GREAT WESTERN FINANCIAL CORP, PREC14A, 1997-05-14

GREAT WESTERN FINANCIAL CORP
PREC14A, 1997-05-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 14, 1997

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 Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] 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,
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 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:
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PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 14, 1997

[LETTERHEAD OF H. F. AHMANSON & COMPANY]

May , 1997

Dear Great Western Financial Corporation Stockholder:

Both H. F. Ahmanson & Company and Washington Mutual, Inc. have presented
merger proposals to Great Western. On each of the last trading days, the
Ahmanson proposal has had a higher implied market value than the Great Western
proposal. In addition, over the two longer term (one-year and three-year)
periods used by Great Western's own financial advisors, the implied average
market value of the Ahmanson offer has been greater. Moreover, we believe that
a number of other factors, such as market reaction to the two proposals and
credibility of projections, confirm that the Ahmanson proposal will provide
superior value to the Great Western stockholders.

You can preserve your opportunity to receive this greater value from Ahmanson
only if you reject the Washington Mutual merger proposal at the Special Meeting
scheduled by the Great Western Board for June 13. In considering your vote you
should remember that: (i) the Great Western Board entered into discussions with
Washington Mutual, but not with Ahmanson; (ii) the Great Western Board provided
information to Washington Mutual, but not to Ahmanson; (iii) the Great Western
board rejected Ahmanson's proposal for an evaluation of the two proposals by an
independent investment banker; (iv) the Great Western Board has taken numerous
actions to prevent the stockholders from expressing their views; and (v) the
Great Western directors are recipients of an extraordinary program of
preferential loans involving millions of dollars. Are these the actions of a
board committed to the best interests of the Great Western stockholders?

DO NOT SUPPORT THE INFERIOR WASHINGTON MUTUAL PROPOSAL

Ahmanson is offering to acquire Great Western Financial Corporation in a tax-
free exchange of at least 1.10 and as much as 1.20 shares of Ahmanson Common
Stock for each share of Great Western Common Stock. The exact exchange ratio
would be determined by dividing $50 by the average closing price of Ahmanson
Common Stock during the 20 trading days ending on the third trading day prior
to the expiration date of the exchange offer, subject to a minimum ratio of
1.10 (which would apply when such average closing price is $45.45 or above) and
a maximum ratio of 1.20 (which would apply when such average closing price is
$41.67 or below).

Based on the closing price of the Ahmanson Common Stock on May , 1997 ($ )
and assuming the average closing price of the Ahmanson Common Stock during the
averaging period for the exchange offer is equal to such closing price, the
exchange ratio would be and Ahmanson's offer would have an implied market
value of $ per Great Western share. The implied market value of Washington
Mutual's proposal on May , 1997 was $ . On each of the last trading
days, the implied market value of Ahmanson's proposal has exceeded the implied
market value of the proposed merger between Great Western and Washington Mutual
by between % and %. Moreover, under the longer term (one-year and three-
year) periods used by Great Western's own financial advisors, the Ahmanson
proposal has had a greater average market value of 3% and 15%, respectively.
<PAGE>

PRESERVE YOUR OPPORTUNITY TO ACCEPT THE ALTERNATIVE
PROVIDING THE HIGHEST MARKET VALUE--
VOTE AGAINST THE WASHINGTON MUTUAL MERGER

Ahmanson cannot complete its exchange offer if the Great Western stockholders
approve the Washington Mutual merger. Thus, Ahmanson urges you to vote against
the Washington Mutual merger and preserve your opportunity to accept Ahmanson's
exchange offer.

The current Great Western Board can no longer prevent you, the true owners of
Great Western, from expressing your views. We urge you to take advantage of
this opportunity and the higher Ahmanson offer, and vote AGAINST the Washington
Mutual merger by signing, dating and returning the enclosed WHITE proxy card
today.

Sincerely,

/s/ Charles R. Rinehart
_____________________________________
Charles R. Rinehart
Chairman and Chief
Executive Officer
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YOUR PROXY IS IMPORTANT

Only stockholders of record on May 9, 1997 are entitled to vote. Thus:

1. If your shares of Great Western Common Stock are held in your own name,
please mark, sign, date and return the enclosed WHITE proxy card in the
postage-paid envelope provided.

2. If your shares of Great Western Common Stock are held in the name of a
brokerage firm, bank, nominee or other institution, only it can vote with
respect to your shares of Great Western Common Stock and only upon receipt
of your specific instructions. Accordingly, you should contact the person
responsible for your account and give instructions for a WHITE proxy card
to be signed representing the shares of Great Western Common Stock
beneficially owned by you. You are urged to ensure that the record holder
of your shares of Great Western Common Stock marks, signs, dates and
returns the enclosed WHITE proxy card as soon as possible.

3. You are further urged to confirm in writing any instructions given to your
broker or bank and provide a copy of those instructions to H. F. Ahmanson &
Company in care of MacKenzie Partners, Inc. so that Ahmanson may also
attempt to ensure that such instructions are followed.

If you have any questions or require any assistance in completing your proxy
card, please call:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE: (800) 322-2888
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PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 14, 1997

SPECIAL MEETING OF STOCKHOLDERS
OF
GREAT WESTERN FINANCIAL CORPORATION

RELATING TO THE PROPOSED MERGER
WITH WASHINGTON MUTUAL, INC.

----------------

PROXY STATEMENT
OF
H. F. AHMANSON & COMPANY

----------------

INTRODUCTION

This Proxy Statement and the accompanying WHITE proxy card are furnished in
connection with the solicitation of proxies by H. F. Ahmanson & Company
("Ahmanson"), to be used at the Special Meeting of Stockholders of Great
Western Financial Corporation ("Great Western" or "GWF") to be held on Friday,
June 13, 1997 at GWF's Employee Center at 19809 Prairie Street, Chatsworth,
California 91311 at 10:00 a.m. local time, and any adjournments, postponements
or reschedulings thereof (the "Special Meeting").

At the Special Meeting, the holders of record of GWF Common Stock on May 9,
1997, will be voting on whether to approve and adopt the Agreement and Plan of
Merger relating to a proposed merger between GWF and Washington Mutual, Inc.
("Washington Mutual" or "WaMu"). If the Great Western stockholders approve the
GWF/WaMu merger, they will relinquish the opportunity to accept the Ahmanson
exchange offer, which has a higher current market value and, in Ahmanson's
view, provides superior value. HOLDERS OF GWF COMMON STOCK ARE URGED TO MARK,
SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TO VOTE AGAINST THE
PROPOSED GWF/WAMU MERGER IN ORDER FOR AHMANSON'S EXCHANGE OFFER TO PROCEED.

This proxy solicitation is being conducted separately from (i) the
solicitation of written consents from GWF stockholders to various proposals
previously conducted by Ahmanson (the results of which are set forth in Annex
A hereto), (ii) the proxy solicitation in connection with the 1997 Annual
Meeting of Stockholders of GWF currently being conducted by Ahmanson (a
description of which is set forth in Annex B hereto) and (iii) the exchange
offer currently being conducted by Ahmanson (described below).

This proxy statement does not constitute an offer to exchange shares of GWF
Common Stock. Any such offer is only made pursuant to the registration
statement relating to the exchange offer described herein.

BACKGROUND

On February 17, 1997, Ahmanson submitted a written proposal to GWF for a
tax-free merger of the two companies (the "Original Proposal") pursuant to
which each outstanding share of GWF Common Stock (a "GWF Share") would be
converted into 1.05 shares of Ahmanson Common Stock. GWF refused to enter into
any discussions with Ahmanson about the Original Proposal. Instead, on March
6, 1997, GWF announced that it had entered into a merger agreement with WaMu
providing for a tax-free merger pursuant to which each outstanding GWF Share
would be converted into 0.90 shares of WaMu Common Stock. On March 17, 1997,
Ahmanson submitted an enhanced proposal (the "Ahmanson Merger Proposal") to
GWF for a merger of the two companies (the "Proposed Merger") pursuant to
which each outstanding GWF Share would be converted into between 1.10 and 1.20
shares of Ahmanson Common Stock. Although the Ahmanson proposal has
consistently had a higher market value (based on all closing prices since
April 8, 1997) than the WaMu proposal, the GWF Board of Directors has still
refused to engage in any discussions with Ahmanson.

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<PAGE>

On May 12, 1997, Ahmanson announced its intention to commence an offer to GWF
stockholders (the "Exchange Offer"), subject to certain conditions, to exchange
each outstanding GWF Share for between 1.10 and 1.20 shares of Ahmanson Common
Stock, with the exact exchange ratio (the "Exchange Ratio") to be determined by
dividing $50 by the average closing price of Ahmanson Common Stock on the New
York Stock Exchange (the "NYSE") during the 20 trading days ending on the third
trading day prior to the expiration of the Exchange Offer (such 20-day period,
the "Averaging Period"), subject to a minimum ratio of 1.10 (which would apply
when such average closing price is $45.45 or above) and a maximum ratio of 1.20
(which would apply when such average closing price is $41.67 or below). On May
, 1997 (the day the registration statement for the Exchange Offer was declared
effective), Ahmanson commenced the Exchange Offer. Ahmanson would intend,
promptly after consummation of the Exchange Offer, to seek to have GWF
consummate a merger with Ahmanson in which GWF Shares would be converted into
shares of Ahmanson Common Stock at the Exchange Ratio.

Based on the closing price of the Ahmanson Common Stock on May , 1997 (and
assuming the average closing price of the Ahmanson Common Stock on the NYSE
during the Averaging Period is equal to such closing price), the Exchange Ratio
would be and the Exchange Offer would have an implied market value of $
per GWF Share. The implied market value of the WaMu proposal on May , 1997
was $ . On each of the trading days prior to May , 1997, the implied
market value of the Exchange Offer (assuming the average closing price of the
Ahmanson Common Stock on the NYSE during the Averaging Period were equal to its
closing price on each of those trading days) has exceeded the implied market
value of the proposed merger between GWF and WaMu by between % and %.
Moreover, under the two longer term (one-year and three-year) periods used by
GWF's own financial advisors, the Exchange Offer would have a greater average
market value of 3% and 15%, respectively. Changes in the market price of the
Ahmanson Common Stock before the date the GWF Shares are accepted for exchange
would affect the number of shares or the market value of Ahmanson Common Stock
to be received in the Exchange Offer in exchange for GWF Shares.

The following table sets forth the Exchange Ratio and implied market value
per GWF Share that would result from the Exchange Offer over a range of market
prices for Ahmanson Common Stock from $32.00 to $46.00 per share (assuming for
each indicated market price of Ahmanson Common Stock that the average closing
price of Ahmanson Common Stock during the Averaging Period is equal to such
market price):

<TABLE>
<CAPTION>
MARKET PRICE IMPLIED MARKET
PER SHARE OF VALUE OF AHMANSON'S
AHMANSON EXCHANGE PROPOSAL
COMMON STOCK RATIO PER GWF SHARE
------------ -------- -------------------
<S> <C> <C>
$32.00 1.200 $38.40
33.00 1.200 39.60
34.00 1.200 40.80
35.00 1.200 42.00
36.00 1.200 43.20
37.00 1.200 44.40
38.00 1.200 45.60
39.00 1.200 46.80
40.00 1.200 48.00
41.00 1.200 49.20
41.67 1.200 50.00
42.00 1.190 50.00
43.00 1.163 50.00
44.00 1.136 50.00
45.00 1.111 50.00
45.45 1.100 50.00
46.00 1.100 50.60
</TABLE>

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CHOICE BEFORE GWF STOCKHOLDERS

As described above, Ahmanson has presented the stockholders of GWF with a
credible, viable alternative with a higher market value (based on all closing
stock prices since April 8, 1997) than the WaMu proposal. Nevertheless, the
Great Western Board has granted the WaMu proposal highly preferential
treatment, by entering into discussions with WaMu, but not with Ahmanson;
providing information to WaMu, but not to Ahmanson; providing a lock-up to
WaMu; and attacking Ahmanson in the press and before the regulatory agencies.

