<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-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)(4) 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:
-------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
H. F. AHMANSON & COMPANY
APRIL 1997
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THIS PRESENTATION CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT
TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON
REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED;
(C) AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES
EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD
LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES:
(1) EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR
REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED
MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL
CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER
NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING
BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY
CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE
ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL
RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY
AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION, ("COMMISSION"), INCLUDING
A REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18,
1997, AS AMENDED, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN.
2
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WHO WE ARE
STARTING WITH A GREAT LOAN AND DEPOSIT FRANCHISE, STRONG
CAPITAL, AND TERRIFIC PEOPLE, WE ARE ADVANCING:
. TO STRONG CORE PROFITABILITY
- FROM A HISTORY OF LACKLUSTER RESULTS
. TO A FULL-SERVICE CONSUMER BANK
- FROM A TRADITIONAL S&L
. OUR COMMITMENT TO INCREASING SHAREHOLDER VALUE
- FROM A FOCUS ON SIZE AND GEOGRAPHIC SPREAD
3
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WHO WE ARE
A CONSUMER BANK
<TABLE>
<S> <C>
. ASSETS $49.9 BILLION
. DEPOSITS $34.8 BILLION
. LOANS $46.1 BILLION
. SHAREHOLDERS' EQUITY $ 2.4 BILLION
. # OF FINANCIAL SERVICE
CENTERS / STATES 391 / 4
. # OF LOAN OFFICES / STATES 125 / 9
. MORTGAGE SERVICING $59 BILLION
</TABLE>
4
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WHO WE ARE
SIGNIFICANTLY IMPROVED RETURNS
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CASH RETURN ON ASSETS
[GRAPH APPEARS HERE]
<S> <C> <C> <C> <C> <C>
4Q96
Quarters: 1Q96 2Q96 3Q96 4Q96 (Reported)
0.53% 0.58% 0.62% 0.78% 0.73%
</TABLE>
<TABLE>
<CAPTION>
CASH RETURN ON EQUITY
[GRAPH APPEARS HERE]
<S> <C> <C> <C> <C> <C>
4Q96
Quarters: 1Q96 2Q96 3Q96 4Q96 (Reported)
9.6% 10.8% 11.6% 16.6% 14.7%
</TABLE>
- ------------------
3Q96 excludes SAIF recap and First Interstate branch acquisition charges
5
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
FINANCIAL GOALS:
ROE - 18%
Efficiency Ratio - below 50%
EPS Growth
Capital - "well capitalized"
6
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
. ENHANCING SHAREHOLDER VALUE
- LOWER CREDIT COSTS
- HIGHER FEE INCOME
- EXPENSE CONTROL
- CAPITAL MANAGEMENT
- FRANCHISE CONSOLIDATION AND DEVELOPMENT
7
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
OTHER FEE INCOME
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96
Other Fee Income
($ in Millions): $27 $27 $31 $34 $44
</TABLE>
8
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
G&A
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96
G&A
($ in Millions): $199 $193 $190 $190 $188
</TABLE>
9
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
EFFICIENCY RATIO
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Quarters: 1995 1Q96 2Q96 3Q96* 4Q96 QTD-FEB
Efficiency Ratio: 58.9% 53.8% 52.8% 53.1% 49.5% 48.1%
</TABLE>
*3Q96 excludes SAIF recap and FIB acquisition charges.
10
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
CREDIT COSTS
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96
Credit Costs ($ in
Millions): $63 $72 $61 $61 $57
</TABLE>
(Provision + REO)
11
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NONPERFORMING ASSETS
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
12/95 3/96 6/96 9/96 12/96 1/97 2/97
Nonperforming Assets
($ in Millions): $949 $977 $954 $898 $846 $842 $831
</TABLE>
NPAs dropped by $194 million or 19% from their February 1996 peak.
