Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 1997
GREAT WESTERN FINANCIAL CORPORATION
(Exact name of registrant as specified in its character)
Delaware
(State or other jurisdiction of incorporation or organization)
1-4075 95-1913457
(Commission file number) (I.R.S. Employer Identification No.)
9200 Oakdale Avenue
Chatsworth, California
(Address of principal 91311
executive offices) (Zip Code)
(818) 775-3411
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if
changed since last report)
ITEM 7. FINANCIAL STATMENTS AND EXHIBITS
99.1 Press Release of Great Western Financial
Corporation dated March 26, 1997.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREAT WESTERN FINANCIAL CORPORATION
Date: March 26, 1997 By: /s/ J. Lance Erikson
------------------------------
J. Lance Erikson
Executive Vice President,
Secretary and General
Counsel
[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
March 26, 1997
Contacts: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN REMAINS STRONGLY COMMITTED
TO WASHINGTON MUTUAL MERGER AGREEMENT
Great Western Determines It Will Not Engage In
Discussions With Ahmanson
CHATSWORTH, Calif. -- Great Western Financial
Corporation (NYSE: GWF) announced today that, after
careful consideration of Ahmanson's request that Great
Western provide information to and engage in negotiations
or discussions with Ahmanson, Great Western's Board of
Directors has unanimously determined not to authorize
such actions. Great Western stated that its Board of
Directors fully appreciates its fiduciary
responsibilities to its stockholders and will continue to
act to fulfill such responsibilities.
Great Western remains strongly committed to its
strategic merger agreement with Washington Mutual, Inc.
(Nasdaq: WAMU) and is working closely with Washington
Mutual's Board of Directors to move forward with the
merger. Great Western believes that a combination with
Washington Mutual will provide stockholders with a
superior value opportunity.
Great Western also noted that it continues to oppose
Ahmanson's consent solicitation. Great Western's Board
strongly urges stockholders not to sign any consent card
sent by Ahmanson and asks stockholders to discard
Ahmanson's white consent card. Great Western
stockholders are further urged to sign, date and mail the
BLUE consent revocation card.
With assets of $42.9 billion, Great Western
Financial 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 Financial Corporation ("Great
Western") and certain other persons named below may be
deemed to be participants in the solicitation of proxies
in connection with the merger of Great Western and a
wholly-owned subsidiary of Washington Mutual, Inc.
("Washington Mutual") pursuant to which each outstanding
share of Great Western common stock would be converted
into 0.9 shares of Washington Mutual common stock (the
"Merger"). The participants in this solicitation may
include the directors of Great Western (James F.
Montgomery, 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, Carl F. Geuther, Michael M. Pappas, A.
William Schenck III, Ray W. Sims and Jaynie M.
Studenmund; and the following other members of management
of Great Western: Stephen F. Adams, Bruce F. Antenberg,
Barry R. Barkley, Ian D. Campbell, Charles Coleman, Allen
D. Meadows and John A. Trotter (collectively, the "Great
Western Participants"). 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 Great Western Participants do not
beneficially own, individually or in the aggregate, in
excess of 1% of Great Western's equity securities.
Great Western has retained Goldman, Sachs & Co. ("Goldman
Sachs") and Merrill Lynch & Co. ("Merrill Lynch") to act
as its financial advisors in connection with the Merger,
as well as the merger proposal by H. F. Ahmanson &
Company, for which they received and may receive
substantial fees, as well as reimbursement of reasonable
out-of-pocket expenses. In addition, Great Western has
agreed to indemnify Goldman Sachs and Merrill Lynch and
certain persons related to them against certain
liabilities, including certain liabilities under the
federal securities laws, arising out of their engagement.
Each of Goldman Sachs and Merrill Lynch is an investment
banking firm that provides a full range of financial
services for institutional and individual clients.
Neither Goldman Sachs nor Merrill Lynch admits that it or
any of its directors, officers or employees is a
"participant" as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, in
the solicitation, or that Schedule 14A requires the
disclosure of certain information concerning Goldman
Sachs and Merrill Lynch. In connection with Goldman
Sachs's role as financial advisor to Great Western,
Goldman Sachs and the following investment banking
employees of Goldman Sachs may communicate in person, by
telephone or otherwise with a limited number of
institutions, brokers or other persons who are
stockholders of Great Western: Joe Wender, John Mahoney,
Andy Gordon, Todd Owens and Andrea Vittorelli. In
connection with Merrill Lynch's role as financial advisor
to Great Western, Merrill Lynch and the following
investment banking employees of Merrill Lynch may
communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons
who are stockholders of Great Western: Herb Lurie, Louis
S. Wolfe, Paul Wetzel, Frank V. McMahon, John Esposito,
Alex Sun, Christopher Del-Moral Niles and Kavita Gupta.
