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)
{X} 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)
-----------------------------------------
(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: ______________________________________________________
[Advertisement]
To Great Western Stockholders:
-----------------------------
The Building Blocks
of Ahmanson's Proposal . . . [Three blocks with the following
text inside: Ahmanson's Proposal; Imprudent Leverage; Massive
Share Repurchases]
In evaluating any merger proposal, consideration must be given to
whether it stands on a solid financial foundation. Ahmanson's
merger proposal relies on massive share repurchases and imprudent
leverage. It just doesn't make sense.
o Ahmanson has ONE OF THE LOWEST CONSOLIDATED TANGIBLE COMMON
EQUITY RATIOS1 among major savings and loan holding
companies. This ratio is widely recognized as one of the
most important indicators of the strength of a financial
institution.
o If combined with Great Western, based on Ahmanson's own
projections, we calculate that Ahmanson's consolidated
tangible common equity ratio at December 31, 1997 would be
only 3.46% -- STILL ONE OF THE LOWEST CAPITALIZED MAJOR
SAVINGS AND LOAN HOLDING COMPANIES IN THE U.S.2
o Ahmanson is planning over $3.2 billion in share repurchases
and common stock dividends from October 1, 1997 through
December 31, 1999 -- representing NEARLY 90% OF AHMANSON'S
PRO FORMA CONSOLIDATED TANGIBLE COMMON EQUITY at September
30, 1997.3
o Ahmanson's planned share repurchase and common stock
dividends from October 1, 1997 through December 31, 1999
aggregate nearly 180% of Ahmanson's pro forma cumulative net
income to common stock during the same period.3
o If Ahmanson were to maintain a consolidated tangible common
equity ratio in line with the rest of the industry, it would
have to substantially reduce its planned share repurchases.
To achieve a consolidated tangible common equity ratio
comparable to Washington Mutual's, we calculate that
Ahmanson would be FORCED TO REDUCE ITS PLANNED $2.8 BILLION
STOCK BUYBACK BY MORE THAN 78% during the period from
October 1, 1997 through December 31, 1999. If Ahmanson's
planned stock repurchases were decreased by 78% during that
period, Ahmanson would SUFFER EPS DILUTION OF APPROXIMATELY
5% IN 1999, rather than the 2% accretion it claims.4
In spite of its inferior proposal, Ahmanson persists in trying to
solicit your consent. Great Western's Board of Directors
unanimously opposes the Ahmanson solicitation and urges you NOT
to sign the WHITE consent card sent to you by Ahmanson.
WE URGE YOU TO SIGN, DATE AND MAIL THE BLUE CONSENT REVOCATION
CARD TODAY.
GREAT WESTERN/WASHINGTON MUTUAL --
SUPERIOR MERGER . . . SUPERIOR PARTNER . . . SUPERIOR VALUE
[Great Western Logo]
April 7, 1997
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064.
Banks and brokers call: 212-440-9800.
Great Western Financial Corporation ("Great Western")
and certain other persons named below may be deemed to be
participants in the solicitation of proxies in connection with
the merger of Great Western and a wholly-owned subsidiary of
Washington Mutual, Inc. ("Washington Mutual") pursuant to which
each outstanding share of Great Western common stock would be
converted into 0.9 shares of Washington Mutual common stock (the
"Merger"). 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,
Carl F. Geuther, Michael M. Pappas, A. William Schenck III, Ray
W. Sims and Jaynie M. Studenmund; and the following other members
of management of Great Western: Stephen F. Adams, Bruce F.
Antenberg, Barry R. Barkley, Ian D. Campbell, Charles Coleman,
Allen D. Meadows and John A. Trotter (collectively, the "Great
Western Participants"). As of the date of this communication,
James F. Montgomery and John F. Maher beneficially owned 680,488
shares and 611,762 shares of Great Western common stock,
respectively (including shares subject to stock options
exercisable within 60 days). The remaining Great Western
Participants do not beneficially own, individually or in the
aggregate, in excess of 1% of Great Western's equity securities.
Great Western has retained Goldman, Sachs & Co.