The Special Meeting gives the Great Western stockholders, the true owners of
Great Western, the opportunity to express their views on the relative merits
of the Ahmanson and WaMu proposals. For the reasons set forth below, we
believe that the Ahmanson proposal provides superior value to the Great
Western Stockholders.

POSITION OF THE GREAT WESTERN BOARD

The Great Western Board has described itself as "committed" to the WaMu
merger. We believe that this commitment has improperly superseded the Board's
obligation to maximize value for its stockholders. Would a board truly
committed to the best interests of its stockholders treat both bidders on
equal terms and encourage both bidders or would it take the following actions
with respect to two competing proposals:

.Negotiate with one bidder, but not the other.

.Provide material information to one bidder, but not the other.

.Seek to block or delay regulatory approvals for one bidder, but not the
other.

.Publicly vilify one bidder in an effort to force it to terminate its bid.

. Take numerous actions to prevent and delay an opportunity for the
stockholders to express their own views.

In addition, the vote for directors enables Great Western stockholders to
send a powerful message on the issue of self-entrenchment. The Great Western
Board has taken the extraordinary action of awarding itself highly
preferential loans averaging well over $1,000,000 per director. Ahmanson
believes that these loans would violate federal law if made from Great Western
Bank rather than from Great Western Financial Corporation.

In addition, the Great Western Board has provided executive management with
costly change in control compensation packages.

COMPARISON OF THE AHMANSON AND WAMU PROPOSALS

Ahmanson believes that its proposal is superior to the proposed GWF-WaMu
merger proposal in virtually every relevant respect:

<TABLE>
<C> <S>
Current Implied Market Values.... The Ahmanson proposal has had a higher
market value on each of the last trading
days (between % and %).
Long-Term Historical Implied
Market Values................... The Ahmanson proposal has had a higher
average implied market value for the longer
term (one-year and three-year) periods used
by GWF's own financial advisers (3% and
15%).
Credibility of Projections....... The WaMu projections have been questioned
by a number of independent analysts; the
Ahmanson projections have not been
questioned.
Comparison of Projections to
Other Transactions.............. Although WaMu has argued that no other
transaction can be relevant with respect to
projections, the WaMu projections in
relation to GWF's net income (130% of GWF's
1996 "core" net income) far exceed those in
any other major transaction.
</TABLE>

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<TABLE>
<C> <S>
Market Position.................. An Ahmanson-GWF entity will have a far
stronger market position in both California
and Florida than a WaMu-GWF entity.
Interest Rate Risk............... Ahmanson believes that its exposure to
interest rate risk is less than WaMu's
exposure.
Market Reaction to the
Announcement of the Merger
Proposal........................ Ahmanson-up 11%; WaMu-down 0.5%.
Ability to Obtain Cost Savings... Ahmanson has substantially greater
geographic overlap, with about twice as
many branches in the same market and
headquarters in close geographic proximity.
Capital Leveraging: Interest Rate
and Credit Risk................. Ahmanson intends to maintain its capital
leverage at current levels through a
repurchase program that has neither credit
nor interest rate risk. WaMu proposes to
leverage its balance sheet with additional
loans, which creates both credit risk and
interest rate risk.
Ownership by GWF Stockholders in
the Combined Entity............. With Ahmanson--60% ; with WaMu--50%.
Goodwill Litigation Claim........ Ahmanson has a claim which GWF's financial
advisers valued, based on the trading price
of securities of another claimant, at $4.36
per share. WaMu has no equivalent claim.
Multiple Integrations Risk....... WaMu will be attempting to grow by 400%
through acquisitions in one year.
</TABLE>

AHMANSON URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY
CARD TO VOTE AGAINST THE GWF/WAMU MERGER.

AHMANSON URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY GWF. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A SUBSEQUENTLY DATED PROXY CARD FOR THE SPECIAL MEETING TO
AHMANSON, C/O MACKENZIE PARTNERS, INC., OR TO THE SECRETARY OF GWF, OR BY
VOTING IN PERSON AT THE SPECIAL MEETING. SEE "PROXY PROCEDURES" BELOW.

GWF has scheduled the Special Meeting for June 13, 1997, with a record date
for shares entitled to vote of May 9, 1997 (the "Record Date"). Stockholders
of record at the close of business on the Record Date will be entitled to one
vote at the Special Meeting for each GWF Share held on the Record Date. As of
the Record Date, there were approximately 137,922,037 GWF Shares issued and
outstanding. Ahmanson holds an aggregate of 3,560,500 GWF Shares, which
represents approximately 2.6% of the GWF Shares outstanding. Ahmanson intends
to vote such GWF Shares against the GWF/WaMu merger.

Pursuant to Delaware law, the affirmative vote of the holders of a majority
of the shares of GWF Common Stock entitled to vote at the Special Meeting is
required to approve the GWF/WaMu merger proposal.

Ahmanson is challenging the validity of the Special Meeting date and the
corresponding record date set by the GWF Board through litigation filed in the
Chancery Court in Delaware and is requesting a Special Meeting date that is at
least six weeks following the certification of the election of the Class II
Directors at the 1997 Annual Meeting of GWF stockholders also scheduled for
June 13, 1997.

----------------

This Proxy Statement and the WHITE Special Meeting proxy card are first
being furnished to GWF stockholders on or about May , 1997. The principal
executive offices of Great Western Financial Corporation are located at 9200
Oakdale Avenue, Chatsworth, California 91311.

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YOUR PROXY IS IMPORTANT

Only stockholders of record on the record date for the Special Meeting are
entitled to vote. Thus:

1. If your shares of Great Western Common Stock are held in your own name,
please mark, sign, date and return the enclosed WHITE proxy card in the
postage-paid envelope provided.

5
<PAGE>

THE AHMANSON EXCHANGE OFFER PROVIDES AN OPPORTUNITY
TO MAXIMIZE STOCKHOLDER VALUE

On a number of occasions prior to 1996, the current and predecessor chief
executive officers of Ahmanson and GWF have informally discussed the
possibility of a merger of the two companies, although no agreements,
arrangements or understandings resulted from such discussions. These
discussions took place against the background of a rapidly changing banking
industry undergoing substantial consolidation, primarily as a result of
increased competition and a need to reduce costs through economies of scale.
In addition, Ahmanson believes that in recent years, the two companies have
been pursuing compatible business strategies. Both Ahmanson and GWF have
initiated a change in focus away from the traditional business of savings
institutions toward consumer banking services and fee-based income. In
addition, both companies have pursued a strategy of branch acquisitions in
selected "core" markets and branch divestitures in non-core markets and have
engaged in active capital management through stock repurchases (GWF suspended
its stock repurchase program upon announcement of its proposed merger with
WaMu).

In light of the foregoing, on February 17, 1997, Charles R. Rinehart,
Chairman of the Board and Chief Executive Officer of Ahmanson, contacted John
F. Maher, President and Chief Executive Officer, of GWF and delivered to him a
written proposal for a tax-free merger of the two companies pursuant to which
each outstanding GWF Share would be converted into 1.05 shares of Ahmanson
Common Stock. GWF did not respond to this proposal and did not hold any
discussions with Ahmanson, but entered into negotiations with WaMu and one
other party. On March 5, 1997, GWF entered into a merger agreement with WaMu
providing for a tax-free merger pursuant to which each outstanding share of
GWF Common Stock would be converted into 0.90 shares of WaMu Common Stock.

On March 17, 1997, Ahmanson submitted the enhanced Ahmanson Merger Proposal.
On May 12, 1997, Ahmanson announced its intention to commence the Exchange
Offer. On May , 1997 (the day the registration statement for the Exchange
Offer was declared effective), Ahmanson commenced the Exchange Offer.

Based on the closing price of the Ahmanson Common Stock on the NYSE on May
, 1997 ($ ), and assuming the average closing price of the Ahmanson Common
Stock on the NYSE during the Averaging Period is equal to such closing price,
the Exchange Ratio would be and the Exchange Offer would have an implied
market value of $ per GWF Share. The implied market value of the WaMu
proposal on May , 1997 was $ . On each of the trading days prior to May
, 1997, the implied market value of the Exchange Offer (assuming the average
closing price of the Ahmanson Common Stock on the NYSE during the Averaging
Period were equal to its closing price on each of those trading days) has
exceeded the implied market value of the proposed merger between GWF and WaMu
by between % and %. Moreover, under the two longer term (one-year and
three-year) periods used by GWF's own financial advisors, the Exchange Offer
would have a greater average market value of 3% and 15%, respectively. Changes
in the market price of Ahmanson Common Stock before the date the GWF shares
would be accepted for exchange would affect the number of shares or the market
value of Ahmanson Common Stock to be received in the Exchange Offer in
exchange for GWF Shares.

Ahmanson believes that a combination with GWF represents a unique and
compelling opportunity to enhance value for stockholders of both Ahmanson and
GWF, allowing the combined company to realize substantial cost savings while
enhancing its competitive position in its major markets, generating enhanced
revenues and providing improved services and products to its customers.
Specifically, Ahmanson believes that a merger of the two companies would (a)
result in accretion to cash earnings per share (i.e., reported earnings before
amortization of intangibles) of 8% in 1998 and 20% in 1999, and accretion to
reported earnings per share of 2% for 1999, (assuming the maximum Exchange
Ratio of 1.20), and accretion to cash earnings per share of 14% in 1998 and
27% in 1999 and accretion to reported earnings per share of 5% in 1999
(assuming the minimum Exchange Ratio of 1.10), (b) allow the combined company
to realize cost savings estimated at approximately $450 million per year
(Ahmanson expects to be able to achieve substantially all of such annual
savings within 15 months after closing the Proposed Merger), (c) enhance the
combined company's competitive position in its major markets in California,
where the combined company would rank third (with about

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<PAGE>

$50 billion in deposits), and in Florida, where the combined company would
rank fifth (with about $10 billion in deposits), (d) generate enhanced
revenues for the combined company of at least $50 million annually by 1998 and
(e) provide additional scale in key business lines (mortgage lending, loan
servicing, consumer and small business lending and investment services). Based
on the advice of Sullivan & Cromwell, special counsel to Ahmanson, as well as
Ahmanson's experience in obtaining approvals for other transactions, Ahmanson
believes that it will be able to obtain the regulatory approvals required for
the Exchange Offer on a timely basis and without imposition of any condition
that would have a material adverse effect on the combined company. Ahmanson
further believes that its projections are more credible than those of WaMu and
that a combined Ahmanson-GWF entity would have a stronger market position in
its core markets (California and Florida) and a lower interest rate risk than
a WaMu-GWF entity. Ahmanson also notes that the initial market reaction to the
announcement of its merger proposal was enthusiastic (an 11% increase in
Ahmanson's market price on the day after announcement) while the reaction to
the WaMu proposal was tepid (a decline of 0.5%).