12
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
RESIDENTIAL 1-4 FAMILY
NON-PERFORMING LOANS
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
-----------------------------------------------------
($ in Millions): |Cumulative decline since February 1996: $163 million|
-----------------------------------------------------
1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 29 $ 29 $(21) $(26) $(19) $(11) $(22) $(19) $(10) $(13) $ (8) $ (2) $(1) $(11)
</TABLE>
13
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
RESIDENTIAL 1-4 FAMILY
REO
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
-----------------------------------------------------
($ in Millions): |Cumulative increase since February 1996: $14 million|
-----------------------------------------------------
1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 6 $ (1) $ (3) $ 8 $ 11 $ 6 $ 7 $ 7 $ 5 $ (1) $ (12) $ (13) $ (0.3) $ (1)
</TABLE>
14
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
CUSTOMER INFORMATION
<TABLE>
<CAPTION>
1995 1996 % Change
---- ---- --------
<S> <C> <C> <C>
Households 1.2 million 1.4 million 17%
Accounts with debit cards 45,000 317,000 604%
Checking accounts 650,000 893,000 37%
</TABLE>
15
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
PERSONAL FINANCIAL SERVICES
TRANSACTIONS
<TABLE>
<CAPTION>
(in millions)
4Q94 4Q95 4Q96 Jan-97
# % # % # % # %
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Branch 27.3 68 24.1 63 28.7 54 9.4 53
- --------------------------------------------------------------------------
ATM 16 16 18 18
Debit 1 1 3 3
Phone 15 20 24 25
Online - - 1 1
- --------------------------------------------------------------------------
Non-branch 13.1 32 14.4 37 24.2 46 8.2 47
- --------------------------------------------------------------------------
Total 40.4 38.5 52.9 17.6
</TABLE>
16
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
STOCK BUYBACK PROGRAMS
3RD STOCK BUYBACK PROGRAM
- -------------------------
AUTHORIZED: NOV. 15, 1996
AMOUNT: $250 MILLION
TOTAL STOCK BUYBACKS
- --------------------
AUTHORIZED TO DATE:
COMMON STOCK $650 MILLION
PREFERRED STOCK $175 MILLION
------------
$825 MILLION
17
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
COMMON STOCK
BUYBACK ACTIVITY
<TABLE>
<CAPTION>
# Shares Average
(millions) Price Paid
---------- ----------
<S> <C> <C>
Through Dec. 31, 1996 17.0 $26.11
YTD - February 1997 2.2 $35.06
Programs to date 19.2 $27.11
Remaining authorized $131 million
</TABLE>
18
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
1996 FOURTH QUARTER NET INCOME
PERCENT INCREASE FROM 1995
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
<S> <C> <C>
Dollars Fully-Diluted EPS
%: 50% 85%
</TABLE>
Stock buyback and preferred redemption cause reported EPS growth to outpace net
income increase.
19
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
DEPOSIT FRANCHISE CONSOLIDATION /*/
BOUGHT LOW, SOLD HIGH
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Deposits Bought/Sold
(Dollars in Billions) Deposit Premium
<S> <C> <C>
Bought: $ 6.8 2.9%
Sold: $12.7 7.1%
</TABLE>
- ----------------
/(*)/ June 1992 - Present, excluding acquisition of 61 former First
Interstate branches.
20
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
. BANKING FRANCHISE ACQUIRED
- ACQUIRED 61 FORMER FIRST INTERSTATE BRANCHES IN 1996
* ACCRETIVE TO 4Q 1996 RESULTS
* STRENGTHENED CONSUMER AND SMALL BUSINESS BANKING
* SUCCESSFUL CONVERSION
* ACHIEVED COST SAVINGS
* ADDED IMPORTANT NEW CAPABILITIES
21
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
BENEFITS OF FRANCHISE BUILDING
. MARKET POWER WHERE WE WANT TO BE
. FOCUS
. EFFICIENCY
. DEFINITION OF CONSUMER BANKING STRATEGY
. ADDITIONAL CAPITAL AND STOCK BUYBACK
22
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
DECAFFEINATING:
NON-COFI LOANS IN ESCROW
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/31/95 12/31/96
-------- --------
<S> <C> <C>
44% 86%
</TABLE>
23
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
CONSUMER LOANS FUNDED
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Quarters: 1Q96 2Q96 3Q96 4Q96
------- ------- ------ -------
<S> <C> <C> <C> <C>
($ in millions): $17 $52 $71 $131
</TABLE>
24
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
BUSINESS BANKING
. LARGE, PROFITABLE AND UNDERSERVED SEGMENT
. FULLY UTILIZES EXISTING DISTRIBUTION SYSTEM
. LEVERAGES STRONG LOYALTY AND NAME RECOGNITION
. ROA POTENTIAL
. JUMP START WITH FIB ACQUISITION
. IN PROCESS OF ROLLOUT TO ENTIRE CALIFORNIA FRANCHISE
25
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
INVESTMENT PRODUCTS
AVERAGE DAILY CORE SALES
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1995 1996 QTD-FEB
---- ---- -------
<S> <C> <C> <C>
($ in millions): $0.6 $2.2 $3.4
</TABLE>
26
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
H.F. AHMANSON & CO.
