<PAGE> 1
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))
[X] Definitive Proxy Statement (Revocation of Consent Statement)
[_] 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)
-----------------------------------------
(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.
- --------
[_] 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:
------------------------------------------------------
<PAGE> 2
[GREAT WESTERN LOGO]
March 4, 1997
Dear Great Western Stockholder:
On February 18, 1997, H. F. Ahmanson & Company ("Ahmanson"), a major
competitor, unilaterally announced a proposal for a merger with Great Western.
Under Ahmanson's proposal, you would receive Ahmanson stock in exchange for your
shares of Great Western stock.
In an effort to pressure your Board to make hasty decisions, Ahmanson also
has commenced a consent solicitation in support of four amendments to your
Company's By-laws and one other item. The matters for which Ahmanson is
soliciting consents are described in Great Western's enclosed Revocation of
Consent Statement.
Your Board of Directors, with the assistance of its financial and legal
advisors, is carefully considering its responses to the Ahmanson proposal. YOUR
BOARD IS ACUTELY AWARE OF ITS FIDUCIARY RESPONSIBILITIES, AND WE CAN ASSURE YOU
THAT YOUR BOARD WILL ACT AT ALL TIMES IN YOUR BEST INTERESTS.
Ahmanson, on the other hand, has absolutely no obligation to protect your
interests, and can be expected to act at all times solely in its own
self-interest.
We see Ahmanson's effort to solicit your consent as a blatant attempt to
limit your Board's options and flexibility in evaluating the Ahmanson proposal
and related matters. For example, one of Ahmanson's proposed By-law amendments,
as a practical matter, could preclude the Board from attracting other potential
bidders for Great Western. Great Western is challenging the legality of this
proposed By-law amendment in the Delaware Chancery Court.
YOUR BOARD UNANIMOUSLY OPPOSES AHMANSON'S CONSENT SOLICITATION AND STRONGLY
URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD FURNISHED BY AHMANSON.
You can act today to protect your interests. Whether or not you have
previously signed a WHITE Ahmanson consent card, please sign, date and mail the
enclosed BLUE Consent Revocation Card and return it in the enclosed postage-paid
envelope.
We thank you for your consideration and support, and we assure you that we
will continue to keep you informed as events unfold.
Sincerely,
/s/ JOHN F. MAHER /s/ JAMES F. MONTGOMERY
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
If you have any questions, please call our solicitor:
[GEORGESON & COMPANY INC. LOGO]
CALL TOLL FREE: 800-223-2064
Banks and Brokers call: 212-440-9800
<PAGE> 3
GREAT WESTERN FINANCIAL CORPORATION
9200 OAKDALE AVENUE
CHATSWORTH, CALIFORNIA 91311
------------------
REVOCATION OF CONSENT STATEMENT
BY BOARD OF DIRECTORS IN
OPPOSITION TO H. F. AHMANSON & COMPANY
------------------
MARCH 4, 1997
This Revocation of Consent Statement and the accompanying BLUE Consent
Revocation Card are being furnished by the Board of Directors (the "Board") of
Great Western Financial Corporation, a Delaware corporation ("Great Western"),
to the holders of outstanding shares of Great Western's common stock, par value
$1.00 per share (the "Common Stock"), in opposition to the solicitation (the
"Ahmanson Solicitation") by H. F. Ahmanson & Company ("Ahmanson") of written
consents from the stockholders of Great Western.
On February 18, 1997, Ahmanson publicly announced a proposal for a merger
between Ahmanson and Great Western pursuant to which each outstanding share of
Common Stock would be converted into 1.05 shares of Ahmanson common stock (the
"Ahmanson Merger Proposal"). Also, on March 3, 1997, Ahmanson commenced
soliciting consents in favor of (i) a non-binding advisory resolution urging the
Board to consider any bona fide and concrete merger proposal received by Great
Western by May 22, 1997 and, if no superior merger proposal is received by such
date, to enter into a merger agreement with Ahmanson on the terms of the
Ahmanson Merger Proposal, and (ii) four separate proposed By-law amendments
that, if validly adopted, would (A) prohibit the Board from granting to any
third party, without the prior consent of the Great Western stockholders, any
break-up fees, stock options, "crown jewel" options or other lock-up fee
arrangements in connection with a proposed merger of Great Western in excess of
$100,000,000, (B) compel Great Western to hold its annual meeting of
stockholders on the fourth Tuesday in April in each year or on a date within 14
days thereof, (C) prevent a stockholders' meeting at which a quorum is present
from being adjourned unless all business properly brought before such meeting
has been acted upon by the stockholders and (D) provide that any of the By-laws
adopted pursuant to Ahmanson's Consent Statement may not be subsequently amended
unless majority approval of the Great Western stockholders is obtained. Great
Western has challenged the legality of Ahmanson's proposed By-law amendment
described in clause (A) above as an improper intrusion into the statutory powers
of the Board of Directors. See "Certain Litigation."
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.