Ahmanson believes that the GWF Board (who collectively own beneficially less
than 1.5% and appear to actually own less than 0.4% of the GWF Common Stock)
should not deprive GWF's stockholders of the opportunity to consider
Ahmanson's exchange offer along with the proposed GWF/WaMu merger. GWF has
characterized the incumbent GWF directors as "independent". However, all but
one of these directors have very large home mortgage loans from Great Western,
ranging in amount from over $500,000 to almost $2,500,000, at highly
preferential interest rates which represent a discount of approximately one-
third from market rates. Ahmanson believes that these loans would violate
federal law if made from Great Western Bank rather than from Great Western
Financial Corporation.

If GWF's stockholders do not approve the GWF/WaMu merger agreement, Ahmanson
believes that at that point (and in light of the GWF stockholders' ability, if
necessary, to adopt a by-law accelerating the next annual meeting of GWF
stockholders to January 2, 1998 and to elect a majority of the Board of
Directors, including those to be elected at the Annual Meeting, by that date),
the GWF Board would respect the vote of GWF's stockholders and remove the
obstacles it is maintaining to Ahmanson's exchange offer. Ahmanson also
intends to pursue its currently pending litigation in order to remove those
obstacles.

Ahmanson continues to seek to enter into a negotiated merger agreement with
GWF based on the Ahmanson Merger Proposal submitted to the GWF Board on March
17, 1997, which proposed a merger of Ahmanson and GWF pursuant to which GWF
Shares would be converted into shares of Ahmanson Common Stock at an exchange
ratio identical to the Exchange Ratio for the Exchange Offer, except that the
exchange ratio in the Ahmanson Merger Proposal would be determined based on an
average closing price for Ahmanson Common Stock on the 20 trading days
preceding the approval of the proposed merger by the Office of Thrift
Supervision (the "OTS") (rather than 20 trading days ending on the trading day
prior to the Expiration Date, as in the case of the Exchange Offer). Ahmanson
reserves the right to amend the Exchange Offer, including upon entering into a
merger agreement with GWF, or to negotiate a merger agreement with GWF not
involving an exchange offer and pursuant to which Ahmanson would terminate the
Exchange Offer and the GWF Shares would, upon consummation of such merger, be
converted into shares of Ahmanson Common Stock, cash and/or other securities
in such amounts as are negotiated by Ahmanson and GWF. Ahmanson would expect
that any such merger agreement would include conditions to the consummation of
the merger that are substantially the same as the conditions contained in the
GWF/WaMu merger agreement, except that a GWF/Ahmanson merger would not be
conditioned on the qualification of such merger for "pooling of interests"
accounting treatment.

The purpose of this Proxy Statement is to enable the GWF stockholders to
decide for themselves which proposal is superior and to act accordingly.
Ahmanson cannot complete the Exchange Offer if the GWF Stockholders approve
the GWF/WaMu merger agreement. Thus, Ahmanson urges GWF Stockholders to vote
against the GWF/WaMu merger agreement and preserve the opportunity to accept
Ahmanson's Exchange Offer. If stockholders do not approve and adopt the
GWF/WaMu merger agreement, Ahmanson believes the GWF Board will respect the
stockholders' vote, remove the obstacles it is maintaining to the completion
of Ahmanson's Exchange Offer (e.g., the GWF Rights) and allow the Exchange
Offer to proceed.

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<PAGE>

COMPARISON OF THE PROPOSALS

Included in the WaMu Proxy Statement related to the Special Meeting is a
list of the factors considered by the GWF Board as material in selecting
WaMu's proposal over the Ahmanson Merger Proposal. Conspicuously absent from
that list is any consideration of the implied purchase price produced by each
of the two proposals. On all but two days since Ahmanson announced the
Ahmanson Merger Proposal on March 17, 1997, the Ahmanson Merger Proposal has
produced a market value higher than the market value produced by the proposed
GWF/WaMu merger. On May , 1997 (the last trading day prior to the date of
this Proxy Statement) the differential (assuming the average closing price of
the Ahmanson Common Stock during the Averaging Period is equal to the closing
price on that date) amounted to $ per GWF Share, and the aggregate market
value of the Exchange Offer exceeded the aggregate market value of the
proposed GWF/WaMu merger by approximately $ million. Moreover, Ahmanson
believes (based on public filings by GWF) that GWF's asserted reasons for
favoring the WaMu proposal were erroneous in a number of significant respects
and that these reasons do not justify the rejection of the Ahmanson Merger
Proposal with its higher market value.

<TABLE>
<CAPTION>
GWF'S LISTED REASON THE FACTS
------------------- ---------
<C> <S>
1. Capital. Ahmanson's capital Home Savings' capital exceeds the
ratios are too low. standards for qualification as "well
capitalized", the highest regulatory
capital category. The OTS has not found
it necessary to prescribe specific
capital ratios for holding companies, and
Ahmanson's capital levels have not been
criticized by rating agencies or
analysts. WaMu's projected tangible
common equity ratio (which is not a
regulatory ratio, but has been focused on
by GWF) would rank it approximately 397th
out of the 409 publicly traded thrifts
(with data available as of year-end
1996).

2. Presence in California. A A combined Ahmanson-GWF Company would
combined GWF-WaMu would have have a 45% higher market share in
"the same position in California.
California" as a combined
Ahmanson-GWF Company.

3. Banking Initiatives. GWF's By almost every relevant measure--growth
strategy would be "hindered" in consumer loans, commercial loans,
because Ahmanson's efforts to demand deposit accounts, cash management
become more bank-like "lagged" services, and fee income--Ahmanson's
behind those of GWF. efforts have exceeded those of GWF.

4. Significant Acquisition Only one of those acquisitions for which
Experience. WaMu has integration has been completed had assets
"successfully integrated in excess of $750 million ($750 million
numerous significant is less than 2% of the size of GWF). In
acquisitions since 1990." contrast, Ahmanson has had five
acquisitions involving more than $750
million in assets.

5. Technology Incompatibility. Ahmanson has expeditiously and
Ahmanson's ability to obtain successfully integrated a large Hogan
cost savings will be hampered by deposit system (in the First Interstate
technology incompatibility, transaction, which is the deposit system
while WaMu's ability to obtain used by GWF). Ahmanson and GWF use the
cost savings will be advanced by same systems for mortgage servicing and
technology compatibility. consumer lending, and GWF approached
Ahmanson to license Ahmanson's mortgage
origination system. In addition, the
customization of GWF's and WaMu's Hogan
deposit systems reduce compatibility.
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
GWF'S LISTED REASON THE FACTS
------------------- ---------
<C> <S>
6. Net Interest Margin/Interest WaMu's net interest margin has declined
Rate Risk. WaMu's higher net almost 150 basis points since 1992.
interest margin. Because of WaMu's higher percentage of
fixed-rate loans and higher percentage of
funding from wholesale funds, Ahmanson
believes that WaMu's net interest income
is significantly more vulnerable to
interest rate risk than Ahmanson's.

7. Credit Position. WaMu has a One of the two major credit rating
stronger credit position than agencies ranks Ahmanson higher than WaMu.
Ahmanson

8. Different Strategies. GWF and In almost all respects, the strategies of
Ahmanson have pursued different Ahmanson and GWF have been closer than
strategies, while GWF and WaMu the strategies of WaMu and GWF.
have pursued similar strategies.
(i) Capital Management. Both Ahmanson and
GWF implemented major stock buy-back
programs. WaMu asserts that it has not
implemented such a program.

(ii) Geographic Focus. Both Ahmanson and
GWF focused on California and Florida,
states with large populations and major
urban areas. WaMu has not entered Florida
and has made non-core acquisitions in a
number of sparsely populated western
states (e.g., Montana and Idaho).

(iii) Acquisitions. Ahmanson and GWF had
bid on the same acquisition targets
(e.g., First Interstate branch
divestitures and the Home Federal branch
sale). Conversely, neither Ahmanson nor
GWF has bid on acquisition targets on
which WaMu has bid (e.g., American
Savings Bank and acquisitions in Utah,
Montana and Idaho).

(iv) Mortgage Lending: GWF and Ahmanson
retain almost entirely adjustable rate
mortgages. WaMu continues to make and
retain a significant number of fixed-rate
mortgage loans and, through American
Savings Bank, COFI-based mortgage loans.

9. Exposure to Commercial Real WaMu's percentage of commercial real
Estate. Ahmanson has greater estate loans to assets is about three
exposure to commercial real times greater than Ahmanson's percentage.
estate than WaMu.

10. Ahmanson's Stock Buy-Back The analyst community has not been
Program. Concern about the level critical of Ahmanson's buy-back program.
of Ahmanson's stock buy-back Indeed, Ahmanson's strategy has been
program and the impact on widely applauded by the analyst community
leverage. as promoting stockholder value.
Ahmanson's stock buy-back program is a
flexible way to maintain leverage. In
contrast, WaMu will increase its leverage
through aggressive loan expansion ($18
billion in 30 months), with attendant
credit risk, interest rate risk or both.
GWF itself adopted a substantial buy-back
program.
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
GWF'S LISTED REASON THE FACTS
------------------- ---------
<C> <S>
11. Credit Quality. Concern about Based on key indicators, Ahmanson's
Ahmanson's credit quality. credit quality has been improving
sharply. This reflects the ability of
Ahmanson's management to deal with
California's serious economic problems in
the first half of this decade. WaMu's
management has not been tested in a
downward economic cycle. In the 12-month
period ended March 31, 1997, Ahmanson's
nonperforming assets declined 19%, while
WaMu's nonperforming assets increased.

12. Efficiency. WaMu has a better As a result of Ahmanson's focus on cost
efficiency ratio than Ahmanson. reduction, its efficiency ratio in the
two most recent fiscal quarters is equal
to that of WaMu.
</TABLE>

In addition, there is no indication in the public filings that the GWF Board
considered any of the following factors material:

. The higher current market value of Ahmanson's proposal. On all but two
days since Ahmanson announced the Ahmanson Merger Proposal on March 17,
1997, the Ahmanson Merger Proposal has produced a market value higher
than the market value produced by the proposed GWF/WaMu Merger.

. Ahmanson's ability to attain greater cost savings because of the
substantially greater geographic overlap. Ahmanson has twice as many
branches in GWF's market (and vice versa) as WaMu, and the corporate
headquarters of Ahmanson and GWF are 48 miles apart as opposed to the
1,100 mile separation between the corporate headquarters of WaMu and
GWF.

. The far more enthusiastic market response to the announcement of
Ahmanson's Original Proposal than to the announcement of the proposed
GWF/WaMu Merger. Ahmanson's stock price rose 11%; WaMu's stock price
declined 0.5%.

. Ahmanson's lower interest rate risk than WaMu's (which divergence is
likely to be increased by WaMu's projected loan growth). WaMu has
considerably higher dependence on wholesale funding, fixed-rate loans
and COFI-based loans.

. The greater ownership by GWF stockholders in a combined Ahmanson-GWF
company (approximately 60%) than in a combined WaMu-GWF company
(approximately 50%).

. The considerably stronger market position of an Ahmanson-GWF company
than a WaMu-GWF company in Florida.

. The potential value of Ahmanson's goodwill litigation claim (WaMu has no
equivalent claim).

