicitation of proxies in favor
of the approval of the merger of Great Western and a wholly-owned
subsidiary of Washington Mutual at a special meeting of Great
Western stockholders which has not yet been scheduled. The
participants in this solicitation may include the directors of
Washington Mutual (Douglas P. Beighle, David Bonderman, Herbert M.
Bridge, J. Taylor Crandall, Roger H. Eigsti, John W. Ellis, Daniel
J. Evans, Anne V. Farrell, William P. Gerberding, Kerry K.
Killinger, Samuel B. McKinney, Michael K. Murphy, Louis H. Pepper,
William G. Reed, Jr., and James H. Stever), the following executive
officers of Washington Mutual: William A. Longbrake (Executive Vice
President and Chief Financial Officer), Deanna W. Oppenheimer
(Executive Vice President), Craig E. Tall (Executive Vice
President) and S. Liane Wilson (Executive Vice President); and the
following other members of management of Washington Mutual: Karen
Christensen (Senior Vice President), JoAnn DeGrande (Vice
President), William Ehrlich (Vice President), James B. Fitzgerald
(Senior Vice President), Marc Kittner (Senior Vice President and
Corporate Counsel) and Douglas G. Wisdorf (Senior Vice President
and Deputy Chief Financial Officer). As of the date of this
communication, David Bonderman, J. Taylor Crandall and Kerry K.
Killinger beneficially owned 1,894,141 shares, 6,549,755 shares and
1,044,224 shares of Washington Mutual, respectively. The remaining
participants do not beneficially own, individually or in the
aggregate, in excess of 1% of Washington Mutual's equity
securities.