EVEN IF YOU PREVIOUSLY SIGNED AND RETURNED AHMANSON'S WHITE CONSENT CARD,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. WE URGE YOU TO SIGN, DATE AND MAIL THE
ENCLOSED BLUE CONSENT REVOCATION CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
YOUR PROMPT ACTION IS IMPORTANT. PLEASE RETURN THE BLUE CONSENT REVOCATION CARD
TODAY.
IF YOUR SHARES ARE HELD IN "STREET NAME," ONLY YOUR BROKER OR BANKER CAN
VOTE YOUR SHARES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
INSTRUCT HIM OR HER TO VOTE A BLUE CONSENT REVOCATION CARD ON YOUR BEHALF TODAY.
1
<PAGE> 4
This Revocation Statement and the enclosed BLUE Consent Revocation Card are
first being mailed to stockholders on or about March 4, 1997.
If you have any questions about giving your revocation of consent or
require assistance, please call Georgeson & Company Inc. ("Georgeson"), the firm
assisting Great Western in this solicitation, at the phone numbers shown below:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
CALL TOLL FREE: (800) 223-2064
BANKS & BROKERS CALL COLLECT: (212) 440-9800
------------------
REASONS FOR OPPOSING THE AHMANSON SOLICITATION
Ahmanson is soliciting consents in favor of approval of five proposals
(together, the "Ahmanson Consent Proposals"). The text of the five Ahmanson
Consent Proposals is set forth below:
AHMANSON PROPOSAL 1:
The following non-binding resolution is hereby adopted:
"RESOLVED, that the stockholders of Great Western Financial Corporation
("Great Western") urge the Great Western Board of Directors (the "Great
Western Board") to consider any bona fide and concrete merger proposal
received by Great Western by May 22, 1997 and, if no proposal superior to
the H. F. Ahmanson & Company ("Ahmanson") merger proposal (set forth in
Ahmanson's letter to Great Western, dated February 17, 1997) is received,
to enter into a merger agreement with Ahmanson in accordance with the
Ahmanson merger proposal and take all actions necessary to facilitate such
merger. In determining whether another merger proposal is superior to the
Ahmanson merger proposal, the Great Western Board shall take into account
the potential that the Great Western stockholders will receive a
substantial portion of the value of the cost savings resulting from a
merger with Ahmanson."
AHMANSON PROPOSAL 2:
Section 13 of the By-laws of Great Western is hereby amended by inserting
immediately before the penultimate sentence thereof the following sentence:
"The Board of Directors may not, without the prior approval of a majority
of the stockholders of the Corporation having voting power, grant a third
party break-up fees, stock options, "crown jewel" options or other lock-up
arrangements in connection with an "Acquisition Transaction" as hereinafter
defined, unless such agreement contains a provision ensuring that the
aggregate value of all such break-up fees, stock options, "crown jewel"
options and other lock-up arrangements can never exceed $100,000,000;
"Acquisition Transaction" means any merger, consolidation or similar
transaction involving, or any purchase of all or any substantial portion of
the assets, deposits or any equity securities of, the Corporation or any of
its subsidiaries."
2
<PAGE> 5
AHMANSON PROPOSAL 3:
Section 2 of the By-laws of Great Western is hereby amended by replacing
the first sentence thereof with the following sentence:
"The annual meeting of the stockholders of the Corporation shall be held on
the fourth Tuesday in April in each year, or on a date within 14 days
thereof, at such time and place, within or without the State of Delaware,
as may be specified in the notice thereof, as shall be fixed by the Board
of Directors, for the purpose of electing directors and for the transaction
of only such other business as is properly brought before such meeting in
accordance with these by-laws."
AHMANSON PROPOSAL 4:
Section 6 of the By-laws of Great Western is hereby amended by replacing
the first sentence thereof with the following three sentences:
"The holders of a majority of the stock of the Corporation having voting
power present in person or by proxy shall constitute a quorum. In the event
a quorum is not present, the presiding officer at the meeting or the
stockholders present, although less than a quorum, shall have the power to
adjourn or postpone such meeting from time to time without notice. In the
event that a quorum is present, the presiding officer shall not take any
action to adjourn such meeting until all business properly brought before
such meeting has been acted upon by the stockholders of the Corporation."
AHMANSON PROPOSAL 5:
The By-laws of Great Western is hereby amended by adding a new Section 25
thereto which reads in its entirety as follows:
"Section 25. Neither this Section 25 nor any of the By-law provisions
added or changed by consent of stockholders as contemplated by the Consent
Statement dated March 3, 1997, provided by H. F. Ahmanson & Company, may be
amended or repealed without the affirmative vote of the holders of a
majority of the stock of the Corporation having voting power."
On February 25, 1997, Great Western announced that the Board, with the
assistance of Great Western's financial and legal advisors, was currently
evaluating the Ahmanson Merger Proposal and related matters and that, in light
of recent and ongoing events, the Board determined to postpone the annual
meeting of stockholders. The Board's review is continuing. Stockholders of Great
Western should be assured that the Board is fully aware of its fiduciary duties
and, as always, intends to, and will, act in a manner consistent with such
duties and in the best interests of Great Western and its stockholders.