. The potential value of Ahmanson's federal tax claim relating to states
branching rights (WaMu has no equivalent claim).

. Ahmanson's management experience in Florida and consumer finance, where
WaMu has none.

AHMANSON URGES YOU TO VOTE AGAINST THE GWF/WAMU MERGER AGREEMENT AND
PRESERVE YOUR OPPORTUNITY TO ACCEPT AHMANSON'S EXCHANGE OFFER. IF YOU WANT THE
AHMANSON EXCHANGE OFFER TO SUCCEED, VOTE AGAINST THE GWF/WAMU MERGER AGREEMENT
BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY.

10
<PAGE>

PRIOR CONSENT SOLICITATION AND CURRENT
ANNUAL MEETING PROXY SOLICITATION

Prior to the mailing of this Proxy Statement, Ahmanson conducted a
solicitation of written consents from GWF stockholders to various proposals. A
description of these proposals and a summary of the results of the consent
solicitation are set forth in Annex A hereto. Ahmanson is also currently
conducting a separate proxy solicitation from GWF stockholders for the
election of the Ahmanson Nominees as Class II Directors of GWF in addition to
various proposals to amend the current by-laws of GWF. A description of the
proxy solicitation, the Ahmanson Nominees and the proposed By-law amendments
is set forth in Annex B hereto.

OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

Ahmanson is not aware of any other resolutions, matters or proposals to be
brought before the Special Meeting. Should other resolutions, matters or
proposals be brought before the Special Meeting, the persons named on the
WHITE Special Meeting proxy card will abstain from voting on such other
resolutions, matters or proposals unless such other resolutions, matters or
proposals are inconsistent with the effort to vote against the GWF/WaMu
Merger, to elect the Ahmanson Nominees (as set forth in Annex A hereto) and to
adopt the By-law Amendments (as set forth in Annex B hereto) as set forth
herein, in which event such persons will vote on such other resolutions,
matters or proposals at their discretion. When voting on any proposed
adjournment, such persons named as proxies may vote for or against the
proposed adjournment at their discretion.

With respect to any such matters that may be submitted to the GWF
stockholders for a vote, the affirmative vote of the holders of at least a
majority of the GWF Shares represented in person or by proxy at the Special
Meeting and entitled to vote on the particular matter is required, assuming
the presence of a quorum at the Special Meeting. With respect to abstentions,
the GWF Shares will be considered present at the Special Meeting for such
matters, but since they are not affirmative votes for such matters, they will
have the same effect as votes against such matters. With respect to broker
non-votes, the GWF Shares will not be considered present at the Special
Meeting for purposes of voting on the such matters. Consequently, broker non-
votes will not be counted with respect to such matters, but they will have the
practical effect of reducing the number of affirmative votes required to
achieve a majority with respect to such matters by reducing the total number
of GWF Shares from which the majority is calculated.

11
<PAGE>

H. F. AHMANSON & COMPANY

H. F. Ahmanson & Company, a Delaware corporation, conducts its principal
business operations through Home Savings, a federally chartered savings bank.
Although Home Savings has traditionally focused on deposit-taking and
residential real estate lending, Home Savings has changed its focus toward
becoming a full-service consumer and small business bank. Home Savings'
acquisition of 61 First Interstate Bank branches has accelerated Home Savings'
progress toward effecting this change.

At March 31, 1997, Ahmanson had total assets of $49 billion, deposits of $34
billion and stockholders' equity of $2.4 billion. Based on deposits, Ahmanson
was at that time the third largest depository institution in California and
the 19th largest in the United States.

Ahmanson is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements,
reports and other information concerning Ahmanson can be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices in New York, 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60601, and copies of such material can be obtained from such
facilities and the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of such
reports, proxy statements and other information are also available from the
Commission over the Internet at http://www.sec.gov. In addition, such material
can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104, on which certain of Ahmanson's
securities are listed.

H. F. Ahmanson & Company has its principal executive offices at 4900
Rivergrade Road, Irwindale, California 91706, telephone number (818) 960-6311.

Certain information concerning the directors and executive officers of
Ahmanson and certain employees and other representatives of Ahmanson who may
also solicit proxies from stockholders is set forth in Schedule I. Certain
information concerning shares of GWF Common Stock held by Ahmanson, its
directors and executive officers and certain employees and other
representatives of Ahmanson who may also solicit proxies from stockholders,
and certain transactions between any of them and GWF, is set forth in Schedule
II.

PROXY PROCEDURES

In order for your views on the above-described competing merger proposals to
be represented at the Special Meeting, please mark, sign and date the enclosed
WHITE Special Meeting proxy card and return it to Ahmanson, c/o MacKenzie
Partners, Inc., in the enclosed envelope in time to be voted at the Special
Meeting. Execution of the WHITE Special Meeting proxy card will not affect
your right to attend the Special Meeting and to vote in person. Any proxy may
be revoked at any time prior to the Special Meeting by delivering a written
notice of or a later dated proxy for the Special Meeting to Ahmanson or to the
Secretary of GWF, or by voting in person at the particular meeting. Only your
latest dated Proxy for the Special Meeting will count.

Only holders of record as of the close of business on the Record Date will
be entitled to vote at the Special Meeting. If you are a GWF stockholder of
record on the Record Date, you will retain your voting rights for the Special
Meeting even if you sell such GWF Shares after the Record Date. Accordingly,
it is important that you vote the GWF Shares held by you on the Record Date,
or grant a proxy to vote such GWF Shares on the WHITE Special Meeting proxy
card, even if you sell such GWF Shares after the Record Date.

If any of your GWF Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote such
GWF Shares and only upon receipt of your specific instructions. Accordingly,
please contact the person responsible for your account and instruct that
person to execute on your behalf the WHITE Special Meeting proxy card.

12
<PAGE>

OWNERSHIP OF GWF COMMON STOCK

Each share of GWF Common Stock is entitled to one vote, and the GWF Common
Stock is the only class of securities of GWF currently entitled to vote.
According to GWF's Form 10-K for the fiscal year ended December 31, 1996,
there were approximately 9,724 holders of record of shares of GWF Common Stock
as of December 31, 1996, and, according to GWF's Proxy Statement dated May 12,
1997, there were 137,922,037 shares of GWF Common Stock outstanding as of
March 31, 1997. Stockholders of GWF do not have cumulative voting rights.

The following table sets forth the share ownership of (i) all persons who,
as of March 31, 1997, beneficially owned more than 5% of GWF's outstanding
shares of Common Stock known to GWF, as reported in GWF's Proxy Statement for
the Annual Meeting, dated May 12, 1997, (ii) Ahmanson as of the date of this
Proxy Statement, and (iii) all directors and officers of GWF as a group as of
March 31, 1997, as reported in GWF's Proxy Statement for the Annual Meeting,
dated May 12, 1997. There may have been material changes since that date.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK COMMON STOCK
- ------------------------------------ ----------------------- ------------
<S> <C> <C>
Wellington Management Company............ 8,771,730(1) 6.37%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Funds, Inc. ............ 8,236,786(2) 5.98%
100 Vanguard Boulevard
P.O. Box 2600
Malvern, Pennsylvania 19355
H.F. Ahmanson & Company.................. 3,560,500 2.6%
4900 Rivergrade Road
Irwindale, CA 91706
All Directors and Executive Officers as a 2,238,251(3) 1.62%
Group...................................
</TABLE>
- --------
(1) Wellington Management Company ("WMC") has reported that it is an
investment adviser and, as such, is considered beneficial owner in the
aggregate of the shares listed in the table. WMC has declared that it has
shared power to vote 53,902 of the shares and shared dispositive power
over all of the shares shown in the table. The shares shown in the table
for the Vanguard/Windsor Funds, Inc. are also included in the total amount
reported in the table for WMC.
(2) The Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has reported that it
is an investment company and, as such, is considered the beneficial owner
in the aggregate of the shares listed in the table. Vanguard/Windsor has
declared that it has sole power to vote or direct the vote and shared
power to dispose or to direct the disposition of the shares shown in the
table.
(3) The amount in the table includes options to purchase 2,013,991 shares
under employee stock options which are exercisable on or within 60 days of
May 9, 1997, and 1,219 shares held in trust under the Employee Savings
Incentive Plan with respect to which such persons have the right to direct
the vote.

For information relating to the ownership of GWF Shares by the current
directors and officers of GWF, see Schedule III hereto.

Although Ahmanson has included information concerning GWF in this Proxy
Statement (including Schedule III hereto) insofar as it is known or reasonably
available to Ahmanson, Ahmanson is not currently affiliated with GWF and GWF
has not to date permitted access by Ahmanson to GWF's books and records.
Therefore, information concerning GWF which has not been made public is not
available to Ahmanson. Although Ahmanson has no knowledge that would indicate
that statements relating to GWF contained in this Proxy Statement in reliance
upon publicly available information are inaccurate or incomplete, Ahmanson was
not involved in the preparation of such information and statements and, for
the foregoing reasons, is not in a position to verify any such information or
statements.

13
<PAGE>

SOLICITATION OF PROXIES

Proxies will be solicited by mail, telephone, telegraph, telex, telecopier,
advertisement and in person. Solicitation may be made by directors, officers,
investor relations personnel and other regular employees of Ahmanson. No such
employees will receive additional compensation for such solicitation.

Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward the solicitation materials to the beneficial owners of
GWF Common Stock for which they hold of record and Ahmanson will reimburse
them for their reasonable out-of-pocket expenses.

In addition, Ahmanson has retained MacKenzie Partners, Inc. to assist and to
provide advisory services in connection with this Proxy Statement for which
MacKenzie Partners, Inc. will be paid a fee of not more than $250,000 and will
be reimbursed for reasonable out-of-pocket expenses. It is anticipated that
approximately 100 persons will be employed by MacKenzie Partners, Inc. to
solicit proxies. Ahmanson will indemnify MacKenzie Partners, Inc. against
certain liabilities and expenses in connection with the Proxy Statement,
including liabilities under the federal securities laws.

Credit Suisse First Boston Corporation ("CSFB") and Montgomery Securities
("Montgomery Securities") are providing certain financial advisory services to
Ahmanson in connection with, among other things, the Proposed Merger. Ahmanson
has agreed to pay each of CSFB and Montgomery Securities for its financial
advisory services an aggregate financial advisory fee of $9.0 million in the
case of CSFB and $7.0 in the case of Montgomery Securities. The fees are
payable as follows: (i) in the case of CSFB, (a) $1.5 million upon its
engagement, (b) $1.5 million upon public announcement by Ahmanson of its
intention to acquire GWF, (c) $1.5 million upon execution of a definitive
agreement relating to a merger of GWF and Ahmanson and (d) $4.5 million upon
consummation of a merger of GWF and Ahmanson, and (ii) in the case of
Montgomery Securities, (a) $0.5 million upon its engagement, (b) $0.5 million
upon public announcement by Ahmanson of its intention to acquire GWF, (c) $1.5
million upon execution of a definitive agreement relating to a merger of GWF
and Ahmanson and (d) $4.5 million upon consummation of a merger of GWF and
Ahmanson. Ahmanson has also agreed to reimburse each of CSFB and Montgomery
Securities for its reasonable out-of-pocket expenses, including the fees and
expenses of its legal counsel, incurred in furtherance of the financial
advisory services to be provided to Ahmanson in connection with its
engagement, and has agreed to indemnify each of CSFB and Montgomery Securities
and certain related persons and entities against certain liabilities and
expenses in connection with its engagement, including certain liabilities
under the federal securities laws. In connection with CSFB's and Montgomery
Securities' engagement as financial advisors, Ahmanson anticipates that
certain employees of each of CSFB and Montgomery Securities may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders for the purpose of assisting in
the proxy solicitation. CSFB and Montgomery Securities will not receive any
fee for or in connection with such solicitation activities apart from the fees
they are otherwise entitled to receive as described above.

