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[TRANSCRIPT]
3/8/97 GREAT WESTERN ON TARGET - SPECIAL EDITION
GW On Target
Video
GW
Special Edition -- March 11, 1997
Summary
-------
PLEASE WATCH THIS VIDEO WITH YOUR STAFF
This special edition of Great Western On Target is devoted to the
merger agreement between Great Western and Washington Mutual
which was announced on Thursday, March 6. The video includes
remarks from senior executives from both companies, plus
highlights from a Great Western employee meeting held on the
Northridge campus on the day of the announcement.
Contents of This GW Target Video Package:
-----------------------------------------
* Video * Viewer Survey
Introduction
------------
Great Western urges managers to share this program with their
employees at a staff meeting. Also, everyone who sees the video
is asked to take a few moments to fill out the enclosed survey.
Your feedback is very important to enable us to continue to
fulfill your communications needs.
Video Contents
--------------
On March 6, 1997, an historic merger agreement between Great
Western and Washington Mutual. Kerry Killinger, Chairman,
President, and CEO of Washington Mutual made this announcement at
an Investor's Meeting in New York. He expressed his enthusiasm
for this combination, as did John Maher, President and Chief
Executive of Great Western. Mr. Maher stated that both companies
have a history of becoming more bank-like, offering a broader
range of products and evolving strategically in a similar
fashion. He thanked the Great Western employees for their
contributions: "You've done a wonderful job and, frankly,
because of the job you've done, we have a wonderful partner and
wonderful value for our stockholders."
Later in the afternoon, Vice Chairman Bill Schenck presided over
an employee meeting held on the Northridge campus, introducing
Mr. Killinger and Mr. Maher via teleconference from New York.
Bill Schenck recapped impressive statistics resulting from the
merger:
* An $87 billion banking company * The 12th largest banking
* 4.1 million households company in America
* 502 consumer finance offices * 1,153 bank and mortgage
* 6th largest mortgage origination branches
company in the United States * $5 billion in mutual funds
under management
He cited several reasons why Great Western and Washington Mutual
are a good match: "Washington Mutual, like Great Western, is
committed to customer service. It has an aggressive deposit
product management approach. It does consumer lending. It does
business banking. It's aggressive in mortgage origination and
growing servicing. It's committed to management of mutual funds
and to growth in Florida, where there is no presence now. It's
committed to CRA, where they, too, have an outstanding rating.
And they want to keep Great Western's name." He devoted the last
hour of the meeting to employees' questions covering various
topics, including decentralization, employee benefits and
potential layoffs. He closed by stating: "I'm tremendously
proud of what we've built here. I'm tremendously proud of what
you've accomplished and what we've set out for ourselves in
1997."
FADE IN:
B-Roll: Headlines announcing Ahmanson & Washington Mutual bids
NARRATOR
It's the biggest news in Great Western history!
Opening MUSIC and ANIMATION
NARRATOR
Washington Mutual's Kerry Killinger announces a deal.
John Maher speaks to Great Western employees.
...and Bill Schneck meets with employees to
discuss what it all means for you.
We've got the very latest in this Special
Edition of... "Great Western on Target."
GRAPHICS BUMPER #1 - Investors meeting footage
SUPER: "Big News"
NARRATOR
On Thursday, March 6, Great Western and
Washington Mutual announced an agreement to
merge the two institutions...to create what
will become the nation's 12th largest banking
franchise.
SOT: Kerry Killinger
KILLINGER
This morning, we announced an historic merger
agreement between Washington Mutual and Great
Western. We believe this is a terrific
transaction that positions Washington Mutual
to be THE leader in the savings bank industry
and one of the nation's top performing
financial institutions. We also believe the
shareholders of Washington Mutual and Great
Western will benefit greatly from this
combination.
B-ROLL: Press conference, newspaper headlines, company logos,
etc.
NARRATOR
The move followed a hostile bid by H.F.
Ahmanson & Co., the patent company of Home
Savings. The merger with Washington Mutual
was lauded as a preferable arrangement.
KILLINGER
This transaction, this combination, is about
powerful growth, not about slash and burn
liquidation.
B-ROLL: Investors meeting footage.
NARRATOR
The same day, top executives from Great
Western and Washington Mutual explained the
deal to investors and industry analysts in
New York City.
SOT: Sound up briefly
SOUNDER UNDER: Maher interview
NARRATOR
John Maher also took time to explain for
"Great Western on Target" why Washington
Mutual, which also recently acquired American
Savings, emerged as a better partner for
Great Western than Ahmanson.
SOT: Maher
MAHER
(00:02:07:03)
I think, like Great Western, "Wamu" has a
history of becoming more bank-like. A
broader range of products, be they
securities, annuities, checking accounts and
so forth and so on. So the two companies
have evolved strategically in a very similar
fashion, similar systems and so forth.
Particularly at a branch level, significantly
more advanced than Ahmanson.
