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)
{_} Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} 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)
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(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)(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 (set forth the amount on which
the filing fee is calculated and state how it was determined): ___
(4) Proposed maximum aggregate value of transactions: _______________
(5) Total fee paid.
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{_} 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: ______________________________________________________
[NEWSPAPER ADVERTISEMENT]
To All Great Western Stockholders:
ONE PROBLEM WITH AHMANSON CAN BE SUMMED UP IN JUST TWO LINES...
GRAPH TITLE: Total Return to Stockholders
From 12/29/89 to 3/31/97 *
[Graph appears here with two lines, one for Washington Mutual and
the second for Ahmanson]
[Horizontal line: dates (12/29/89 -- 3/31/97); Vertical line:
percentage (0-700%)]
Date Washington Mutual Ahmanson
---- ----------------- --------
12/29/89 0 0
3/30/90 -12.24 - 6.83
7/31/90 -17.18 6.25
11/30/90 -31.54 -28.64
3/29/91 11.51 3.19
7/31/91 50.12 2.92
11/29/91 48.76 -19.01
3/31/92 85.90 -8.42
7/31/92 131.08 1.71
11/30/92 177.67 5.25
3/31/93 177.89 17.23
7/30/93 250.29 22.57
11/30/93 214.18 21.36
3/31/94 157.66 9.85
7/29/94 174.12 30.90
11/30/94 139.18 12.05
3/31/95 179.15 22.77
7/31/95 237.94 54.09
11/30/95 302.98 87.45
3/29/96 327.32 71.58
7/31/96 429.95 80.18
11/29/96 537.36 139.12
3/31/97 611.13 164.98
[END OF GRAPH]
Since 1990, Washington Mutual has delivered to its stockholders a
total return greater than 600%--over three and one half times
Ahmanson's 165% return during the same time period.**
THE CHOICE IS CLEAR:
WASHINGTON MUTUAL IS THE SUPERIOR MERGER PARTNER
In spite of its inferior proposal, Ahmanson persists in trying to
solicit your consent. Great Western's Board of Directors
unanimously opposes the Ahmanson solicitation and urges you NOT to
sign the WHITE consent card sent to you by Ahmanson. We urge you
to sign, date and mail the BLUE Consent Revocation Card today.
[Great Western Logo]
April 10, 1997
IMPORTANT
If you have any questions, please call our solicitor, Georgeson &
Company Inc. Call toll free: 800-223-2064. Banks and brokers
call: 212-440-9800.
Great Western Financial Corporation ("Great Western") and
the persons named below may be deemed to be participants in the
solicitation of proxies in connection with the merger of Great
Western and 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"). Participants in this solicitation may include the
directors of Great Western (J. F. Montgomery, J. F. Maher, Dr. D.
Alexander, H. F. Christie, S. E. Frank, J. V. Giovenco, F. A. Gryp,
E. Hernandez, Jr., C. D. Miller, Dr. A. E. Siegel and W. B. Wood,
Jr.); the following executive officers of Great Western: J. L.
Erikson, C. F. Geuther, M. M. Pappas, A. W. Schenck III, R. W. Sims
and J. M. Studenmund; and the following other members of management
of Great Western: S. F. Adams, B. F. Antenberg, B. R. Barkley, I.
D. Campbell, C. Coleman, A. D. Meadows and J. A. Trotter
(collectively, the "Great Western Participants"). Messrs.
Montgomery and Maher beneficially own 680,488 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
related persons 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: J. Wender, J.
Mahoney, A. Gordon, T. Owens and A. 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: H. Lurie, L. S. Wolfe, P. Wetzel,
F. V. McMahon, J. Esposito, A. Sun, C. Del-Moral Niles and K.
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 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 31, 1997, Goldman Sachs had positions in
Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 18,173 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 shares. As of March 31, 1997, Merrill Lynch had positions
in Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 6,026 of Great Western's
common shares; (ii) net "long" 150 shares of Great Western's 8.30%
preferred stock; and (iii) net "long" 1,526 of Washington Mutual's
common shares.
Other participants include Washington Mutual and may
include the directors of Washington Mutual (D. P. Beighle, D.
Bonderman, H. M. Bridge, J. T. Crandall, R. H. Eigsti, J. W. Ellis,
D. J. Evans, A. V. Farrell, W. P. Gerberding, K. K. Killinger, S.
B. McKinney, M. K. Murphy, L. H. Pepper, W. G. Reed, Jr. and J. H.
Stever); the following executive officers of Washington Mutual: C.
S. Davis, S. P. Freimuth, L. D. Lannoye, W. A. Longbrake, D. W.
Oppenheimer, C. E. Tall and S. L. Wilson; and the following other
members of management of Washington Mutual: K. Christensen, J.
DeGrande, W. Ehrlich, J. B. Fitzgerald, M. Kittner and D. G.
Wisdorf (collectively, the "Washington Mutual Participants").
Messrs. Bonderman, Crandall and 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 related persons 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: S. B.
Wolitzer, P. R. Erlanger, S. Sobti, D. J. Kim, C. P. Sweeney and D.
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 accounts 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 31, 1997, Lehman Brothers had positions in
Washington Mutual Securities and Great Western Securities as
principal as follows: (i) net "short" 224 of Washington Mutual's
common shares; (ii) net "long" 27,434 shares of Washington Mutual's
9.12% preferred stock; (iii) net "long" 124,964 shares of
Washington Mutual's 7.60% preferred stock; (iv) net "long" 12,629
of Great Western's common shares; and (v) net "long" 160,000 shares
of Great Western's 8.30% preferred stock.
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* Source: Bloomberg Financial Markets.
** Return includes reinvestment of dividends.