The expenses related directly to the Proxy Statement are expected to
aggregate $1,950,000 and will be borne by Ahmanson. These expenses include any
fees and expenses for attorneys, public relations and financial advisers,
solicitors, advertising, printing, transportation, litigation and other costs
incidental to the solicitation, but exclude costs represented by salaries and
wages of regular employees and officers of Ahmanson and expenses related
primarily to the Proposed Merger. Of the above stated amount, approximately
$300,000 has been spent to date. Ahmanson does not intend to seek
reimbursement of its expenses related to the proxy solicitation from GWF
whether or not the proxy solicitation is successful.

Stockholder proposals will be eligible for consideration for inclusion in
GWF's Proxy Statement for the 1998 Annual Meeting of Stockholders if notice is
provided to the Secretary of GWF no later than 60 days nor more than 90 days
prior to the anniversary date of the 1997 Annual Meeting.

If you have any questions concerning this Proxy Statement or the procedures
to be followed to execute and deliver a proxy, please contact MacKenzie
Partners, Inc. at the address or phone number specified below. YOUR

14
<PAGE>

PROXY AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR PROXY BY
MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD AS SOON
AS POSSIBLE.

H. F. AHMANSON & COMPANY

May [ ], 1997
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
Bankers and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885

15
<PAGE>

ANNEX A

AHMANSON'S PRIOR CONSENT SOLICITATION

Prior to the mailing of this Proxy Statement, Ahmanson conducted a
solicitation of written consents from GWF stockholders to proposals (a) urging
the GWF Board, among other things, to engage in discussions and negotiations
with Ahmanson or any other person making a bona fide and concrete merger
proposal (Consent Proposal 1), (b) urging the GWF Board not to grant excessive
lock-up arrangements that could deter a merger or similar transaction
maximizing stockholder value unless GWF stockholders approve the arrangement
(Consent Proposal 2), (c) requiring GWF to hold its annual meeting of
stockholders on the fourth Tuesday in April in each year, or on a date within
14 days thereof (Consent Proposal 3), (d) preventing the adjournment of any
meeting of stockholders at which a quorum is present unless all business
properly brought has been acted upon by the GWF stockholders (Consent Proposal
4) and (e) preventing the GWF Board from subsequently amending any of the by-
laws adopted pursuant to the Consent Solicitation unless it has the approval
of a majority of the GWF stockholders (Consent Proposal 5). Under the Delaware
General Corporation Law, stockholder action taken by written consent is
effective at the time that valid, unrevoked consents representing the number
of shares required to take the action are delivered to the corporation. Each
of Ahmanson's Consent Proposals required a majority of outstanding GWF Shares
for adoption.

On April 9, 1997, Ahmanson announced that it had delivered to GWF consents
to Consent Proposals 3, 4 and 5 that represented more than the requisite
majority of the outstanding GWF Shares. This announcement was based on
Ahmanson's calculations. The results were not certified at that time, however,
and Ahmanson could not have known with certainty at that time the exact number
of revocations of such consents that might have been delivered directly to GWF
by April 9. The adoption of Consent Proposals 3, 4 and 5 was certified on
April 28, 1997 by CT Corporation, the independent inspectors of election
appointed by GWF. However, in tabulating consents, CT Corporation counted as
valid a consent card representing an inadvertent double vote by a GWF
stockholder (who had requested that CT Corporation not consider the double
vote). Ahmanson had never relied on the double voted shares for its majority
of consents on the three Proposals, and Ahmanson formally requested the
inspectors to recertify the tabulation of consents, excluding any shares that
may have been double counted. On May 5, 1997, CT Corporation re-certified the
adoption of Consent Proposal 3 as of April 9, 1997 and, on May 12, 1997, CT
Corporation re-certified the adoption of Consent Proposals 4 and 5 as of April
10, 1997. GWF filed an action in Delaware court disputing CT Corporation's
original certification of the adoption of Proposals 3, 4 and 5. Although this
action is pending, Ahmanson is confident that GWF's litigation will not
materially affect the certified results on Consent Proposals 3, 4 and 5.

Based on the certified results for Consent Proposal 3, the amendment to the
GWF By-laws requiring GWF to hold the GWF Annual Meeting by May 6, 1997 was
adopted by the holders of a majority of the outstanding GWF Shares on April 9,
1997. On that date, Ahmanson amended its complaint in Delaware court to seek
an order compelling GWF to hold the GWF Annual Meeting in accordance with the
amended By-law adopted by GWF stockholders. On April 11, 1997, GWF announced
that the Annual Meeting would be held on June 13, 1997, with a record date for
stockholders entitled to vote as of May 9, 1997. The meeting date set by GWF
is more than one month after the date required by the new By-law amendment
adopted by GWF stockholders and 21 days after the date on which a Delaware
court may order GWF to hold the Annual Meeting under Delaware law. As result
of the delay in GWF's acknowledgment of the adoption of the new By-law
amendment and GWF's apparent disregard of its original By-law, which required
the GWF Board to call a special stockholders' meeting for the election of
directors to be held as soon as practicable after the designated day (April
22, 1997), Ahmanson believes that it is no longer practicable for GWF to hold
the Annual Meeting on a date meaningfully before June 13. Accordingly,
Ahmanson informed the Delaware Chancery Court on May 8, 1997 that it would no
longer seek to advance the date for the GWF Annual Meeting. Ahmanson is
seeking, however, an injunction requiring a six-week period of time between
the certification of the result of the election of directors at the Annual
Meeting and any special stockholders' meeting called by GWF for the purpose of
approving the proposed GWF/WaMu merger. The Delaware Chancery Court has
scheduled a hearing on Ahmanson's request for injunctive relief for May 30,
1997.

A-1
<PAGE>

On April 11, 1997, Ahmanson announced that it had delivered to GWF consents
to the adoption of Consent Proposal 1 that represented more than the requisite
majority of the outstanding GWF Shares. This announcement was based on
Ahmanson's calculations. The results have not been tabulated or certified by
CT Corporation, however, and Ahmanson could not have known with certainty on
April 11 the exact number of revocations of such consents that might have been
delivered directly to GWF by that date. CT Corporation has stated that it will
officially tabulate consents with respect to Consent Proposal 1 only if GWF
instructs it as to the record date for the stockholders entitled to give
consents or otherwise authorizes CT Corporation to do so. GWF claims that the
record date set by the GWF Board for the Consent Solicitation no longer
applied to Consent Proposal 1 after it was revised by Ahmanson on March 17,
1997 in response to GWF's entering into a merger agreement with WaMu, and GWF
is unwilling to otherwise authorize CT Corporation to tabulate. However, based
on Ahmanson's review of the consent cards and revocations during the challenge
process relating to Consent Proposals 3, 4 and 5, Ahmanson is confident that,
if CT Corporation were permitted to tabulate the results, that tabulation
would show that Consent Proposal 1 was adopted by the requisite majority of
outstanding GWF Shares no later than April 14, 1997 (although probably not on
April 11). Ahmanson filed a complaint in Delaware court on April 14, 1997
which seeks an order declaring that the record date for Consent Proposal 1 was
March 13, 1997 and compelling a tabulation and report of the consents
delivered on Consent Proposal 1. Ahmanson's action is still pending.

Consents representing the number of GWF Shares necessary to adopt Consent
Proposal 2 were never delivered and Ahmanson is no longer soliciting consents.

The full text of each of the Consent Proposals is set forth below:

Consent Proposal 1: Adopt the following non-binding resolution:

"RESOLVED, that the stockholders of Great Western Financial Corporation
("Great Western") urge the Great Western Board of Directors (the "Great
Western Board"), if requested by H. F. Ahmanson & Company ("Ahmanson") or
any other person making a bona fide and concrete merger proposal, to
provide all nonpublic information given to Washington Mutual, Inc. to
Ahmanson or such other person and to participate in discussions and
negotiations with, and consider each and every bona fide and concrete
merger proposal made by, Ahmanson or such other person and otherwise to
facilitate any effort or attempt by Ahmanson or such other person to make
or implement a merger proposal in order to maximize stockholder value.
Furthermore, in evaluating any merger proposal, the Great Western Board
shall take into account the potential that the Great Western Stockholders
will receive a substantial portion of the value of the cost savings
resulting from a merger with Ahmanson or, if applicable, such other
person."

Consent Proposal 2: Adopt the following non-binding resolution:

"RESOLVED, that the stockholders of Great Western Financial Corporation
("Great Western") urge the Great Western Board of Directors (the "Great
Western Board") not to grant, without the prior approval of a majority of
the stockholders of Great Western having voting power, third party break-up
fees, stock options, "crown jewel" options or other lock-up arrangements in
connection with an "Acquisition Transaction" as hereinafter defined, unless
such agreement contains a provision ensuring that the aggregate value of
all such break-up fees, stock options, "crown jewel" options and other
lock-up arrangements can never exceed $100,000,000; "Acquisition
Transaction" means any merger, consolidation or similar transaction
involving, or any purchase of all or any substantial portion of the assets,
deposits or any equity securities of, Great Western or any of its
subsidiaries."

Consent Proposal 3: Amend Section 2 of the By-laws of GWF by replacing the
first sentence thereof with the following sentence:

"The annual meeting of the stockholders of the Corporation shall be held on
the fourth Tuesday in April in each year, or on a date within 14 days
thereof, at such time and place, within or without the State of Delaware,
as may be specified in the notice thereof, as shall be fixed by the Board
of Directors, for the purpose of electing directors and for the transaction
of only such other business as is properly brought before such meeting in
accordance with these by-laws."

A-2
<PAGE>

Consent Proposal 4: Amend Section 6 of the By-laws of GWF by replacing the
first sentence thereof with the following three sentences:

"The holders of a majority of the stock of the Corporation having voting
power present in person or by proxy shall constitute a quorum. In the event
a quorum is not present, the presiding officer at the meeting or the
stockholders present, although less than a quorum, shall have the power to
adjourn or postpone such meeting from time to time without notice. In the
event that a quorum is present, the presiding officer shall not take any
action to adjourn such meeting until all business properly brought before
such meeting has been acted upon by the stockholders of the Corporation."

Consent Proposal 5: Amend the By-laws of GWF by adding a new Section 25
thereto which reads in its entirety as follows:

"Section 25. Neither this Section 25 nor any of the By-law provisions added
or changed by consent of stockholders as contemplated by the Consent
Statement dated March 3, 1997, provided by H. F. Ahmanson & Company, may be
amended or repealed without the affirmative vote of the holders of a
majority of the stock of the Corporation having voting power."

A-3
<PAGE>

ANNEX B

ELECTION OF AHMANSON NOMINEES AS CLASS II DIRECTORS OF GWF

Ahmanson announced on February 18, 1997 (the same day it announced the
Original Proposal) that it had determined to nominate three individuals (the
"Ahmanson Nominees"), each of the Ahmanson Nominees, none of whom is a
director, officer or employee of Ahmanson, and each of whom has committed that
they will act on behalf of all of the Great Western stockholders and not at
the direction of Ahmanson.

