SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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{_} Preliminary Proxy Statement
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14a-6(e)(2))
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GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[Newspaper Advertisement]
TO GREAT WESTERN STOCKHOLDERS:
CHECK IT OUT . . . [CHECKMARK]
GREAT WESTERN/WASHINGTON MUTUAL -- THE SUPERIOR COMBINATION IN
EVERY WAY
<TABLE>
<S> <C> <C>
H. F. AHMANSON WASHINGTON MUTUAL
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[Graphic: Box] STOCKHOLDER RETURN(1) [Graphic: Box
with checkmark]
* Ahmanson's total * Washington Mutual has
stockholder return in a superior record of
the 1990s has been only financial performance and
165%. of delivering value. Its
cumulative TOTAL RETURN
TO STOCKHOLDERS IN THE
1990S HAS BEEN OVER 600%
-- more than 31/2 times
that of Ahmanson.
[Graphic: Box] DIVIDEND HISTORY [Graphic: Box
with checkmark]
* Ahmanson has not * Washington Mutual has
increased its dividend increased its dividend
since 1987. over the past seven
consecutive quarters and
every year since 1990.
DURING THE PAST FIVE
YEARS, WASHINGTON MUTUAL
HAS INCREASED ITS
DIVIDENDS AN AVERAGE OF
29% PER YEAR.(2)
[Graphic: Box] CAPITAL STRENGTH [Graphic: Box
Tangible common with checkmark]
* At December 31, equity ratio (the * At December 31, 1996,
1996, Ahmanson's 3.31% higher the better) Washington Mutual had a
consolidated tangible ratio of tangible common
common equity ratio was equity to tangible assets
one of the lowest among of 4.83%--A STRONGER
major savings and loan CAPITAL POSITION--that
holding companies. will allow Washington
Mutual to take advantage
* Ahmanson's $3.2 of future growth
billion planned share opportunities. Washington
repurchases plus common Mutual's financial
stock dividends from strategy is predicated on
the beginning of the capital retention and
fourth quarter of 1997 growth.
through 1999 total
nearly 180% of
cumulative net income
to common stock during
the same period.(3) As
a result, Ahmanson's
pro forma capital
position would continue
to be weak.
[Graphic: Box] INTEGRATION RISK [Graphic: Box
with checkmark]
* An Ahmanson/Great * Washington Mutual
Western combination shares common information
would mean a difficult systems with Great
and time consuming Western, which should
integration process. greatly facilitate the
Ahmanson uses an integration of the two
information system companies' operations
which is outdated, and and the achievement of
not compatible with cost savings and
Great Western's. This operating efficiencies
could increase the at a minimal cost and
difficulty and cost of on a timely basis.
implementing the
technology conversion
in a reasonable time.
[Graphic: Box] TRACK RECORD [Graphic: Box
with checkmark]
* Ahmanson's current * Washington Mutual's
management team, many management has a proven
members of which have record of achieving cost
been hired by Ahmanson savings, operating
only within the past efficiencies and revenue
several years, has enhancements in connection
limited its focus to with the integration of
branch acquisitions and acquired companies.
divestitures. Washington Mutual's
current management team
has consummated more than
20 acquisitions,
including both in-market
and out-of-market
acquisitions of banks and
thrifts of varying size.
[Graphic: Box] TIMING [Graphic: Box
with checkmark]
* By asking the Court * Washington Mutual and
to artificially delay Great Western have a
the vote on the definitive merger
Washington Mutual agreement. With
merger until six weeks stockholders voting on
after the vote at the June 13 and regulatory
June 13 Annual Meeting approvals expected by
is certified, Ahmanson late June or early July,
is effectively seeking THE MERGER COULD CLOSE
to delay your LESS THAN 2 MONTHS FROM
opportunity to vote on NOW.
the merger until late
summer, and maybe until
after Labor Day.
</TABLE>
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1 Source: Bloomberg Financial Markets. Total stockholder return
assumes reinvestment of dividends. Applicable period is through
March 31, 1997.
2 For the period December 31, 1991 through December 31, 1996.
3 Calculated by Great Western, based on data publicly disclosed by
Ahmanson on March 25, 1997.
[Great Western Logo]
May 21, 1997
PROTECT YOUR INVESTMENT. VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-440-8800.