By urging that the Board consider any bona fide merger proposal (Proposal
1), Ahmanson is asking the Board to take action that it would take in any event
in the exercise of its fiduciary duties. However, by urging the Board to accept
the Ahmanson Merger Proposal on May 22, 1997 if no other superior proposal is
received by such date, Ahmanson is attempting to pressure your Board into
accepting the Ahmanson Merger Proposal at a future date without consideration of
the facts and circumstances which may exist at that time, including whether the
Ahmanson Merger Proposal is the best alternative course of action available to
Great Western, its stockholders, and other constituencies. Accordingly, the
Board unanimously believes that Proposal 1 is inconsistent with the proper
exercise of the Board's fiduciary duties and its obligations under Delaware law,
and is not in the best interests of Great Western's stockholders.
With respect to Proposal 2, while, as stated above, the Board has not yet
made any determination concerning the best course of action for Great Western
and its stockholders, Great Western recognizes that break-up fee arrangements
are typically a condition to any strategic business combination proposal in the
financial services industry. Great Western believes that this proposed By-law
amendment, if validly adopted, can only serve to impede the Board's ability to
act promptly in the best interest of Great Western's stockholders. The $100
million limit on the value of the break-up fee set forth in Proposal 2 is
approximately 1.6% of the current market value of the Ahmanson Merger Proposal.
Great Western believes that this amount,
3
<PAGE> 6
both in dollar and percentage of transaction value, is below levels required by
third party buyers and agreed to by sellers in other transactions. Accordingly,
Great Western believes that Proposal 2 could limit the Board's strategic
alternatives by deterring third parties who might otherwise be interested in
pursuing a strategic business combination with Great Western. In this
connection, Great Western has challenged the legality of Proposal 2 in the Court
of Chancery of the State of Delaware as an improper intrusion into the statutory
powers of the Board. See "Certain Litigation."
Great Western believes that Proposals 3, 4 and 5, collectively, like
Proposal 2, are a part of Ahmanson's scheme to limit the flexibility of the
Board in considering and responding to the Ahmanson Merger Proposal. Great
Western also believes that these Proposals are designed to benefit Ahmanson and
advance the Ahmanson Merger Proposal at the expense of Great Western and its
stockholders.
In particular, Great Western believes that Proposal 3 is unnecessary and is
a blatant effort by Ahmanson to force Great Western's stockholders to make
important decisions concerning the future of their investment before they have
had an adequate opportunity to consider all relevant information. At Great
Western's annual meeting of stockholders, Ahmanson intends to seek to place
three of its designees on the Board, and thereby gain access to the Board's
decision-making process with respect to the Ahmanson Merger Proposal and
possible alternatives thereto. Section 2 of Great Western's By-laws already
provides that the annual meeting of stockholders of Great Western shall be held
on the fourth Tuesday in April in each year or on such earlier or later date as
the Board may designate. This is intended to provide the Board with sufficient
flexibility to set an annual meeting date other than the fourth Tuesday in April
if the Board determines that a different date is in the best interests of
stockholders. Ahmanson's proposal is intended to benefit only Ahmanson by
unnecessarily restricting the time in which the Board may determine the best
course of action for Great Western and its stockholders and prematurely forcing
a stockholder vote. Accordingly, Proposal 3 is being opposed.
Great Western also opposes Proposals 4 and 5 because they are part and
parcel of Ahmanson's scheme to promote its interests and advance the Ahmanson
Merger Proposal by unduly restricting the flexibility of the Board to act at all
times in the best interests of Great Western and its stockholders. The blanket
inability to adjourn a meeting of stockholders and the inability to amend
certain By-laws without a stockholder vote would deprive the Board of its
ability to act in the best interests of Great Western and its stockholders in
light of ever-changing facts and circumstances.
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.
EVEN IF YOU PREVIOUSLY SIGNED AND RETURNED AHMANSON'S WHITE CONSENT CARD,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. WE URGE YOU TO SIGN, DATE AND MAIL THE
ENCLOSED BLUE CONSENT REVOCATION CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL GEORGESON TOLL-FREE AT (800)
223-2064. BANKS AND BROKERS SHOULD CALL COLLECT AT (212) 440-9800.
THE CONSENT PROCEDURE
Under Delaware law, the unrevoked consent of the holders of not less than a
majority of the shares of Common Stock outstanding and entitled to vote on the
Record Date (as defined below) must be obtained within the time limits specified
herein to adopt each of the Ahmanson Consent Proposals. Each share of Common
Stock is entitled to one vote per share. Since consents are required from the
holders of record of a majority of the outstanding shares of Common Stock, in
order for each of the Ahmanson Consent Proposals to be adopted, an abstention
from voting or a broker non-vote will have the practical effect of a vote
against such proposals.
