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
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(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: ______________________________________________________
[PRESS RELEASE]
[WASHINGTON MUTUAL LOGO] [GREAT WESTERN LOGO]
NEWS RELEASE
Media Contact: Washington Mutual Great Western
Bill Ehrlich Ian Campbell
1-800-228-9268 818-775-3773
Gavin Anderson & Company Charlie Coleman
Hollis Rafkin-Sax 818-775-3766
212-373-0231
Investor Contact: Washington Mutual
JoAnn DeGrande
206-461-3186
May 13, 1997
FOR IMMEDIATE RELEASE
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WASHINGTON MUTUAL AND GREAT WESTERN ANNOUNCE
REGISTRATION STATEMENT FOR MERGER IS DECLARED EFFECTIVE
SPECIAL MEETINGS TO BE HELD JUNE 13
SEATTLE, Washington and CHATSWORTH, California --
Washington Mutual, Inc. (Nasdaq: WAMU) and Great Western
Financial Corporation (NYSE: GWF) today jointly announced
that the Securities and Exchange Commission has declared
effective the registration statement relating to their
merger. Proxy materials are being mailed to all Washington
Mutual and Great Western stockholders of record as of May
9, 1997. Special meetings will be held on June 13, 1997
for stockholders of both companies to vote on their merger.
In a joint statement, the companies said, "This
is an exciting next step toward completing the Washington
Mutual/Great Western transaction, a merger based on sound
business fundamentals. We are extremely pleased to bring
this vote to our stockholders and look forward to
leveraging our proven track records and strong management
teams to provide value to all key constituencies --
stockholders, employees, customers and communities.
"Driven by strategic business fundamentals and
praised by securities analysts and community groups, the
merger of Washington Mutual and Great Western will create a
company that is well-positioned for long-term growth. We
are eager to deliver these benefits and anticipate that the
merger will be completed early in the third quarter of
1997, following the receipt of necessary regulatory
approvals."
The transaction is expected to be accounted for
as a pooling of interests. Terms of the transaction call
for the tax-free exchange of 0.9 share of Washington Mutual
common stock for each of Great Western's outstanding common
shares. Each share of Great Western 8.30% cumulative
preferred stock would be converted into one share of a new
series of Washington Mutual preferred stock with
substantially the same terms.
Washington Mutual's special meeting is scheduled
for June 13, 1997, at 2:00 p.m. at the Washington State
Convention and Trade Center, 800 Convention Place, Seattle,
Washington. Great Western's special meeting is scheduled
for June 13, 1997, 10:00 a.m. at the Great Western Employee
Center, 19809 Prairie Street, Chatsworth, California.
Separately, Great Western said that its May 12,
1997, press release concerning Ahmanson's proposed exchange
offer was not intended to be, and did not constitute, a
recommendation to stockholders concerning the exchange
offer within the meaning of the federal securities laws.
On Monday, Ahmanson announced it intended to commence an
exchange offer on the same financial terms as its current
merger proposal. Great Western's Board of Directors will
review the full terms of Ahmanson's proposed exchange offer
as filed today with the Securities and Exchange Commission
and promptly thereafter will make its formal
recommendation.
With a history dating back to 1889, Washington
Mutual is a diversified financial services company focusing
on families and small and mid-sized businesses. At year-
end 1996, Washington Mutual and its subsidiaries had
consolidated assets of $44.6 billion and operated more than
550 offices in Washington, California, Idaho, Utah,
Montana, Arizona, Colorado and Nevada. The company's
subsidiaries provide consumer and commercial banking, full-
service securities brokerage, mutual fund management and
insurance underwriting.
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.
Washington Mutual, Inc. ("Washington Mutual") 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 Financial Corporation ("Great
Western") and a wholly-owned subsidiary of 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 Washington Mutual (Douglas P. Beighle, David Bonderman,
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, William
G. Reed, Jr. and James H. Stever); the following executive
officers of Washington Mutual: Craig S. Davis, Steven P.
Freimuth, Lee D. 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, JoAnne 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.
Great Western and certain other persons named below may be
deemed to be participants in the solicitation of proxies in
connection with 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:
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
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.
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 proxy
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 securities issued by
Washington Mutual and its affiliates ("Washington Mutual
Securities") and Great Western and its affiliates ("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 May 5, 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" 17,445 of Great Western's common
shares; and (v) net "long" 160,000 shares of Great
Western's 8.30% preferred stock.
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 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 proxy
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,
Christopher Del-Moral Niles and Kavita Gupta. In the
normal course of their respective businesses Goldman Sachs
and Merrill Lynch regularly buy and sell Great Western
Securities and 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 May 5, 1997, Goldman Sachs had positions in Great
Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 9,273 of Great
Western's common shares and (ii) net "long" $1 million of
Great Western's deposit notes. As of May 5, 1997, Merrill
Lynch had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i)
net "long" 2,326 of Great Western's common shares; (ii) net
"long" 1,600 shares of Great Western's 8.30% preferred
stock; and (iii) net "long" 1,526 of Washington Mutual's
common shares.
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