("Goldman Sachs") and Merrill Lynch & Co. ("Merrill Lynch") to
act as its financial advisors in connection with the Merger, as
well as the merger proposal by H. F. Ahmanson & Company, for
which they received and may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition,
Great Western has agreed to indemnify Goldman Sachs and Merrill
Lynch and certain persons related to them against certain
liabilities, including certain liabilities under the federal
securities laws, arising out of their engagement. Each of
Goldman Sachs and Merrill Lynch is an investment banking firm
that provides a full range of financial services for
institutional and individual clients. Neither Goldman Sachs nor
Merrill Lynch admits that it or any of its directors, officers or
employees is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as
amended, in the solicitation, or that Schedule 14A requires the
disclosure of certain information concerning Goldman Sachs and
Merrill Lynch. In connection with Goldman Sachs's role as
financial advisor to Great Western, Goldman Sachs and the
following investment banking employees of Goldman Sachs may
communicate in person, by telephone or otherwise with a limited
number of institutions, brokers or other persons who are
stockholders of Great Western: Joe Wender, John Mahoney, Andy
Gordon, Todd Owens and Andrea Vittorelli. In connection with
Merrill Lynch's role as financial advisor to Great Western,
Merrill Lynch and the following investment banking employees of
Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other
persons who are stockholders of Great Western: Herb Lurie, Louis
S. Wolfe, Paul Wetzel, Frank V. McMahon, John Esposito, Alex Sun,
Christopher Del-Moral Niles and Kavita Gupta. In the normal
course of their respective businesses Goldman Sachs and Merrill
Lynch regularly buy and sell securities issued by Great Western
and its affiliates ("Great Western Securities") and Washington
Mutual and its affiliates ("Washington Mutual Securities") for
its own account and for the accounts of its customers, which
transactions may result from time to time in Goldman Sachs and
its associates and Merrill Lynch and its associates having a net
"long" or net "short" position in Great Western Securities,
Washington Mutual Securities, or option contracts with other
derivatives in or relating to Great Western Securities or
Washington Mutual Securities. As of March 31, 1997, Goldman
Sachs held positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net "long" 18,173
of Great Western's common shares; (ii) net "long" $1 million of
Great Western's deposit notes; and (iii) net "long" 1,098 of
Washington Mutual's common shares. As of March 31, 1997, Merrill
Lynch had positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net "long" 6,026
of Great Western's common shares; (ii) net "long" 150 shares of
Great Western's 8.30% preferred stock; and (iii) net "long" 1,526
of Washington Mutual's common shares.
Other participants in the solicitation include
Washington Mutual and 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: Craig S. Davis, Steven
P. Freimuth, Lee D. Lannoye, William A. Longbrake, Deanna W.
Oppenheimer, Craig E. Tall and S. Liane Wilson; and the following
other members of management of Washington Mutual: Karen
Christensen, JoAnn DeGrande, William Ehrlich, James B.
Fitzgerald, Marc Kittner and Douglas G. Wisdorf (collectively,
the "Washington Mutual Participants"). 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 common stock,
respectively. The remaining Washington Mutual Participants do
not beneficially own, individually or in the aggregate, in excess
of 1% of Washington Mutual's equity securities. The Washington
Mutual Participants do not beneficially own, individually or in
the aggregate, in excess of 1% of Great Western's equity
securities.
Washington Mutual has retained Lehman Brothers Inc.
("Lehman Brothers") to act as its financial advisor in connection
with the Merger for which it received and may receive substantial
fees as well as reimbursement of reasonable out-of-pocket
expenses. In addition, Washington Mutual has agreed to indemnify
Lehman Brothers and certain persons related to it against certain
liabilities, including certain liabilities under the federal
securities laws, arising out of its engagement. Lehman Brothers
is an investment banking firm that provides a full range of
financial services for institutional and individual clients.
Lehman Brothers does not admit that it or any of its directors,
officers or employees is a "participant" as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934, as
amended, in the solicitation, or that Schedule 14A requires the
disclosure of certain information concerning Lehman Brothers. In
connection with Lehman Brothers' role as financial advisor to
Washington Mutual, Lehman Brothers and the following investment
banking employees of Lehman Brothers may communicate in person,
by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Washington
Mutual and Great Western: Steven B. Wolitzer, Philip R.
Erlanger, Sanjiv Sobti, David J. Kim, Craig P. Sweeney and Daniel
A. Trznadel. In the normal course of its business Lehman
Brothers regularly buys and sells Washington Mutual Securities
and Great Western Securities for its own account and for the
accounts of its customers, which transactions may result from
time to time in Lehman Brothers and its associates having a net
"long" or net "short" position in Washington Mutual Securities,
Great Western Securities or option contracts with other
derivatives in or relating to Washington Mutual Securities or
Great Western Securities. As of March 31, 1997, Lehman Brothers
had positions in Washington Mutual Securities and Great Western
Securities as principal as follows: (i) net "short" 224 of
Washington Mutual's common shares; (ii) net "long" 27,434 shares
of Washington Mutual's 9.12% preferred stock; (iii) net "long"
124,964 shares of Washington Mutual's 7.60% preferred stock; (iv)
net "long" 12,629 of Great Western's common shares; and (v) net
"long" 160,000 shares of Great Western's 8.30% preferred stock.
_____________________________
1 Ratio of tangible common equity to tangible assets
calculated on a consolidated basis. As of December 31,
1996, Ahmanson's consolidated tangible common equity ratio
ranked as the 92nd-lowest out of 93 publicly traded savings
and loan holding companies with assets greater than $1
billion.
2 Calculated by Great Western, based on the following
projections as of December 31, 1997, as publicly disclosed
by Ahmanson: ((1) common equity ($8,405 million) minus (2)
intangibles ($5,259 million)) divided by ((3) assets
($96,082 million) minus (4) tangibles ($5,259 million)).
3 Calculated by Great Western, based on data publicly
disclosed by Ahmanson on March 25, 1997.
4 Calculated by Great Western, based on data publicly
disclosed by Ahmanson on March 25, 1997 and assuming: 1) a
year-end 1999 pro forma consolidated tangible common equity
ratio of 5.19%, and 2) a pre-tax earnings rate on capital
retained of 8.00%.