Under Section 228 of the General Corporation Law of the State of Delaware
("DGCL"), in order to be effective, consents with respect to the Ahmanson
Consent Proposals must be delivered within 60 days of the
4
<PAGE> 7
earliest dated consent with respect to the Ahmanson Consent Proposals delivered
to Great Western. As of the date of this Revocation Statement, no consent with
respect to the Ahmanson Consent Proposals has been delivered to Great Western.
On February 20, 1997, the Board adopted an amendment to Great Western's
By-laws designed to establish orderly procedures for the setting of a record
date for consent solicitations. Section 11 of the By-laws now provides that any
stockholder of Great Western seeking to have Great Western's stockholders
authorize or take corporate action by written consent shall, by written notice
to Great Western's Secretary, request the Board to fix a record date. The Board
is required, within ten days after the date such request is received, to adopt a
resolution fixing the record date. Under Section 213 of the DGCL and under
Section 11 of the By-laws, the record date must be within ten days of the date
of the resolution fixing the record date. On February 21, 1997, Ahmanson
requested that the Board fix a record date for the Ahmanson Solicitation. On
March 3, 1997, the Board fixed a record date of March 13, 1997 (the "Record
Date"). As of March 4, 1997, there were 137,574,634 shares of Common Stock
issued and outstanding. Following the Record Date, Great Western will inform
stockholders as to the number of shares of Common Stock outstanding as of the
Record Date.
A stockholder may revoke any previously signed consent by signing, dating
and returning a BLUE Consent Revocation Card. A consent may also be revoked by
delivery of a written consent revocation to Ahmanson. STOCKHOLDERS ARE URGED,
HOWEVER, TO DELIVER ALL CONSENT REVOCATIONS TO GEORGESON, THE FIRM ASSISTING
GREAT WESTERN IN THIS SOLICITATION, AT WALL STREET PLAZA, NEW YORK, NEW YORK
10005. Great Western requests that if a consent revocation is instead delivered
to Ahmanson, a photostatic copy of the revocation also be delivered to Great
Western c/o Georgeson at the address set forth above, so that Great Western will
be aware of all revocations. Any consent revocation may itself be revoked at any
time by signing, dating and returning to Ahmanson a subsequently dated WHITE
consent card sent to you by Ahmanson, or by delivery of a written revocation of
such consent revocation to Great Western or Ahmanson.
If any shares of Common Stock that you owned on the Record Date were held
for you in an account with a stock brokerage firm, bank nominee or other similar
"street name" holder, you are not entitled to vote such shares directly, but
rather must give instructions to the stock brokerage firm, bank nominee or other
"street name" holder to grant or revoke consent for the shares of Common Stock
held in your name. Accordingly, you should contact the person responsible for
your account and direct him or her to execute the enclosed BLUE Consent
Revocation Card on your behalf. You are urged to confirm in writing your
instructions to the person responsible for your account and provide a copy of
those instructions to Great Western in care of Georgeson at the address set
forth above so that Great Western will be aware of your instructions and can
attempt to insure such instructions are followed.
YOU HAVE THE RIGHT TO REVOKE ANY CONSENT YOU MAY HAVE PREVIOUSLY GIVEN TO
AHMANSON. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE THE BLUE CONSENT REVOCATION CARD WHICH ACCOMPANIES THIS
REVOCATION STATEMENT. IF YOU DO NOT INDICATE A SPECIFIC VOTE ON THE BLUE CONSENT
REVOCATION CARD WITH RESPECT TO THE AHMANSON PROPOSALS, THE CARD WILL BE USED IN
ACCORDANCE WITH THE GREAT WESTERN BOARD'S RECOMMENDATION TO REVOKE ANY CONSENT
WITH RESPECT TO SUCH PROPOSALS.
IF YOU ARE AGAINST THE AHMANSON PROPOSALS AND HAVE NOT SIGNED AN AHMANSON
CONSENT, YOU MAY SHOW YOUR OPPOSITION TO THE AHMANSON PROPOSALS BY SIGNING,
DATING AND RETURNING THE ENCLOSED BLUE CONSENT REVOCATION CARD. THIS WILL BETTER
ENABLE GREAT WESTERN TO KEEP TRACK OF HOW MANY STOCKHOLDERS OPPOSE THE AHMANSON
PROPOSALS.
Great Western has retained Georgeson to assist in communicating with
stockholders in connection with the Ahmanson Solicitation and to assist in our
efforts to obtain consent revocations. If you have any questions about how to
complete or submit your BLUE Consent Revocation Card or any other questions,
Georgeson
5
<PAGE> 8
will be pleased to assist you. You may call Georgeson toll-free at (800)
223-2064. Banks and brokers should call collect at (212) 440-9800.
BENEFICIAL OWNERSHIP OF GREAT WESTERN'S SECURITIES
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of each class of equity
securities of Great Western beneficially owned as of February 24, 1997 (with the
exception of shares held in Great Western's Employee Savings Plan, which are
reported as of December 31, 1996) by each director and certain executive
officers and by all directors and executive officers as a group (17 persons).
