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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
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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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(4) Date filed:
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[GREAT WESTERN LOGO]
May 20, 1997
Dear Great Western Stockholder:
In just a few weeks -- at a Special Meeting of Stockholders on June
13 -- you will have the opportunity to vote on and approve Great Western's
strategic merger with Washington Mutual, one of the premier financial
institutions in the United States. With your vote, and the receipt of regulatory
approvals which we expect by late June or early July, YOU CAN BE IN A POSITION
TO RECEIVE YOUR WASHINGTON MUTUAL SHARES LESS THAN TWO MONTHS FROM NOW. We are
confident that Great Western's merger with Washington Mutual is a superior
merger, with a superior partner, for superior value -- and we look forward to
the upcoming vote.
AHMANSON'S BIGGEST FEAR: YOUR VOTE ON THE
WASHINGTON MUTUAL MERGER
H. F. Ahmanson & Company, as you know, opposes the Washington Mutual merger
and, instead, wants you to accept Ahmanson shares in exchange for your Great
Western stock. In fact, Ahmanson is so anxious to stop the Washington Mutual
merger that it has gone to Court to try to prevent you from voting on the merger
on June 13. If Ahmanson has its way, the merger vote would be delayed until the
end of the summer -- possibly after Labor Day -- and your opportunity to receive
your Washington Mutual shares in the merger could be delayed for months!
AHMANSON'S ACTIONS GIVE RISE TO ONE VERY FUNDAMENTAL QUESTION:
IF AHMANSON REALLY THINKS IT HAS THE BETTER PROPOSAL,
WHY THEN IS IT SO AFRAID TO LET YOU VOTE?
VOTE THE GREEN AND GOLD PROXY CARDS TODAY
On June 13, shortly after the vote on the Washington Mutual merger, Great
Western will hold its 1997 Annual Meeting of Stockholders to elect four
directors and vote upon several additional proposals. You should be aware that
at the Annual Meeting, Ahmanson is trying to elect three of its designees to
your Board of Directors, and has proposed five separate amendments to your
Company's By-laws -- NOT ONE OF WHICH APPEARS IN AHMANSON'S OWN BY-LAWS.
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You can support the Washington Mutual merger and oppose Ahmanson, its three
nominees and its self-serving tactics by voting BOTH the enclosed GREEN and GOLD
proxy cards. We urge you to use:
- The GREEN proxy card to vote FOR the Washington Mutual merger at the
Special Meeting, and
- The GOLD proxy card to vote FOR the Board's nominees and AGAINST each of
the other proposals at the Annual Meeting.
Your support on BOTH proxy cards will help pave the way for prompt completion of
the Washington Mutual merger.
A GREAT WESTERN/WASHINGTON MUTUAL COMBINATION
WILL CREATE AN EXCEPTIONAL FINANCIAL INSTITUTION
During the past week, you should have received detailed information
regarding Great Western's Special and Annual Stockholders' Meetings. These
materials contain important information about Washington Mutual and our
strategic merger to be voted upon at the Special Meeting. We would like to take
this opportunity to highlight some important facts about Great Western's merger
with Washington Mutual:
- VALUE. In the Washington Mutual merger, each Great Western common share
would be exchanged for .9 shares of Washington Mutual common stock. Based
on closing market prices on May 19, 1997, this represents an implied
value of $50.29 per share -- A 73% PREMIUM OVER GREAT WESTERN'S MARKET
PRICE AT THE BEGINNING OF THIS YEAR.
- PERFORMANCE. WASHINGTON MUTUAL'S TOTAL RETURN TO STOCKHOLDERS HAS BEEN
MORE THAN 600% IN THE 1990'S (through the end of the first quarter of
1997), which is more than 3 1/2 times Ahmanson's return of 165% during
the same period.*
- DIVIDENDS. Washington Mutual has a consistent history of dividend
increases, having increased its dividend over the past seven consecutive
quarters and every year since 1990. During the past five years (through
1996), WASHINGTON MUTUAL HAS INCREASED ITS DIVIDENDS BY AN AVERAGE OF 29%
PER YEAR. IN STARK CONTRAST, AHMANSON HAS NOT INCREASED ITS DIVIDEND
SINCE 1987.
- FINANCIAL STRENGTH. Under commonly used benchmarks of financial
performance, Washington Mutual has, among other things, A HIGHER LEVEL OF
ASSET QUALITY, HIGHER CAPITAL RATIOS, A BETTER EFFICIENCY RATIO AND A
HIGHER RATE OF GROWTH IN EARNING ASSETS, LOANS AND DEPOSITS THAN
AHMANSON. Your vote in favor of the Washington Mutual merger is a vote
to share in a combined company with superior financial strength.
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* Total return to stockholders assumes reinvestment of dividends.
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THE END IS IN SIGHT
The events of the past few months may have appeared turbulent and, at
times, downright baffling. You have been barraged with all types of
communications which, given the nature of contested transactions, is unlikely to
end before the Washington Mutual merger is voted on.
With your continued support, the end is in sight. By signing, dating and
mailing BOTH the GREEN and GOLD proxy cards today, you can help bring the
Washington Mutual merger to a prompt and successful conclusion.
* * *
Your vote is important no matter how many or how few shares you may own.
Please sign and date the enclosed GREEN and GOLD proxy cards today and return
BOTH of them in the same enclosed postage-prepaid envelope.
We 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
IMPORTANT INFORMATION
If your shares of Common Stock are held in the name of a brokerage
firm, bank nominee or other institution, only it can sign the GREEN
AND GOLD proxy cards with respect to your shares and only after
receiving your specific instructions. Please contact the person
responsible for your account and give instructions today for the GREEN
card to be voted FOR ITEM 1 and the GOLD card to be voted FOR ITEM 1
and AGAINST ITEMS 2-7.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies for both
the Special and Annual Meetings:
[GEORGESON & COMPANY INC. LOGO]
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL-FREE: 800-223-2064
BANKS & BROKERS CALL: 212-440-9800