ENHANCED MERGER PROPOSAL FOR
GREAT WESTERN FINANCIAL
27
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
FEATURES OF PROPOSED OFFER
Exchange Ratio: . 1.20x when AHM stock price is below $41.67
. Floating to provide value of $50.00 to GWF
stockholders when AHM is between $41.67
and $45.45
. Exchange ratio of 1.10x when AHM is greater
than $45.45
Determination of . The exchange ratio will be fixed based on the
Final Exchange average AHM stock price for the 20 trading
Ratio: days prior to receipt of OTS approval or
through whatever mechanism is agreed upon
in a definitive agreement with GWF
28
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
EXCHANGE RATIO ANALYSIS
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
AHM GWF EXCHANGE
STOCK PRICE SHARE VALUE RATIO
============= ===================== =================
<S> <C> <C>
$40.00 $48.00 1.200x
41.00 49.20 1.200
41.67 50.00 1.200
42.00 50.00 1.190
43.00 50.00 1.163
44.00 50.00 1.136
45.00 50.00 1.111
45.45 50.00 1.100
46.00 50.60 1.100
47.00 51.70 1.100
48.00 52.80 1.100
49.00 53.90 1.100
50.00 55.00 1.100
</TABLE>
Current Value of AHM Offer: $43.65
29
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ASSUMPTIONS FOR
REVISED FINANCIAL RESULTS
- REVISED AHM AND GWF STANDALONE EARNINGS ESTIMATES
- COST SAVINGS INCREASED BY $50 MILLION TO $454 MILLION
* GWF G&A BASE LARGER THAN ORIGINAL ANALYSIS
_ REVENUE ENHANCEMENTS OF $50 MILLION ASSUMED
* NET INTEREST INCOME FROM CONSUMER LENDING AND BUSINESS BANKING
* FEE INCOME FROM RETAIL DEPOSITS, CASH MANAGEMENT AND INVESTMENT SALES
- CREDIT RESERVE DECREASED BY $50 MILLION TO $100 MILLION BASED ON WAMU
DUE DILIGENCE AND GREAT WESTERN CONCURRENCE
- RESTRUCTURING RESERVE CONSERVATIVELY INCREASED TO $454 MILLION (100% OF
COST SAVES)
30
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
IMPACT ON AHM STOCKHOLDERS
<TABLE>
<CAPTION>
Updated Case /(1,2)/
--------------------------
<S> <C> <C> <C>
AHM Stock Price $45.50 $40.25 $36.38
Exchange Ratio 1.10x 1.20x 1.20x
Reported EPS $ 3.27 $ 3.14 $ 3.24
1998E 4.11 3.94 4.05
1999E
Cash EPS
1998E $ 4.22 $ 4.01 $ 4.01
1999E 5.16 4.89 4.89
</TABLE>
(1) Adjusted AHM and GWF standalone earnings models revised to reflect current
street estimates and information provided in WAMU presentation and GWF 10-K.
In addition, a $195 million pre-tax "break up" fee has been added in
addition to a $50 million reduction in the credit reserve.
(2) Adjusted to reflect impact of $100 million in additional pre-tax synergies
by 1999 and higher restructuring reserve.