For the purposes of this Revocation Statement, beneficial ownership is defined
in accordance with the rules of the Securities and Exchange Commission (the
"SEC") and means generally the power to vote or dispose of securities,
regardless of any economic interest.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OUTSTANDING
OF COMMON
NAME OF BENEFICIAL OWNER SHARES OF COMMON STOCK STOCK
- ------------------------------------------------------------- ---------------------- -----------
<S> <C> <C>
David Alexander.............................................. 22,675(2) (1)
H. Frederick Christie........................................ 26,250(2) (1)
Charles D. Miller............................................ 30,000(3) (1)
Stephen E. Frank............................................. 41,250(4) (1)
John V. Giovenco............................................. 38,750(2) (1)
Firmin A. Gryp............................................... 103,644(2)(5) (1)
Enrique Hernandez, Jr........................................ 9,250(4) (1)
James F. Montgomery.......................................... 605,488(6) (1)
Alberta E. Siegel............................................ 25,000(2) (1)
Willis B. Wood, Jr........................................... 16,750(7) (1)
John F. Maher................................................ 611,762(8) (1)
J. Lance Erikson............................................. 119,845(9) (1)
Carl F. Geuther.............................................. 220,350(10) (1)
Michael M. Pappas............................................ 249,525(11) (1)
A. William Schenck, III...................................... 68,288(12) (1)
Jaynie M. Studenmund......................................... 10,600 (1)
Raymond W. Sims.............................................. 0
All Directors and Executive Officers as a Group.............. 2,199,427(13) 1.58%
</TABLE>
- ---------------
(1) Certain directors and executive officers share with their spouses voting
and investment powers with respect to these shares. The percentage of
shares beneficially owned by any director or executive officer does not
exceed one percent of the outstanding shares of Common Stock.
(2) Includes 21,250 shares subject to options granted to this Director under
Great Western's 1988 Stock Option and Incentive Plan (the "1988 Incentive
Plan") which are exercisable within 60 days of February 24, 1997.
(3) Includes 18,750 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of February
24, 1997.
(4) Includes 8,750 shares subject to options granted to this Director under the
1988 Incentive Plan which are exercisable within 60 days of February 24,
1997.
(5) Includes 112 shares held by the trustee under Great Western's Employee
Savings Incentive Plan (the "Employee Savings Incentive Plan").
(6) Includes 495,600 shares subject to options exercisable within 60 days of
February 24, 1997 and 945 shares held by the Trustee under the Employee
Savings Incentive Plan.
(7) Includes 16,250 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of February
24, 1997.
(Footnotes continued on next page)
6
<PAGE> 9
(8) Includes 396,137 shares subject to options granted to this Director under
the 1988 Incentive Plan which are exercisable within 60 days of February
24, 1997 and 25 shares held by the Trustee under the Employee Savings
Incentive Plan.
(9) Includes 99,010 shares subject to options exercisable within 60 days of
February 24, 1997 and 112 held by the Trustee under the Employee Savings
Incentive Plan.
(10) Includes 179,845 shares subject to options exercisable within 60 days of
February 24, 1997.
(11) Includes 172,500 shares subject to options exercisable within 60 days of
February 24, 1997.
(12) Includes 49,762 shares subject to options exercisable within 60 days of
February 24, 1997.
(13) Includes options to purchase 1,551,604 shares under employee stock options
which are exercisable on or within 60 days after February 24, 1997, and
1,194 shares held in trust under the Employee Savings Incentive Plan with
respect to which such persons have the right to direct the vote.
BY OTHERS
The following entities are the only stockholders known to Great Western to
be the beneficial owners of more than 5% of Great Western's equity securities.
This information has been obtained from reports filed pursuant to Regulation
13D-G under the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK COMMON STOCK
- ---------------------------------------------------------- ---------------------- ------------
<S> <C> <C>
Wellington Management Company LLP......................... 8,771,730(1) 6.37%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Funds, Inc............................... 8,236,786(2) 5.98%
Vanguard Financial Center
Valley Forge, Pennsylvania 19482
</TABLE>
- ---------------
(1) Wellington Management Company ("WMC") has reported that it is an investment
adviser and, as such, is considered beneficial owner in the aggregate of the
shares listed in the table. WMC has declared that it has shared power to
vote 53,902 of the shares and shared dispositive power over all of the
shares shown in the table. The shares shown in the table for the
Vanguard/Windsor Funds, Inc. are also included in the total amount reported
in the table for WMC.
(2) Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has reported that it is an
investment company and, as such, is considered the beneficial owner in the
aggregate of the shares listed in the table. Vanguard/Windsor has declared
that it has sole power to vote or direct the vote and shared power to
dispose or to direct the disposition of the shares shown in the table.