A second slate of nominees, proposed by the incumbent Great Western
directors (all but one of whom have substantial loans at preferential rates
from Great Western), is committed to a proposed merger with Washington Mutual
and refuses to engage in discussions with or provide information to Ahmanson.
They take this position despite the fact that Ahmanson made a proposal with a
higher market value (based on all closing stock prices since April 8, 1997)
than the Washington Mutual proposal. GWF has characterized the incumbent GWF
directors as "independent". However, all but one of these directors have very
large home mortgage loans from Great Western, ranging in amount from over
$500,000 to almost $2,500,000, at highly preferential interest rates which
represent a discount of approximately one-third from market rates. Ahmanson
believes that these loans would violate federal law if made from Great Western
Bank rather than from Great Western Financial Corporation.

The Ahmanson Nominees have agreed that as directors they will act "on behalf
of all of the stockholders of [GWF] . . . and will in no way be controlled by
or acting at the direction of Ahmanson." Ahmanson has agreed to make a
contribution of $15,000 to charity on behalf of each Ahmanson Nominee and has
agreed to indemnify the Ahmanson Nominees. They have committed to seek to
convince the other GWF directors to pursue merger proposals with a view to
maximizing stockholder value. In particular, the Ahmanson Nominees have
committed to seek to convince the other GWF directors to consider the Ahmanson
Merger Proposal and all other bona fide and concrete proposals to merge with
GWF and, subject to their fiduciary duties, actively pursue the proposal that
they conclude maximizes value for GWF's stockholders. Any such proposal would,
of course, then be subject, among other things, to stockholder and regulatory
approval.

In light of the agreement of the Ahmanson Nominees to act on behalf of all
of the GWF stockholders and the fiduciary duties that they will owe to GWF
stockholders, Ahmanson would expect that the Ahmanson Nominees (a) would
support the conduct of negotiations and discussions with any company that
makes a bona fide proposal and support whichever proposal provides the best
value to GWF stockholders, whether that proposal is made by WaMu, Ahmanson or
a third party, and (b) would support the solicitation of offers by other
parties if they determine that doing so is in the best interests of the GWF
stockholders and would support the removal of any barriers to a sale that are
likely to reduce the value to be received by the GWF stockholders. Any such
actions to be taken by the Ahmanson Nominees would be subject to the
provisions of the GWF/WaMu Merger Agreement, which require that certain
actions to facilitate merger proposals from third parties be taken only after
a determination by the GWF Board that the failure to take such actions would
create a reasonable possibility of a breach of its fiduciary duties.

If the Ahmanson Nominees are elected, the Ahmanson Nominees will constitute
a minority of the eleven member GWF Board and, therefore, the Ahmanson
Nominees would not, without the support of other members of the GWF Board, be
able to take action to terminate the GWF/WaMu Merger Agreement or to cause GWF
to enter into a merger agreement with Ahmanson or any other third party or
remove any barriers to consummation of the Exchange Offer. If adopted,
however, the Ahmanson By-law Amendments would, among other things, ensure that
the Ahmanson Nominees are consulted on certain actions by the GWF Board that
could make a merger with or an acquisition of GWF more difficult or more
expensive or would favor one potential acquirer over another. The Ahmanson
Nominees will, however, attempt to persuade the board to treat all merger
proposals on the same basis if they believe that such an approach maximizes
stockholder value.

Ahmanson's nomination of three, rather than four, nominees for the four
directorships to be filled at the Annual Meeting is intended to avoid a
presumption of control under regulations of the OTS. Under those

B-1
<PAGE>

regulations, Ahmanson would generally not be permitted to obtain proxies
representing 25% or more of the outstanding GWF Shares to elect one-third or
more of the directors on the GWF Board without obtaining prior OTS approval or
a rebuttal of a control presumption under OTS regulations.

The Ahmanson Nominees are listed below and have furnished the following
information concerning their principal occupations or employment and certain
other matters. Each Ahmanson Nominee, if elected, would hold office until the
2000 Annual Meeting of Stockholders and until a successor has been elected and
qualified or until the earlier of his death, resignation or removal. Should
GWF purport to increase the number of directors to be elected at the Annual
Meeting, it is the current intention of Ahmanson to propose additional
nominees for such directorships. In that event, Ahmanson would promptly
supplement this Proxy Statement to provide additional information regarding
those nominees in order to give GWF stockholders the maximum possible time to
consider such nominations, although the length of time between any prompt
updating of this Proxy Statement for the purposes of the Annual Meeting may in
certain circumstances be beyond Ahmanson's control.

AHMANSON NOMINEES FOR CLASS II DIRECTORS:

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
-------------------------- ---------------------------------------------
<C> <S>
Lawrence A. Del Santo, 63...... Mr. Del Santo is currently retired. From 1994
1115 Busch Garden Court until his retirement in 1997, Mr. Del Santo
Pasadena, CA 91105 was Chairman and Chief Executive Officer of
The Vons Companies, Inc. Previously, he was
Chairman and Chief Executive Officer of Lucky
Stores ("Lucky") and after the American
Stores Company acquisition of Lucky, he
became Senior Executive Vice President and
Chief Operating Officer--Food for American
Stores Company in 1993. He currently serves
on the board of directors of California
Business Roundtable, Los Angeles Area Chamber
of Commerce, Food Marketing Institute,
Criminal Justice Legal Foundation, Los
Angeles Business Advisors and Super Valu
Stores, Inc. Additionally, he is a member of
the Board of Trustees of the University of
San Francisco and the Tomas Rivera Center.
Robert T. Gelber, 61........... Mr. Gelber is currently retired. Before his
Gibson, Dunn & Crutcher LLP retirement, Mr. Gelber was a partner at
333 South Grand Avenue Gibson, Dunn & Crutcher LLP, where he was co-
Los Angeles, CA 90071 head of the firm's Financial Institutions
Practice Group. Mr. Gelber joined Gibson,
Dunn & Crutcher LLP in 1960 after graduation
from Harvard Law School.
Wolfgang Schoellkopf, 64....... Mr. Schoellkopf is currently retired. From
800 Fifth Avenue 1990 until his retirement in 1996, Mr.
New York, NY 10021 Schoellkopf was Vice Chairman and Chief
Financial Officer of First Fidelity
Bancorporation. Mr. Schoellkopf currently
serves on the boards of directors of Great
Lakes Reinsurance Corporation, the Inner-City
Scholarship Fund and Marymount University.
</TABLE>

Ahmanson has agreed to make a cash contribution of $15,000 on behalf of each
Ahmanson Nominee to a charitable organization designated by each Ahmanson
Nominee for agreeing to be named as a nominee and agreeing to stand for
election as a director of GWF and has agreed to reimburse each Ahmanson
Nominee for out-of-pocket expenses incurred in connection with the proxy
solicitation. In addition, Ahmanson has agreed, without regard to any actual
or alleged fault on the part of the Ahmanson Nominee, to hold harmless and
indemnify each Ahmanson Nominee, to the fullest extent permitted by applicable
law, from and against any and all expenses, liabilities, damages or losses of
any kind arising out of or relating to any threatened or filed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of GWF), asserted against or incurred
by the Ahmanson Nominee as a result of such Ahmanson Nominee's involvement in
the proxy solicitation or such Ahmanson Nominee's role as a director of GWF
(except to the extent such Ahmanson Nominee is covered in full by GWF's
indemnification obligations); provided, however,

B-2
<PAGE>

that such indemnification and expense reimbursement shall not apply to any
actions or omissions to act by the Ahmanson Nominee after the date 20 days
after the Ahmanson Nominee has been notified that Ahmanson has abandoned the
Ahmanson Merger Proposal. In addition, it is anticipated that each Ahmanson
Nominee, if elected, would be entitled to receive director's fees consistent
with GWF's past practices. According to GWF's Proxy Statement, dated May 12,
1997, for the Annual Meeting, non-employee directors of GWF are paid an annual
retainer for board service of $25,000, and an attendance fee of $1,800 and
$1,000 for each board and committee meeting attended, respectively. Directors
are also reimbursed for any expenses incurred in connection with attendance at
regular or special meetings of the board or any of its committees.

None of the Ahmanson Nominees is a director, officer or employee of Ahmanson
or has any contractual relationship with Ahmanson other than his nominee
agreement with Ahmanson, which is described above. Except as disclosed in this
Proxy Statement, to the best knowledge of Ahmanson, none of the Ahmanson
Nominees or their associates have any arrangement or understandings with any
person (1) with respect to any future employment by GWF or its affiliates or
(2) with respect to future transactions to which GWF or any of its affiliates
will or may be a party, nor any material interest, direct or indirect, in any
transaction that has occurred since January 1, 1996 or any currently proposed
transaction, or series of similar transactions, in which GWF or any of its
affiliates was or is to be a party and in which the amount involved exceeds
$60,000. Certain Ahmanson Nominees may also be directors or officers of other
companies and organizations that have engaged in transactions with GWF or its
subsidiaries in the ordinary course of business since January 1, 1996, but
Ahmanson believes that the interest of such Ahmanson Nominees in such
transactions is not of material significance. Mr. Gelber receives retirement
benefits from Gibson, Dunn & Crutcher LLP, the amount of which is dependent on
that firm's net income. Gibson, Dunn & Crutcher LLP has represented Ahmanson
from time to time in various matters. None of the Ahmanson Nominees has any
other interest in any transactions with Ahmanson or its affiliates. In light
of the agreement of the Ahmanson Nominees to act on behalf of all of the GWF
stockholders and the fiduciary duties that they will owe to GWF stockholders,
Ahmanson would expect that the Ahmanson Nominees (a) would support the conduct
of negotiations and discussions with any company that makes a bona fide
proposal and support whichever proposal provides the best value to GWF
stockholders, whether that proposal is made by WaMu, Ahmanson or a third
party, and (b) would support the solicitation of offers by other parties if
they determine that doing so is in the best interests of the GWF stockholders
and would support the removal of any barriers to a sale that are likely to
reduce the value to be received by the GWF stockholders. All such actions
would be taken by the Ahmanson Nominees as permitted by, and in accordance
with, the GWF/WaMu merger agreement as discussed above.

Elections of directors at the Annual Meeting require the affirmative vote of
a majority of the GWF Shares represented in person or by proxy at the meeting
and entitled to vote on the election of directors, assuming a quorum is
present or otherwise represented at the Annual Meeting. Thus, assuming a
quorum is present, the four nominees receiving the greatest number of votes
will be elected to serve as Class II Directors. Non-voted shares with respect
to the election of directors will not affect the outcome of the election of
directors.

PROPOSED BY-LAW AMENDMENTS FOR THE GWF ANNUAL MEETING

Ahmanson is soliciting proxies for the Annual Meeting of Stockholders in
support of the Ahmanson By-law amendments which are intended to ensure that
the Ahmanson Merger Proposal is dealt with fairly and in accordance with sound
principles of corporate governance and that the views of the GWF stockholders
and the Ahmanson Nominees are considered by the entire GWF Board. The text of
each of the Ahmanson By-law Amendments and a summary of its effect is set
forth below.

