SCHEDULE 14A INFORMATION
PROXY 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
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement
{X} Definitive Additional Materials
{ } 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: ______________________________________________________
[Great Western Letterhead]
COURT CONFIRMS JUNE 13 VOTE ON WASHINGTON MUTUAL MERGER
- AHMANSON TERMINATES ITS MERGER PROPOSAL -
June 4, 1997
Dear Great Western Stockholder:
Yesterday, the Delaware Chancery Court
completely rejected Ahmanson's attempt to delay your vote
on the Great Western/Washington Mutual merger. The
Special Meeting of stockholders will now proceed as
scheduled on June 13.
In response to the Court's decision, Ahmanson
announced today that it had withdrawn its proposal to
acquire Great Western.
The combination of these two significant events
moves Great Western considerably closer to the prompt and
successful completion of the Washington Mutual merger.
With your vote, and regulatory approvals which are
expected shortly, the merger could be completed and you
could receive your Washington Mutual shares in a matter
of weeks.
Approval of the Washington Mutual merger requires
the affirmative vote of the holders of a majority of
Great Western's outstanding stock. Even though Ahmanson
has withdrawn its proposal, your vote remains very
important. We urge you to sign, date and return BOTH
the enclosed GREEN and GOLD proxy cards today. Please
use:
o The GREEN proxy card to vote FOR the Washington
Mutual merger at the Special Meeting, and
o The GOLD proxy card to vote FOR the Board's
nominees at the Annual Meeting.
Once again, we thank you for your continued
trust and support.
Sincerely,
/s/ John F. Maher /s/ James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
IMPORTANT INFORMATION
If your shares are held through a broker or bank, only
your broker or bank can vote your shares, and only upon
receipt of your specific instructions. Please return
BOTH the GREEN and GOLD proxy cards to your broker or
bank today. Please note that certain "Street-Name"
holders may be receiving only the GREEN proxy card with
this letter, and will be receiving the GOLD proxy card
under separate cover.
If you have questions or need assistance in voting your
shares, please contact the firm assisting us in the
solicitation of proxies for both the Special and Annual
Meetings:
GEORGESON
& COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL-FREE: 800-223-2064
BANKS & BROKERS CALL: 212-440-9800