CERTAIN LITIGATION
On February 18, 1997, Ahmanson filed a Verified Complaint for Declaratory
and Injunctive Relief against Great Western and its directors (the "Ahmanson
Complaint") in the Court of Chancery of the State of Delaware. The Ahmanson
Complaint alleges, among other things, that: (i) the defendants have breached
their fiduciary duties with respect to the stockholder rights plan adopted by
the Board in June 1986, as amended in June 1995 (the "Rights Plan"); (ii) the
adoption of any defensive measure by the defendants which has the effect of
impeding, thwarting, frustrating or interfering with the Ahmanson Merger
Proposal would constitute a breach of the defendants' fiduciary duties; and
(iii) the individual directors of Great Western have breached their fiduciary
duties with respect to Section 203 of the DGCL (the "Delaware Business
Combination Statute").
7
<PAGE> 10
Ahmanson seeks declaratory and injunctive relief as follows: (i) an order
enjoining the defendants from adopting any defensive measure which has the
effect of impeding, thwarting, frustrating or interfering with the Ahmanson
Merger Proposal; (ii) an order compelling the defendants to redeem the rights
associated with the Rights Plan or to amend the Rights Plan so as to make it
inapplicable to the Ahmanson Merger Proposal; (iii) an order enjoining the
defendants from taking any action pursuant to the Rights Plan that would dilute
or interfere with Ahmanson's voting rights or otherwise discriminate against
Ahmanson; (iv) an order compelling the defendants to approve the Ahmanson Merger
Proposal for the purposes of the Delaware Business Combination Statute; (v) an
order enjoining the defendants from taking any action to enforce or apply the
Delaware Business Combination Statute that would impede, thwart, frustrate or
interfere with the Ahmanson Merger Proposal; and (vi) an order awarding Ahmanson
its costs and expenses in the action.
On February 26, 1996, Great Western filed its Answer, Affirmative Defenses
and Counterclaim to the Ahmanson Complaint. In the Counterclaim, Great Western
stated, among other things, that the proposed By-law amendment described herein
as Proposal 2 would impermissibly limit the Board's power, granted under
Delaware law and Great Western's Restated Certificate of Incorporation, to
manage the business and affairs of Great Western. Great Western also stated that
such By-law amendment is inequitable because it would impair the Board's ability
to negotiate an alternative transaction to the Ahmanson Merger Proposal should
the Board choose to do so. Further, Great Western denied all of the material
allegations raised by the Ahmanson Complaint and asserted affirmative defenses,
including that: (i) the Ahmanson Complaint fails to state a claim on which
relief can be granted; and (ii) Ahmanson is acting in its own self interest at
the expense of Great Western and its stockholders and thus comes to Court with
unclean hands.
Great Western seeks declaratory and injunctive relief as to, among other
matters, the following: (i) dismissal of the Ahmanson Complaint with prejudice
and denial of the relief requested by Ahmanson; and (ii) an order declaring the
proposed By-law amendment described herein as Proposal 2 to be invalid, illegal
and inequitable. On February 27, 1997, Vice-Chancellor Jacobs informed Great
Western and Ahmanson that he would rule on the legality and validity of the
proposed By-law amendment as soon as the issue becomes relevant.
Between February 18, 1997 and February 26, 1997, six complaints (the
"Complaints") were filed against Great Western and its directors in the Court of
Chancery of the State of Delaware by Fred T. Isquith, Harry Lewis, Bernd
Bildstein, Charles Uttenreither, Melvyn Zupnick and Emil Schachter. Each action
was brought on behalf of the plaintiff, individually, and as a purported class
action on behalf of all stockholders of Great Western. The Complaints allege,
among other things, that the defendants are violating their fiduciary duties
owed to the stockholders of Great Western with respect to the Ahmanson Merger
Proposal. The plaintiffs generally seek: (i) an order declaring that the action
may be maintained as a class action; (ii) an order preliminarily and permanently
enjoining the defendants to consider and negotiate with respect to all bona fide
offers or proposals for Great Western or its assets, in the best interests of
Great Western stockholders; and (iii) compensatory damages, the costs and
disbursements of the action and such other and further relief as may be just and
proper. In addition, certain plaintiffs seek judgments ordering Great Western's
directors, individually, to announce their intention with respect to certain
matters relating to the Ahmanson Merger Proposal. Great Western and its
directors deny the operative allegations of the Complaints; however, answers
have not yet been filed and discovery has not yet commenced.
Great Western and its directors intend to vigorously defend the claims in
the Ahmanson Complaint and the Complaints.
SOLICITATION OF REVOCATIONS
The cost of the solicitation of revocations of consent will be borne by
Great Western. Great Western estimates that the total expenditures in connection
with such solicitation (including the fees and expenses of Great Western's
attorneys, public relations advisers and solicitors, and advertising, printing,
mailing, travel and other costs, but excluding salaries and wages of officers
and employees), will be approximately $750,000, of which $110,000 has been spent
to date. Directors, officers and other Great Western employees may, without
8
<PAGE> 11
additional compensation, solicit revocations by mail, in person, by
telecommunication or by other electronic means.
