As filed with the Securities and Exchange Commission on May 28, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Amendment No. 6
To
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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GREAT WESTERN
FINANCIAL CORPORATION
(Name of Subject Company)
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Person Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Including the accompanying Preferred Stock Purchase Rights)
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
-----------------------------
J. Lance Erikson, Esq.
Executive Vice President, Secretary and General Counsel
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
(818) 775-3411
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
-----------------------------
Copy to:
Peter Allan Atkins, Esq.
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 through Amendment No. 5 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 36: Newspaper Advertisement, dated May 28, 1997.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GREAT WESTERN FINANCIAL CORPORATION
By: /s/ J. Lance Erikson
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel
Dated: May 28, 1997
Exhibit 36
[Newspaper Advertisement]
To All Great Western Stockholders:
AFTER 100 DAYS
THE END IS IN SIGHT
In mid-February, H. F. Ahmanson & Company made an unsolicited proposal to
acquire Great Western Financial Corporation. Your Board responded by
finding a superior merger with Washington Mutual, Inc. Now, 100 days later,
the end is in sight. With your vote and the receipt of regulatory
approvals, which are expected shortly, you can be in a position to RECEIVE
YOUR WASHINGTON MUTUAL SHARES BY EARLY JULY.
o On June 13 -- in just 16 days -- you will have the opportunity
to vote on and approve Great Western's strategic merger with
Washington Mutual.
o Both companies continue to move forward toward consummating
the merger. Our joint proxy statement/prospectus has been sent
to stockholders -- and GREAT WESTERN AND WASHINGTON MUTUAL ARE
ON A FAST TRACK TOWARD DELIVERING TO STOCKHOLDERS THE BENEFITS
OF THE MERGER.
o On May 20, the Office of Thrift Supervision declared that
Washington Mutual's application to acquire Great Western was
informationally complete. THIS IS YET ANOTHER IMPORTANT STEP
TOWARD REGULATORY APPROVAL, WHICH WE EXPECT BY LATE JUNE OR
EARLY JULY.
o After the merger closes, it is anticipated that Washington
Mutual would integrate the two companies quickly and begin to
achieve the expected cost savings, operating efficiencies and
revenue enhancements. WASHINGTON MUTUAL HAS A LONG TRACK RECORD
OF SUCCESSFULLY INTEGRATING BOTH IN-MARKET AND OUT-OF-MARKET
ACQUISITIONS OF BANKS AND THRIFTS OF VARYING SIZES.
Remember, Ahmanson has gone to Court in an effort to prevent you from
voting on the merger on June 13. IF AHMANSON HAD ITS WAY, THE MERGER VOTE
WOULD BE DELAYED UNTIL LATE SUMMER -- POSSIBLY UNTIL AFTER LABOR DAY -- and
your opportunity to receive your Washington Mutual shares in the merger
could be delayed for MONTHS!
PROTECT YOUR INVESTMENT.
VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
GREAT WESTERN/WASHINGTON MUTUAL--
SUPERIOR MERGER . . . SUPERIOR PARTNER . . . SUPERIOR VALUE
[Great Western logo]
May 28, 1997
IMPORTANT
If you have any questions, please call our solicitor, GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-449-9800.