In the normal course of their respective businesses
Goldman Sachs and Merrill Lynch regularly buy and sell
securities issued by Great Western and its affiliates
("Great Western Securities") and Washington Mutual and
its affiliates ("Washington Mutual Securities") for its
own account and for the accounts of its customers, which
transactions may result from time to time in Goldman
Sachs and its associates and Merrill Lynch and its
associates having a net "long" or net "short" position in
Great Western Securities, Washington Mutual Securities,
or option contracts with other derivatives in or relating
to Great Western Securities or Washington Mutual
Securities. As of March 14, 1997, Goldman Sachs held
positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net
"long" 9,669 of Great Western's common shares; (ii) net
"long" $1 million of Great Western's deposit notes; and
(iii) net "long" 1,098 of Washington Mutual's common
stock. As of March 14, 1997, Merrill Lynch had positions
in Great Western Securities and Washington Mutual
Securities as principal as follows: (i) net "long" 8,800
of Great Western's common shares; and (ii) net "long" of
1,775 shares of Great Western 8.30% preferred stock; and
(iii) net "long" 1,527 of Washington Mutual's common
shares.
Other participants in the solicitation include Washington
Mutual and may include the directors of Washington Mutual
(Douglas P. Beighle, David Bonderman, Herbert M. Bridge,
J. Taylor Crandall, Roger H. Eigsti, John W. Ellis,
Daniel J. Evans, Anne V. Farrell, William P. Gerberding,
Kerry K. Killinger, Samuel B. McKinney, Michael K.
Murphy, Louis H. Pepper, William G. Reed, Jr. and James
E. Stever); the following executive officers of
Washington Mutual: Lee Lannoye, William A. Longbrake,
Deanna W. Oppenheimer, Craig E. Tall and S. Liane Wilson;
and the following other members of management of
Washington Mutual: Karen Christensen, JoAnn DeGrande,
William Ehrlich, James B. Fitzgerald, Marc Kittner and
Douglas G. Wisdorf (collectively, the "Washington Mutual
Participants"). As of the date of this communication,
David Bonderman, J. Taylor Crandall and Kerry K.
Killinger beneficially owned 1,894,141 shares, 6,549,755
shares and 1,044,224 shares of Washington Mutual common
stock, respectively. The remaining Washington Mutual
Participants do not beneficially own, individually or in
the aggregate, in excess of 1% of Washington Mutual's
equity securities. The Washington Mutual Participants do
not beneficially own, individually or in the aggregate,
in excess of 1% of Great Western's equity securities.
Washington Mutual has retained Lehman Brothers Inc.
("Lehman Brothers") to act as its financial advisor in
connection with the Merger for which it received and may
receive substantial fees as well as reimbursement of
reasonable out-of-pocket expenses. In addition,
Washington Mutual has agreed to indemnify Lehman Brothers
and certain persons related to it against certain
liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement.
Lehman Brothers is an investment banking firm that
provides a full range of financial services for
institutional and individual clients. Lehman Brothers
does not admit that it or any of its directors, officers
or employees is a "participant" as defined in Schedule
14A promulgated under the Securities Exchange Act of
1934, as amended, in the solicitation, or that Schedule
14A requires the disclosure of certain information
concerning Lehman Brothers. In connection with Lehman
Brothers' role as financial advisor to Washington Mutual,
Lehman Brothers and the following investment banking
employees of Lehman Brothers may communicate in person,
by telephone or otherwise with a limited number of
institutions, brokers or other persons who are
stockholders of Washington Mutual and Great Western:
Steven B. Wolitzer, Philip R. Erlanger, Sanjiv Sobti,
David J. Kim, Craig P. Sweeney and Daniel A. Trznadel.
In the normal course of its business Lehman Brothers
regularly buys and sells Washington Mutual Securities and
Great Western Securities for its own account and for the
account of its customers, which transactions may result
from time to time in Lehman Brothers and its associates
having a net "long" or net "short" position in Washington
Mutual Securities, Great Western Securities or option
contracts with other derivatives in or relating to
Washington Mutual Securities or Great Western Securities.
As of March 14, 1997, Lehman Brothers had positions in
Washington Mutual Securities and Great Western Securities
as principal as follows: (i) net "short" 124 of
Washington Mutual's common shares; and, (ii) net "short"
3,327 of Great Western's common shares.
# # #