Great Western has retained Georgeson, at an estimated fee of $250,000, plus
reasonable out-of-pocket expenses, to assist in the solicitation of revocations,
as well as to assist Great Western with its communications with its stockholders
with respect to, and to provide other services to Great Western in connection
with, Great Western's opposition to the Ahmanson Solicitation. Approximately 100
persons will be utilized by Georgeson in its efforts. Great Western will
reimburse brokerage houses, banks, custodians and other nominees and fiduciaries
for out-of-pocket expenses incurred in forwarding Great Western's consent
revocation materials to, and obtaining instructions relating to such materials
from, beneficial owners of Common Stock. Great Western has agreed to indemnify
Georgeson against certain liabilities and expenses in connection with its
engagement, including certain liabilities under the federal securities laws.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the SEC, each member of the Board, the
executive officers of Great Western and certain other members of management of
Great Western may be deemed to be a "participant" in Great Western's
solicitation of revocations of consent. The principal occupations and business
addresses of each participant are set forth in Schedule A. Information about the
present ownership by directors and executive officers of Great Western of Great
Western's securities is provided in "Beneficial Ownership of Directors and
Executive Officers," and the present ownership of Great Western's securities by
participants, other than the directors and executive officers, is listed on
Schedule A.
APPRAISAL RIGHTS
No appraisal rights are or will be available under Delaware law in
connection with the Ahmanson Solicitation. In the event the merger contemplated
by the Ahmanson Merger Proposal were to be consummated, appraisal rights would
not be available under the DGCL since, in such merger, outstanding shares of
Common Stock would be converted into the right to receive shares of Ahmanson's
common stock, which is listed on a national securities exchange.
STOCKHOLDER PROPOSALS
In order to have been considered for inclusion in Great Western's proxy
materials for the 1997 Annual Meeting, stockholder proposals must have been
received by Great Western at its headquarters office not later than November 21,
1996, and must have satisfied the conditions established by the SEC for
stockholder proposals to be included in Great Western's proxy materials for that
meeting.
J. LANCE ERIKSON, SECRETARY
9
<PAGE> 12
IMPORTANT
1. If your shares are registered in your own name, please sign, date and mail
the enclosed BLUE Consent Revocation Card to Georgeson & Company Inc., in the
postage-paid envelope provided.
2. If you have previously signed and returned a WHITE consent card to Ahmanson,
you have every right to change your vote. Only your latest dated card will
count. You may revoke any WHITE consent card already sent to Ahmanson by
signing, dating and mailing the enclosed BLUE Consent Revocation Card in the
postage-paid envelope provided.
3. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a BLUE Consent Revocation Card with
respect to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and mail the enclosed BLUE Consent Revocation
Card in the postage-paid envelope provided. To ensure that your shares are
voted, you should also contact the person responsible for your account and
give instructions for a BLUE Consent Revocation Card to be issued
representing your shares.
4. After signing the enclosed BLUE Consent Revocation Card, do not sign or
return the WHITE consent card. Do not even use Ahmanson's WHITE consent card
to indicate your opposition to the Ahmanson Proposals.
If you have any questions about giving your revocation of consent or
require assistance, please call:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
CALL TOLL FREE: (800) 223-2064
BANKS & BROKERS CALL COLLECT: (212) 440-9800
10
<PAGE> 13
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF GREAT WESTERN AND
CERTAIN EMPLOYEES OF GREAT WESTERN WHO MAY ALSO SOLICIT REVOCATION OF CONSENTS
The following table sets forth the name, principal business address and the
present office or other principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is carried on, of the directors and executive officers of Great
Western and certain employees and other representatives of Great Western who may
also solicit revocations of consents from stockholders of Great Western. Unless
otherwise indicated, the principal occupation refers to such person's position
with Great Western and the business address is Great Western Financial
Corporation, 9200 Oakdale Avenue, Chatsworth, California 91311.
GREAT WESTERN FINANCIAL CORPORATION
DIRECTORS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- ------------------------------------- ----------------------------
