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:
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H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road, Irwindale, California 91706 * (818) 814-7922
FOR IMMEDIATE RELEASE CONTACTS:
Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
AHMANSON SUES GREAT WESTERN TO FORCE
CANDOR ON POOLING ISSUE
-- CITES ACTIONS WHICH COULD PRECLUDE A POOLING TRANSACTION
BETWEEN GREAT WESTERN AND WASHINGTON MUTUAL --
IRWINDALE, CA, March 21, 1997 -- In a motion to amend its lawsuit filed
today in Delaware Chancery Court, H. F. Ahmanson & Company (NYSE:AHM) raised
serious questions about Washington Mutual's (NASDAQ:WAMU) ability to account for
an acquisition of Great Western (NYSE:GWF) as a pooling of interests and asked
the Court to compel Great Western to disclose the risks of not being able to
pool on its ability to complete the transaction.
The proposed amendment states: "While GWF shareholders have been informed
that the Washington Mutual Merger is conditioned on its qualifying for the
"pooling of interests" method of accounting, GWF and the Individual Defendants
have failed to disclose that last December, GWF took certain actions that create
an obstacle to the Washington Mutual Merger qualifying for pooling treatment.
As a result, GWF's shareholders are unaware that a critical condition to the
Washington Mutual Merger may not be capable of being satisfied and, therefore,
that the merger may be illusory."
The Great Western actions include:
* On December 19, 1996, Great Western made certain modifications to its
stock compensation and benefit plans for officers, directors and senior
executives that changed the equity interest of the voting stock, including
changing the definition of a change of control for the purpose of
triggering the acceleration of vesting of stock options.
* Also, during 1996, GWF granted approximately 3,750,000 stock options to
its officers, directors and senior executives--an 833% increase over the
number of options granted in 1995.
Under accepted accounting practice, these changes in equity interests by
Great Western are presumed to have been made in contemplation of the Washington
Mutual Merger. Evidence that Great Western was contemplating a possible
combination with any party at the time these plans were adopted could preclude
pooling.
The proposed amendment points to strong evidence that these changes were
indeed made in contemplation of a business combination with another party. This
included numerous comments by analysts and the press during the latter half of
1996 that Great Western was a prime acquisition target including comments that
Washington Mutual might be interested in acquiring Great Western.
The proposed amendment states: "In its various public disclosures
relating to the Washington Mutual Merger, GWF has made no mention that the
modifications that it made to its benefit plans and increases to executive stock
options could preclude accounting for the transaction as a pooling."
If Washington Mutual were forced to change to purchase accounting from
pooling-of-interests accounting, its future reported earnings would be
dramatically reduced.
The proposed amendment seeks, among other things, declaratory and
injunctive relief, including a declaration that the individual defendants have
breached their fiduciary duty of candor and disclosure and an injunction
compelling Great Western to disclose:
* the impact on its ability to enter into a pooling transaction as a result
of its 1996 modifications to the benefit plans and its stock option
grants;
* whether during 1996 Great Western had any substantive internal discussions
or discussions with external parties about any business combination;
* whether the 1996 modifications were in contemplation of a combination; and
* how it will address the risks of not being able to pool on its ability to
complete the transaction.
H. F. Ahmanson & Company, with nearly $50 billion in assets, is the parent
company of Home Savings of America, one of the nation's largest full-service
consumer banks.
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 March 20, 1997, Ahmanson is the beneficial owner of 2,344,800 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 20, 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 20, 1997, CSFB held a net long
position of 5,443 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.
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