SCHEDULE 14A INFORMATION
Revocation Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_}Preliminary Proxy Statement (Revocation of Consent Statement)
{_}Definitive Proxy Statement (Revocation of Consent Statement)
{_}Definitive Additional Materials
{X}Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as specified in its charter)
GREAT WESTERN FINANCIAL CORPORATION
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(Name of person(s) filing proxy statement)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
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0-11.
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(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: _______________________________
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fee was paid previously. Identify the previous filing by registra-
tion statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid: ___________________________________________
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IMMEDIATE RELEASE
FEBRUARY 25, 1997
Contact: Ian Campbell (818) 775-3773
Charlie Coleman (818) 775-3766
GREAT WESTERN POSTPONES ANNUAL MEETING
CHATSWORTH, Calif. Great Western Financial Corpo-
ration (NYSE: GWF) today announced that, in light of
recent and ongoing events, it has postponed its Annual
Meeting of Shareholders that was scheduled to occur on
April 22, 1997. A new date for the Annual Meeting has
not yet been set.
John Maher, Great Western's President and Chief
Executive Officer, said "We don't want our shareholders
put in a position of having to make important decisions
without the benefit of all information they need." Great
Western stated that its Board of Directors and manage-
ment, with the assistance of Great Western's legal and
financial advisors, is continuing to review the Ahmanson
proposal and related matters.
Great Western also announced the adoption of a
broad-based change-in-control severance plan for the
benefit of its employees. Maher said "We have a fine
organization, fine products and outstanding employees.
The severance plan is designed to help our employees stay
focused on what they do best -- providing the best prod-
ucts and services to our customers."
Great Western further stated that it will oppose
Ahmanson's previously announced consent solicitation.
Great Western stated that the proposals are intended to
limit Great Western's options and are not in the best
interests of Great Western and its shareholders.
With assets of $42.9 billion, Great Western Finan-
cial Corporation is a diversified financial services
company operating more than 1,150 mortgage lending,
retail banking, and consumer finance offices nationwide.
Great Western's principal subsidiary, Great Western Bank,
is a mortgage-oriented consumer bank with banking branch
networks in California and Florida.
Great Western and certain other persons named below
may be deemed to be participants in the solicitation of
revocations of consents in response to Ahmanson's consent
solicitation. The participants in this solicitation may
include the directors of Great Western (James F. Montgom-
ery, John F. Maher, Dr. David Alexander, H. Frederick
Christie, Stephen E. Frank, John V. Giovenco, Firmin A.
Gryp, Enrique Hernandez, Jr., Charles D. Miller, Dr.
Alberta E. Siegel and Willis B. Wood, Jr.); the following
executive officers of Great Western: J. Lance Erikson
(Executive Vice President, Secretary and General Coun-
sel), Carl F. Geuther (Vice Chairman and Chief Financial
Officer), Michael M. Pappas (Vice Chairman and President,
Consumer Finance Division), A. William Schenck III (Vice
Chairman), Ray W. Sims (Executive Vice President), and
Jaynie M. Studenmund (Executive Vice President); and the
following other members of management of Great Western:
Stephen F. Adams (First Vice President, Associate General
Counsel and Assistant Secretary), Bruce F. Antenberg
(Senior Vice President-Finance, Treasurer and Assistant
Secretary), Barry R. Barkley (Senior Vice President and
Controller), Ian D. Campbell (Senior Vice President),
Charles Coleman (Vice President, Great Western Bank),
Allen D. Meadows (Senior Vice President, Great Western
Bank), and John A. Trotter (First Vice President, Great
Western Bank).
As of the date of this communication, James F.
Montgomery and John F. Maher beneficially owned 605,488
shares and 611,762 shares of Great Western common stock,
respectively (including shares subject to stock options
exercisable within 60 days). The remaining participants
do not individually, or in the aggregate, beneficially
own in excess of 1% of Great Western's equity securities.