<S> <C> <C>
James F. Montgomery Chairman and former Chief
Executive Officer
John F. Maher President and Chief
Executive Officer
Dr. David Alexander 807 North College Avenue President Emeritus and
Claremont, CA 91711 Trustees' Professor, Pomona
College
H. Frederick Christie Post Office Box 144 Consultant
548 Paseo Del Mar
Palos Verdes Estates, CA 90274
Stephen E. Frank Southern California Edison Company President and Chief
Post Office Box 800 Operating Officer, Edison
Rosemead, CA 91770 International, a public
utility company
John V. Giovenco 175 Phillip Road Consultant and former
Woodside, CA 94062 President and director of
Hilton Hotels Corporation
Firmin A. Gryp Great Western Bank Retired, former Executive
425 Main Street Vice President
Salinas, CA 93901
Enrique Hernandez, Jr. Inter-Con Security Systems, Inc. President, Inter-Con
900 South Garfield Avenue Security Systems, Inc.
Alhambra, CA 91801-4441
Charles D. Miller Avery Dennison Corporation Chairman and Chief Executive
150 North Orange Grove Blvd. Officer, Avery Dennison
Pasedena, CA 91103 Corporation
Dr. Alberta E. Siegel 1850 Sand Hill Road, #49 Retired, former Professor of
Palo Alto, CA 94304 Psychology, Stanford
University School of
Medicine
Willis B. Wood, Jr. Pacific Enterprise Chairman and Chief Executive
Post Office Box 60043 Officer, Pacific
Los Angeles, CA 90060-0043 Enterprises, the holding
company of Southern
California Gas Company
</TABLE>
A-1
<PAGE> 14
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- ------------------------------------- ----------------------------
<S> <C> <C>
J. Lance Erikson Executive Vice President,
Secretary and General
Counsel
Carl F. Geuther Vice Chairman and Chief
Financial Officer
Michael M. Pappas Great Western Consumer Finance Group Vice Chairman and President,
8900 Grand Oak Circle Consumer Finance Division
Tampa, Fl 33637-1050
A. William Schenck III Vice Chairman
Raymond W. Sims Executive Vice President
Jaynie M. Studenmund Executive Vice President
</TABLE>
MANAGEMENT
<TABLE>
<CAPTION>
OWNERSHIP OF
GREAT WESTERN
NAME COMMON STOCK PRINCIPAL OCCUPATION
- ------------------------- ------------- --------------------------------------------------
<S> <C> <C>
Stephen F. Adams 20,420 First Vice President, Associate General Counsel,
and Assistant Secretary
Bruce F. Antenberg 74,974 Senior Vice President-Finance, Treasurer and
Assistant Secretary
Barry R. Barkley 8,000 Senior Vice President and Controller
Ian D. Campbell 23,792 Senior Vice President
Charles Coleman 0 Vice President, Great Western Bank
Allen D. Meadows 20,850 Senior Vice President, Great Western Bank
John A. Trotter 27,016 First Vice President, Great Western Bank
</TABLE>
A-2
<PAGE> 15
GREAT WESTERN FINANCIAL CORPORATION
THIS REVOCATION OF CONSENT IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
GREAT WESTERN FINANCIAL CORPORATION
IN OPPOSITION TO THE SOLICITATION BY
H. F. AHMANSON & COMPANY
The undersigned, a holder of shares of Common Stock, par value $1.00 per
share (the "Common Stock"), of Great Western Financial Corporation ("Great
Western"), acting with respect to all of the shares of Common Stock held by the
undersigned, hereby revokes any and all consents that the undersigned may have
given with respect to each of the following proposals:
THE BOARD OF DIRECTORS OF GREAT WESTERN FINANCIAL CORPORATION UNANIMOUSLY
RECOMMENDS THAT YOU "REVOKE CONSENT." PLEASE SIGN, DATE AND MAIL THIS CONSENT
REVOCATION CARD TODAY.
AHMANSON PROPOSAL 1: Non-binding resolution regarding the consideration of
merger proposals. (For complete text, see Proposal 1 in Great Western's
Revocation Statement.)
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN
AHMANSON PROPOSAL 2: By-law amendment requiring stockholder approval for grant
of lock-up or certain other similar arrangements with a value in excess of
$100,000,000. (For complete text, see Proposal 2 in Great Western's Revocation
Statement.)
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN
(continued on other side)
<PAGE> 16
AHMANSON PROPOSAL 3: By-law amendment compelling the annual meeting of
stockholders to be held each year on the fourth Tuesday in April, or on a date
within 14 days thereof. (For complete text, see Proposal 3 in Great Western's
Revocation Statement.)
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN
AHMANSON PROPOSAL 4: By-law amendment preventing the presiding officer from
adjourning any stockholder meeting at which a quorum is present unless all
business properly brought before such meeting has been acted upon by the
stockholders. (For complete text, see Proposal 4 in Great Western's Revocation
Statement.)
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN
AHMANSON PROPOSAL 5: By-law amendment providing that any of the By-law
amendments adopted pursuant to Ahmanson's Consent Solicitation may not be
subsequently amended without the majority approval of Great Western's
stockholders. (For complete text, see Proposal 5 in Great Western's Revocation
Statement.)
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN
IF NO DIRECTION IS MADE, THIS REVOCATION CARD WILL BE DEEMED TO REVOKE ALL
PREVIOUSLY EXECUTED CONSENTS WITH RESPECT TO ANY OR ALL OF THE PROPOSALS SET
FORTH HEREIN.
Please sign your name below exactly as
it appears hereon. If shares are held
jointly, each stockholder should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: , 1997
---------------------------
Signature:
-----------------------------
Title:
---------------------------------
Signature (if held jointly):
-----------
Title:
---------------------------------
PLEASE SIGN, DATE AND RETURN THIS CONSENT REVOCATION PROMPTLY.
