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 a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / Definitive additional materials
/x/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
H. F. AHMANSON & COMPANY
(Name of Person(s) Filing Proxy Statement)
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:
(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:
<PAGE>
[Home Savings of America, FSB LOGO] PRESS INFORMATION
PUBLIC RELATIONS * 4900 Rivergrade Road * Irwindale * California 91706
For Immediate Release Contact: Adrian Rodriguez
- --------------------- (818) 814-5169
HOME SAVINGS PRESIDENT STRESSES ECONOMIC IMPORTANCE
OF HAVING A MAJOR LOS ANGELES-BASED
FINANCIAL INSTITUTION
IRWINDALE, Calif., May 9, 1997 -- At a recent meeting of the Los Angeles
Urban Bankers, Home Savings of America President and Chief Operating Officer
Bruce G. Willison stressed the importance to the region of having one of the
nation's 10 largest banking institutions headquartered in Los Angeles.
Citing such recent California bank consolidations and downsizings as have
occurred at Union Bank, Bank of California, American Savings, California Federal
and Great Western, Willison made clear that a region's long-term economic growth
is closely tied to having financial institutions with a vested stake in that
region's long-term development. Evidence of this, he said, can be found in the
impact such bank consolidations have had on the local job market, small business
lending activities, and charitable contributions.
Willison said that Home Savings fully recognizes the constructive role
that it can and should play in contributing to the economic well-being of the
Los Angeles area.
"In the case of Home Savings' $70 billion [community reinvestment]
commitment, we began a dialogue with the Greenlining Coalition about our
intention to be a leader in CRA and community activities before we even made the
decision to combine with Great Western. We were ready to make a public
commitment because we believe in the things that we do to lend in low- and
moderate-income areas, to support affirmative action, to direct a majority of
our charitable contributions to causes for the underprivileged, and to maintain
or increase bank access in the inner city and low-income communities," he said.
-more-
<PAGE>
L.A. Urban Bankers
May 9, 1997
Page 2
Willison said that he believes the relationship between bank management
and community group leaders who have historically used political or regulatory
leverage to bring about community reinvestment commitments, is also changing and
becoming less adversarial.
"The vast majority of the leading community participants in these
discussions are intelligent, rational and wonderfully committed individuals who
seek to have industry, particularly banks and utilities, provide more loans,
services and job opportunities to their constituents," Willison said. "We as a
society are lucky that they care and that they work so hard for what they
believe in. . ."
He said today's bank managers feel strongly about protecting the same
people and the same products and services. He also believes that many major
bank CEOs may be as fiscally conservative as their predecessors a decade ago,
but that they are far more proactive in having their institutions be community
partners in every sense of the phrase and are far more aware that CRA-related
business is good business for everyone.
To this, he said Home Saving is particularly proud of its lending record
in the inner city and of the many community outreach programs it sponsors. He
cited the bank's national award-winning Career Awareness Program (CAP), which
focuses on providing entry-level job skills training and scholarships to inner
city youth, as an example. He also noted the bank's increased focus on internal
diversity enrichment programs as a meaningful way of providing even greater
opportunities for people of color to grow and progress into senior management
positions within Home Savings.
"I do believe that the banking industry has moved from insensitive to hope
to actual programs that are making a difference," Willison concluded.
Home Savings of America is the principal subsidiary of H. F. Ahmanson &
Company (NYSE:AHM), the nation's largest savings institutions with more than $48
billion in assets.
###
SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF") COMMON STOCK
HELD BY H. F. AHMANSON & COMPANY ("AHMANSON"), ITS DIRECTORS AND
EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF
AHMANSON AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF
Ahmanson and certain other persons named below may solicit proxies (a) to elect
three nominees and one or more alternate nominees (the "Nominees") as directors
of GWF at the annual meeting of stockholders of GWF to be held on a date to be
announced (the "Annual Meeting") and (b) in favor of the adoption at the Annual
Meeting of a non-binding stockholder resolution and seven proposals to amend the
By-laws of GWF. Ahmanson and certain other persons named below are also
soliciting consents from stockholders of GWF to approve proposals, without a
stockholders' meeting, to adopt non-binding resolutions of stockholders and
amendments to the By-laws of GWF. The participants in this solicitation may
include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black,
Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan,
Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders,
Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following
executive officers and employees of Ahmanson or its subsidiaries: Kevin M.
Twomey (Senior Executive Vice President and Chief Financial Officer),
Madeleine A. Kleiner (Senior Executive Vice President, Chief Administrative
Officer and General Counsel), Anne-Drue M. Anderson (Executive Vice President
and Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); and the following Nominees: Lawrence A.
Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E.
Merow.
As of May 8, 1997, Ahmanson is the beneficial owner of 3,560,500 shares of GWF
Common Stock. Other than Mr. Gelber, who owns 332 shares of GWF Common Stock,
none of the Nominees is the beneficial owner of any GWF Common Stock.
Other than set forth herein, as of May 8, 1997, neither Ahmanson nor any of its
directors, executive officers or other representatives or employees of Ahmanson,
any Nominees or other persons known to Ahmanson, who may solicit proxies has any
security holdings in GWF. Ahmanson disclaims beneficial ownership of any
securities of GWF held by any pension plan or other employee benefit plan of
Ahmanson or by any affiliate of Ahmanson. Ahmanson further disclaims beneficial
ownership of any securities of GWF held by Ahmanson or any of its subsidiaries
for the benefit of third parties or in customer or fiduciary accounts in the
ordinary course of business.
Although Credit Suisse First Boston Corporation ("CSFB") and Montgomery
Securities ("Montgomery"), financial advisors to Ahmanson, do not admit that
they or any of their directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information concerning CSFB or
Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation.
Each of CSFB and Montgomery 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 respective businesses, each
of CSFB and Montgomery may trade securities of GWF for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of May 8, 1997, CSFB held a net long
position of 1,624 shares of GWF common stock and Montgomery held no shares of
GWF common stock.
Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the
directors or executive officers of Ahmanson, the employees or other
representatives of Ahmanson who may participate in this solicitation or the
Nominees named above has any interest, direct or indirect, by security holdings
or otherwise, in GWF.