Amendment 1. Amend Section 3 of the By-laws of GWF by adding to the end
thereof the following paragraph:

"In addition, a special meeting of the stockholders of the Corporation shall
be called by the Secretary upon the written request, stating the purpose of
the meeting and the meeting date, of stockholders who together own

B-3
<PAGE>

of record 10% or more of the stock of the Corporation having voting power. The
notice shall be mailed by the Secretary within 20 days following receipt of
such request. If the Secretary fails to call the special meeting and mail the
notice as required by the preceding sentence, a person designated by the
stockholders requesting the meeting shall have the power to call the special
meeting and mail such notice. At a special meeting called at the request of
stockholders, the meeting shall be presided over by a person designated by the
stockholders calling the meeting."

Amendment 1 would amend GWF's By-laws to allow holders of 10% of the GWF
Shares to call special meetings and provide that the designee of the
stockholders calling the meeting presides at the meeting. The calling of a
special meeting by stockholders could cause GWF to incur certain expenses and
administrative burdens that it would not otherwise incur under its existing
corporate governance arrangements, but Ahmanson believes that, in light of
GWF's refusal to deal evenhandedly with the Ahmanson Merger Proposal despite
the majority support of the GWF stockholders for a stockholder resolution
urging it to do so, the potential benefit to stockholders of increasing the
opportunities to express their views outweighs such burdens.

Amendment 2. Amend Section 12 of the By-laws of GWF by adding to the end
thereof (or, if Amendment 3 described below is adopted, by adding as the
penultimate paragraph) the following paragraph:

"No person may be chosen by the directors of the Corporation to fill any
vacancy on the board of directors, whether arising through death, resignation
or removal of a director, or through an increase in the number of directors of
any class, if such person was previously nominated as a director and lost in
an election by the stockholders of the Corporation."

Amendment 2 would amend GWF's By-laws to prohibit the GWF Board from filling
any vacancy on the GWF Board with any person who was previously nominated as a
Director and lost in an election. The effect of Amendment 2 is to prevent the
GWF Board from reinstalling a person whom the stockholders have affirmatively
voted out of office or not elected. Ahmanson recognizes that a vote for one
director-nominee is not necessarily intended as a vote against the alternative
nominee. However, this proposal would prevent the entrenchment of directors
who, although they may be qualified to serve as directors, have failed to
obtain the requisite support of stockholders.

Amendment 3. Amend Section 12 of the By-laws of GWF by adding to the end
thereof the following paragraph:

"Any slate of directors elected in opposition to the recommendation of the
incumbent board of directors shall be represented on an executive committee of
the board of directors of the Corporation, if one is created, or on any other
committee of the board that exercises powers that are currently or would
normally be exercised by such a committee or only by the full board, including
the power to review any merger proposal."

Amendment 3 would amend GWF's By-laws to ensure that, if any Ahmanson
Nominees are elected, at least one Ahmanson Nominee would be represented on an
executive committee of the GWF Board, if one is created, or on any other
committee of the GWF Board that exercises powers that are currently or would
normally be exercised by an executive committee or only by the full GWF Board,
including the power to review any merger proposal. The effect of Amendment 3
would be to prevent an executive or similar committee of the GWF Board from
taking actions without the knowledge of or input from an Ahmanson Nominee.
Ahmanson does recognize, however, that the intentional failure on the part of
one or more members of the board of directors of a corporation to provide
information to certain other members of the board could, under certain
circumstances, constitute a breach of fiduciary duty to the stockholders.

Amendment 4. Amend Section 13 of the By-laws of GWF by inserting immediately
after the second sentence thereof the following two sentences:

"Notwithstanding the foregoing sentence, if any of the following actions are
to be considered by the board of directors at a meeting, notice must be given
which notice must specify that such actions are to be considered

B-4
<PAGE>

and set forth appropriate details with respect thereto: any "Acquisition
Transaction" as hereinafter defined, amendment of the Rights Agreement
referred to in Section 24, adoption of any similar rights agreement, amendment
of the By-laws, or any other action that would preclude or make more expensive
or more difficult a merger with or acquisition of the Corporation by any
person that has made a bona fide proposal to merge with or acquire the
Corporation or that would favor one potential acquiror of the Corporation over
another acquiror. "Acquisition Transaction" means any merger, consolidation or
similar transaction involving, or any purchase of all of or any substantial
portion of the assets, deposits or any equity securities of, the Corporation
or any of its subsidiaries."

Amendment 4 would amend GWF's By-laws to provide that certain matters (e.g.,
acquisition transactions, amendment of the Rights Agreement, adoption of any
similar rights agreement, amendment of the By-laws, or any other action that
would preclude or make more expensive or more difficult a merger with or an
acquisition of GWF by any person that has made a bona fide and concrete
proposal to merge with or acquire GWF or would favor one potential acquirer
over another) can only be acted on by the GWF Board if those matters are
specifically described (with appropriate details) in a notice which must be
given for the GWF Board meeting. The effect of Amendment 4 would provide the
Ahmanson Nominees with advance notice of such actions. Because the Ahmanson
Nominees will have fiduciary duties to all stockholders, this does not mean
that Ahmanson will be privy to such information. This advance notice will
enable the Ahmanson Nominees to act in a prepared manner and receive any
necessary independent advice.

Amendment 5. Amend Section 25 of the By-laws of GWF by adding to the end
thereof the following sentence:

"In addition, none of the By-law provisions added or changed by vote of
stockholders at the 1997 annual meeting of stockholders of this Corporation
may be amended or repealed without the affirmative vote of the holders of a
majority of the stock of the Corporation having voting power."

Amendment 5 would amend GWF's By-laws to prevent the GWF Board from
subsequently amending any of the Ahmanson By-law Amendments adopted at the
1997 Annual Meeting of Stockholders unless it has the approval of a majority
vote of the GWF stockholders. The effect of Amendment 5 would ensure that the
GWF Board cannot circumvent the will of the stockholders by subsequently
amending or modifying the adopted Ahmanson By-law Amendments.

If the GWF Board and GWF stockholders approve the Proposed Merger and it is
consummated, Ahmanson expects that the by-laws of the combined company would
be the current by-laws of Ahmanson. Those by-laws do not contain the
provisions proposed by Amendments 1 through 5 above.

Adoption of the Ahmanson By-law Amendments requires the affirmative vote of
the holders of a majority of the GWF Shares represented in person or by proxy
and entitled to vote on the matter, assuming the presence of a quorum at the
Annual Meeting. With respect to abstentions, the GWF Shares will be considered
present at the Annual Meeting, but since they are not affirmative votes for
the Ahmanson By-law Amendments, they will have the same effect as votes
against the Ahmanson By-law Amendments. With respect to broker non-votes, the
GWF Shares will not be considered present at the Annual Meeting for purposes
of voting on the Ahmanson By-law Amendments. Consequently, broker non-votes
will not be counted with respect to the Ahmanson By-law Amendments, but they
will have the practical effect of reducing the number of affirmative votes
required to achieve a majority with respect to the Ahmanson By-law Amendments
by reducing the total number of GWF Shares from which the majority is
calculated.

B-5
<PAGE>

SCHEDULE I

INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF AHMANSON
AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
AHMANSON WHO MAY ALSO SOLICIT PROXIES

The following table sets forth the name, principal business address and the
present office or other principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is carried on, of the directors and executive officers
of Ahmanson and certain employees and other representatives of Ahmanson who
may also solicit proxies from stockholders of GWF. The Ahmanson Nominees may
also solicit proxies from stockholders of GWF.

DIRECTORS, EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
AHMANSON

<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<C> <S>
Byron Allumbaugh............... Retired Chairman of the Board of Ralphs
620 Newport Center Drive Grocery Company, a Los Angeles-based
Suite 1100 supermarket company; director of El Paso
Newport Beach, CA 92660 Natural Gas Company and Ultramar Corp.
Harold A. Black................ James F. Smith Professor of Financial
Department of Finance Institutions at the College of Business
431 Stokely Management Center Administration at the University of
University of Tennessee, Tennessee, Knoxville
Knoxville
Knoxville, TN 37996
Richard M. Bressler............ Retired Chairman of the Board of Plum Creek
El Paso Natural Gas Company Management Company, a manufacturer of lumber
999 Third Avenue, Suite 2300 and wood products, and retired Chairman of
Seattle, WA 98104 the Board of El Paso Natural Gas Company, a
natural resources company; director of
General Mills, Inc. and Rockwell
International Corporation
David R. Carpenter............. Retired Chairman and Chief Executive Officer
The Darcy Company of Transamerica Occidental Life Insurance
3400 Riverside Drive Company and Executive Vice President of the
Burbank, CA 91505 parent company, Transamerica Corporation;
Chairman of UniHealth; director of PacifiCare
Phillip D. Matthews............ Chairman of the Board of Wolverine World
Matthews, Mullaney & Company Wide, Inc., a NYSE footwear company; Chairman
70 South Lake Avenue, Suite 630 and part owner of Reliable Company; director
Pasadena, CA 91101 of Bell Sports and Panda Management Company
Richard L. Nolan............... MBA Class of 1942 Professor of Business
Graduate School of Business Administration at the Graduate School of
Administration Harvard Business Administration at Harvard
University University; director of Xcellenet Inc.
Baker West 181
Soldiers Field
Boston, MA 02163
Delia M. Reyes................. President and Chief Executive Officer of
Reyes Consulting Group Reyes Consulting Group, a market research and
14677 Midway Road, Suite 201 consulting firm
Dallas, TX 75244
</TABLE>

I-1
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<C> <S>
Charles R. Rinehart............ Chairman of the Board and Chief Executive
4900 Rivergrade Road Officer of Ahmanson; Chairman of the Board
Irwindale, CA 91706 and Chief Executive Officer of Home Savings
of America, FSB
Frank M. Sanchez............... Owner and operator of eight McDonald's
5234 Via San Delano #1 franchises; director of the Los Angeles
Los Angeles, CA 90022 Chamber of Commerce, the Los Angeles Amateur
Athletic Foundation, and California State
University at Los Angeles foundation
Elizabeth A. Sanders........... Business consultant; director of Flagstar
P.O. Box 14 Companies Inc., Wal-Mart Stores, Inc. and
Sutter Creek, CA 95685 Wolverine World Wide, Inc.
Arthur W. Schmutz.............. Retired partner of Gibson, Dunn & Crutcher
Gibson, Dunn & Crutcher LLP LLP, a law firm; director of Ducommun
333 South Grand Avenue, Suite Incorporated
4550
Los Angeles, CA 90071
William D. Schulte............. Retired Vice Chairman of KPMG Peat Marwick
KPMG Peat Marwick LLP LLP, a firm of independent certified public
725 South Figueroa Street, accountants; director of Santa Anita
Suite 2900 Operating Company, Santa Anita Realty
Los Angeles, CA 90017 Enterprises, Inc. and Vastar Resources, Inc.
Bruce G. Willison.............. President and Chief Operating Officer of
4900 Rivergrade Road Ahmanson and Home Savings of America, FSB
Irwindale, CA 91706
Kevin M. Twomey................ Senior Executive Vice President and Chief
4900 Rivergrade Road Financial Officer of Ahmanson and Vice
Irwindale, CA 91706 Chairman and Chief Financial Officer of Home
Savings of America, FSB
Madeleine A. Kleiner........... Senior Executive Vice President, Chief
4900 Rivergrade Road Administrative Officer, General Counsel and
Irwindale, CA 91706 Secretary of Ahmanson and Senior Executive
Vice President, Chief Administrative Officer
and General Counsel of Home Savings of
America, FSB
Anne-Drue M. Anderson.......... Executive Vice President and Treasurer of
4900 Rivergrade Road Ahmanson and Home Savings of America, FSB
Irwindale, CA 91706
E. Nancy Markle................ Executive Vice President of Ahmanson and Home
4900 Rivergrade Road Savings of America, FSB
Irwindale, CA 91706
George Miranda................. First Vice President and Principal Accounting
4900 Rivergrade Road Officer of Ahmanson and Home Savings of
Irwindale, CA 91706 America, FSB
Stephen Swartz................. Senior Vice President and Director of
4900 Rivergrade Road Investor Relations of Ahmanson
Irwindale, CA 91706
</TABLE>