31
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
IMPACT ON ACCRETION / (DILUTION) /(1)/
<TABLE>
<CAPTION>
% Accretion (Dilution)
-------------- ----------------------
Exchange
Ratio 1998 1999
-------------- -------- ---------
<S> <C> <C> <C>
Reported EPS
AHM = $36.38 1.20x (8)% 5%
AHM = $40.25 1.20 (10) 2
AHM = $43.50 1.15 (9) 4
AHM = $45.50 1.10 (7) 6
Cash EPS
AHM = $36.38 1.20x 9% 21%
AHM = $40.25 1.20 9 21
AHM = $43.50 1.15 12 25
AHM = $45.50 1.10 15 28
</TABLE>
(1) Based on Updated Case
32
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM OFFER LOW RISK
AHM offer remains predicated on a simple, proven formula:
Significant Cost Savings
[INSIDE GRAPHIC ARROW]
Enhanced Shareholder Value:
1. Significant accretion
+ = 2. Accelerated EPS growth
Accelerated Stock Repurchase
[INSIDE GRAPHIC ARROW]
33
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
INTEREST RATE RISK
. AHM HAS A PROVEN HISTORY OF MANAGING INTEREST RATE RISK THROUGH DIFFERING
INTEREST RATE CYCLES:
- AHM IS RANKED BY OTS IN TOP QUINTILE OF PEER GROUP WITH RESPECT TO
INTEREST RATE SENSITIVITY
- AHM HAS MAINTAINED ITS NET INTEREST MARGIN WITHIN A 29 BASIS POINT BAND
SINCE 1992, VERSUS WAMU, WHOSE NET INTEREST MARGIN HAS DECREASED
APPROXIMATELY 150 BASIS POINTS
. AHM IS BETTER SITUATED THAN WAMU IN A RISING RATE ENVIRONMENT:
- SYNERGIES PREDICATED ON SHARE REPURCHASE, NOT INCREASES IN LOAN
ORIGINATION/ RETENTION VOLUMES
- AHM'S WHOLESALE FUNDS TOTALED LESS THAN 25% OF TOTAL LIABILITIES VERSUS
MORE THAN 35% FOR WAMU AT YEAR END 1996
. AHM HAS NOT HISTORICALLY RETAINED FIXED RATE MORTGAGE LOAN ORIGINATIONS:
- AHM FIXED RATE MORTGAGE LOAN PORTFOLIO REPRESENTED LESS THAN 5% OF TOTAL
LOANS, VERSUS 30% FOR WAMU AT YEAR END 1996
- IN ORDER TO ACHIEVE ITS LOAN PRODUCTION TARGETS, WHICH REPRESENT MORE THAN
100% OF WAMU'S AND GWF'S COMBINED SFR ORIGINATIONS IN 1996, WAMU WILL HAVE
TO RETAIN A SIGNIFICANT AMOUNT OF ADDITIONAL FIXED RATE LOANS
34
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM OFFER CLEARLY SUPERIOR TO
GWF STOCKHOLDER
<TABLE>
<CAPTION>
AHM Offer/(1)/ WAMU Offer
----------------------- -----------------------------------------
AHM AHM Original Revised Reasonable
Cash Basis $45.50 $36.38 Projections Projections Assumptions
- ---------- ---------- ---------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Pro Forma EPS
1998E $4.22 $4.01 $4.81 $4.81 $4.42
1999E 5.16 4.89 5.71 5.89 5.13
Exchange Ratio 1.10x 1.20x 0.90x 0.90x 0.90x
- ----------------------------------------------------------------------------------------------------------------
Pro Forma Cash EPS per GWF Stockholder
1998E $4.64 $4.81 $4.32 $4.32 $3.97
1999E 5.68 5.87 5.14 5.30 4.62
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on revised "Updated Case".
35
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
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.
36
<PAGE>
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AS OF MARCH 31, 1997, AHMANSON IS THE BENEFICIAL OWNER OF 3,134,100 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 MARCH 31, 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 MARCH 31, 1997, CSFB HELD A NET LONG
POSITION OF 10,624 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.
37