I-2
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<C> <S>
Eric Warmstein................... Senior Vice President and Director of
4900 Rivergrade Road Corporate Development of Ahmanson
Irwindale, CA 91706
H. Rodgin Cohen.................. Partner, Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Credit Suisse First Boston
Corporation
11 Madison Avenue
New York, NY 10010
Michael E. Martin............... Managing Director
Oliver P. Sarkozy............... Director
Eric 24 Clark................... Associate
Credit Suisse First Boston
Corporation
333 Grand Avenue, Suite 2200
Los Angeles, CA 90071
Mark S. Maron................... Managing Director
Andrew C. Rosenburgh............ Vice President
Brian J. Cullen................. Analyst
Montgomery Securities
600 Montgomery Street
San Francisco, CA 94111
Dick Fredericks................. Senior Managing Director
Alan Rothenberg................. Senior Consultant
Robert Huret.................... Senior Consultant
William Pan..................... Associate
</TABLE>

I-3
<PAGE>

SCHEDULE II

SHARES OF GWF COMMON STOCK HELD BY AHMANSON, ITS
DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES AND
OTHER REPRESENTATIVES OF AHMANSON WHO MAY ALSO SOLICIT PROXIES,
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF

As of May 9, 1997, Ahmanson is the beneficial owner of 3,560,500 shares of
GWF Common Stock. In the two years prior to the date of this Proxy Statement,
Ahmanson has made the following purchases of GWF Common Stock:

<TABLE>
<S> <C>
February 15, 1997........................................ 100 shares
February 18, 1997........................................ 100 shares
March 7, 1997............................................ 60,000 shares
March 10, 1997........................................... 127,800 shares
March 11, 1997........................................... 78,700 shares
March 12, 1997........................................... 233,300 shares
March 13, 1997........................................... 1,257,800 shares
March 13, 1997........................................... 587,000 shares
March 26, 1997........................................... 439,300 shares
March 27, 1997........................................... 350,000 shares
April 21, 1997........................................... 92,700 shares
April 22, 1997........................................... 117,800 shares
April 23, 1997........................................... 76,000 shares
April 24, 1997........................................... 59,500 shares
April 25, 1997........................................... 70,400 shares
April 28, 1997........................................... 10,000 shares
</TABLE>

Ahmanson sold no shares of GWF Common Stock during such period. No part of
the purchase price or market value of any of the shares described in this
paragraph was represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such shares. However, Ahmanson issued an
aggregate of $180 million of its Medium Term Notes in March 1997, the proceeds
of which were used, in part, to replenish working capital deployed in
Ahmanson's purchases of GWF Common Stock. Ahmanson does not beneficially own
any other shares of GWF Common Stock. Other than Mr. Gelber, who owns 332
shares of GWF Common Stock (purchased on July 23, 1996), none of the Ahmanson
Nominees is the beneficial owner of any GWF Common Stock.

Each of CSFB and Montgomery Securities 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 business,
CSFB and Montgomery Securities may trade securities of GWF for their own
account and the accounts of their customers and, accordingly, may at any time
hold a long or short position in such securities. As of May , 1997, CSFB held
a net [long/short] position of shares and Montgomery Securities held no
shares of GWF Common Stock. Additionally, in the normal course of their
business, CSFB and Montgomery Securities finance their securities positions by
bank and other borrowings and repurchase and securities borrowing
transactions. To the knowledge of Ahmanson, none of such borrowings were
intended specifically for the purpose of purchasing securities of GWF. Neither
CSFB nor Montgomery Securities admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined in Schedule
14A promulgated under the Exchange Act by the Commission, in the solicitation
to which this Proxy Statement relates or that such Schedule 14A requires the
disclosure in this Proxy Statement of certain information concerning CSFB and
Montgomery Securities.

In addition to the fees to be received by CSFB and Montgomery Securities in
connection with their engagement as financial advisors to Ahmanson described
in this Proxy Statement, CSFB has rendered various

II-1
<PAGE>

investment banking and financial advisory services for Ahmanson for which it
has received customary compensation.

Except as disclosed in this Proxy Statement, none of Ahmanson, the directors
or executive officers of Ahmanson or the employees or other representatives of
Ahmanson named in Schedule I owns any securities of GWF or any subsidiary of
GWF, beneficially or of record, has purchased or sold any such securities
within the past two years or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to such
securities. Except as disclosed in this Proxy Statement, to the best knowledge
of Ahmanson, its directors or executive officers and the employees and other
representatives of Ahmanson named in Schedule I, none of their associates
beneficially owns, directly or indirectly, any securities of GWF.

Except as disclosed in this Proxy Statement, none of Ahmanson, its directors
or executive officers of Ahmanson or the employees or other representatives of
Ahmanson named in Schedule I, or, to their best knowledge, their associates
has any arrangement or understanding with any person (1) with respect to any
future employment by GWF or its affiliates or (2) with respect to future
transactions to which GWF or any of its affiliates will or may be a party, nor
any material interest, direct or indirect, in any transaction that has
occurred since January 1, 1996 or any currently proposed transaction, or
series of similar transactions, in which GWF or any of its affiliates was or
is to be a party and in which the amount involved exceeds $60,000. Certain
directors and executive officers of Ahmanson and/or its associates may also be
directors or officers of other companies and organizations that have engaged
in transactions with Ahmanson or its subsidiaries in the ordinary course of
business since January 1, 1996, but Ahmanson believes that the interest of
such persons in such transactions is not of material significance.

II-2
<PAGE>

SCHEDULE III

SHARES OF GWF HELD BY
DIRECTORS, EXECUTIVE OFFICERS AND NOMINEES OF GWF

The following table sets forth as of March 31, 1997 the number of shares of
GWF Common Stock beneficially owned by each director, nominee, the chief
executive officer and each of the four other most highly compensated executive
officers of GWF. The information contained in the table is derived from
information contained in GWF's Proxy Statement for the Annual Meeting dated
May 12, 1997 and Form 10-K/A dated May 9, 1997.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OUTSTANDING
OF SHARES COMMON
NAME OF BENEFICIAL OWNER OF COMMON STOCK STOCK
------------------------ -------------------- -----------
<S> <C> <C>
David Alexander................................ 22,675(2) (1)
H. Frederick Christie.......................... 26,250(2) (1)
Charles D. Miller.............................. 30,460(3) (1)
Stephen E. Frank............................... 10,750(4) (1)
Firmin A. Gryp................................. 103,644(2)(5) (1)
Enrique Hernandez, Jr.......................... 9,250(4) (1)
James F. Montgomery............................ 680,488(6) (1)
Alberta E. Siegel.............................. 25,000(2) (1)
Willis B. Wood, Jr............................. 16,750(7) (1)
John V. Giovenco............................... 41,250(2) (1)
Bradford M. Freeman............................ 20,000 (1)
John F. Maher.................................. 611,762(8) (1)
J. Lance Erikson............................... 119,959(9) (1)
Carl F. Geuther................................ 220,350(10) (1)
Michael M. Pappas.............................. 249,525(11) (1)
A. William Schenck, III........................ 68,288(12) (1)
</TABLE>
- --------
(1) Certain executive officers and directors share with their spouses voting
and investment powers with respect to these shares. The percentage of
shares beneficially owned by any executive officer or director does not
exceed one percent of the GWF Common Stock.
(2) Includes 21,250 shares subject to options granted to this Director under
the 1988 Stock Option and Incentive Plan (the "1988 Incentive Plan") which
are exercisable within 60 days of May 9, 1997.
(3) Includes 18,750 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of May 9,
1997.
(4) Includes 8,750 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of May 9,
1997.
(5) Includes 112 shares held by the Trustee under the Employee Savings
Incentive Plan.
(6) Includes 570,600 shares subject to options exercisable within 60 days of
May 9, 1997 and 945 shares held by the Trustee under the Employee Savings
Incentive Plan.
(7) Includes 16,250 shares subject to options granted this Director under the
1988 Incentive Plan which are exercisable within 60 days of May 9, 1997.
(8) Includes 396,137 shares subject to options exercisable within 60 days of
May 9, 1997 and 25 shares held by the Trustee under the Employee Savings
Incentive Plan.
(9) Includes 99,010 shares subject to options exercisable within 60 days of
May 9, 1997 and 112 shares held by the Trustee under the Employee Savings
Incentive Plan.
(10) Includes 179,845 shares subject to options exercisable within 60 days of
May 9, 1997.
(11) Includes 172,500 shares subject to options exercisable within 60 days of
May 9, 1997.
(12) Includes 49,762 shares subject to options exercisable within 60 days of
May 9, 1997.

III-1
<PAGE>

PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED MAY 14, 1997

[FORM OF PROXY CARD--WHITE]

GREAT WESTERN FINANCIAL CORPORATION

PROXY SOLICITED BY H. F. AHMANSON & COMPANY
FOR GREAT WESTERN FINANCIAL CORPORATION SPECIAL MEETING

The undersigned, a holder of record of shares of common stock, par value
$1.00 per share ("Common Stock"), of Great Western Financial Corporation
("GWF") acknowledges receipt of the Proxy Statement of H. F. Ahmanson &
Company ("Ahmanson") dated May , 1997, and the undersigned revokes all prior
proxies delivered in connection with the GWF Special Meeting to approve the
GWF/WaMu merger agreement and appoints and , or each of them, proxies
for the undersigned to vote all shares of Common Stock of GWF which the
undersigned would be entitled to vote at the Special Meeting of Stockholders
and any adjournments, postponements or reschedulings thereof, and instructs
said proxies to vote as follows:

1. To approve and adopt the Agreement and Plan of Merger, dated as of March 5,
1997, by and among Washington Mutual, Inc., New American Capital, Inc., a
wholly owned subsidiary of Washington Mutual, Inc., and Great Western
Financial Corporation and the transactions contemplated thereby.

[_] AGAINST [_] FOR [_] ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS,
POSTPONEMENTS OR RESCHEDULINGS THEREOF ON BEHALF OF THE UNDERSIGNED.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL REVOKE ANY PRIOR PROXY DELIVERED IN
CONNECTION WITH THE GWF/WAMU MERGER AGREEMENT REFERRED TO IN (1) ABOVE
PROVIDED YOU HAVE SIGNED AND DATED THIS PROXY CARD.

Dated: ________________________, 1997

-------------------------------------
Signature of Stockholder (Title, if
any)

-------------------------------------
Signature of Stockholder (if held
jointly)

Please sign exactly as your name or
names appear hereon. If shares are
held jointly, each stockholder
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If a
corporation, please sign in full
corporate name by president or
authorized officers. If a
partnership, please sign in
partnership name by authorized
person.

PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.