(00:08:47:29)
I think the combined franchise is really
quite extraordinary. Washington Mutual has
wonderful market share in both Washington and
Oregon. They have expanded market share in
California through the recent acquisition of
the American Savings. The combination of
Great Western with their American Savings
franchise in California is compelling. And
we already enjoy a significant franchise in
Florida.
NARRATOR
The issue of job loss was also addressed.
MAHER
(00:03:19:22)
I think in any combination like this, there
will be job loss. And to pretend otherwise
would just be ridiculous. I think Washington
Mutual, like ourselves, will make objective
decisions based on merit. That's the way the
world's supposed to work.
(00:10:52:10)
But I do want to thank people for adapting to
the changes that we've asked them to adapt
to, particularly over the last four or five
years, while simultaneously cutting back some
as far as staff. You've done a wonderful job
and, frankly, because of the job you've done,
we have a wonderful partner and wonderful
value of our stockholders.
GRAPHICS BUMPER #2 - Employee meeting footage
NARRATOR
Finally, Vice Chairman Bill Schneck led a
meeting for Great Western employees in
Northridge, California. Many issues
concerning the proposed merger were addressed
and clarified. And enthusiasm for the
proposition was evident from the beginning.
SOT: Bill at podium (intercut with audience shots as necessary)
SCHNECK
Hey. So. What's going on here? (AUD
LAUGHS)... Actually, I did have something I
wanted to say to you. Welcome to the 1997
United Way kickoff. (BIG LAUGHS)
Let me start with a question. The question
is, what is Great Western Bank? Is it the
building? Is it the products that we have?
Is it this logo? Or those computers over
there? You know it's not. Great Western
Bank is you. This a people business and you
are Great Western Bank. Let me tell you
something. Last night, somebody paid you a
huge compliment. Not just that they said
they want to buy this company. But they said
they want to buy this company for a premium
that's higher than has ever been paid for a
major thrift. The premium that's among the
highest that's ever been paid for a financial
institution, a banking institution of any
kind.
This Company is 100 years old. We've
controlled our destiny for 100 years.
We're going to decide what is the very best
alternative for our shareholders, for our
customers, and for our employees. And we're
going to make that decision ourselves. So we
started a process of looking at those
alternatives. And we found the best
alternative. The best alternative is to join
with Washington Mutual.
Let me tell you something about what we've
put together here in the transaction...
CG OVER BG: Post numbers as they're mentioned
SCHNECK (VO)
An $87 billion banking company. The 12th
largest banking company in America. 4.1
million households. 1,153 bank and mortgage
branches. 502 consumer finance offices -
ours. $5 billion in mutual funds under
management. 16.1 billion in mortgages
originated in 1996. Sixth largest mortgage
origination company in the United States.
Branches in 7 states. A clear #3 position in
California and a very very real alternative
to the Bank of America and Wells Fargo. #2
deposit position in Washington. #3 in
Oregon. And, of course, continuing, #5
position in Florida and banks in Idaho,
Montana and Utah. The #2 mortgage
origination position in California, with a
very strong desire to be #1. #1 in
Washington in mortgage origination and #1 in
Oregon.
SOT: Schneck
SCHNECK
Washington Mutual, like Great Western, is
committed to customer service. It has an
aggressive deposit product management
approach. It does consumer lending. It does
business banking. It's aggressive in
mortgage origination and growing servicing.
It's committed to bank broker dealers. It's
committed to management of mutual funds. To
growth in Florida, where there is no presence
now. It's committed to CRA, where they, too,
have an outstanding rating. And they want to
keep Great Western's name. And they want us
to take responsibility for integrating
American Savings into Great Western Bank.
If you haven't read it in the paper yet, you
will. It says 200 branches closing. Let me
tell you what that means. About 100 mortgage
sales offices, many of which are ours, are in
the process of moving into our branches. So,
of that 200, subtract 100 right away. No job
loss. Those are mortgage people moving into
branch banks. Then focus on 100 branches,
and that's more what we're talking about.
Remember this, there's a high turnover in
branch banks...
...We're going to be very much focused on
that turnover and on the attrition that
occurs there, and use that to the very best
extent that we can to eliminate the need for
eliminating jobs.
I want to go beyond the branches for a
moment, and talk about a more basic question.
The question maybe is going through your mind
and that is, "Will I keep my job?" I can't
look you in the eye and say, "Absolutely,
unequivocally, yes." But I can look you in
the eye and say something else. A year ago,
Washington Mutual was a $22 billion company.
Today, it's a $45 billion company. Before
the end of 1997, it'll be a $90 billion
company. And the question is, who's going to
do the work?
If you're a contributor at Great Western Bank
today, a strong contributor, the chances are
very, very good that people are going to be
all over you to be a contributor at the new
Great Western Bank.
B-ROLL: Audience listening
NARRATOR
Deanna Oppenheimer, Washington Mutual's
Executive Vice President, Corporate Relations
and Marketing, echoed Mr. Schneck's
enthusiasm.
SOT: Oppenheimer
OPPENHEIMER
We are so enthusiastic about the potential of
joining these two companies together. And
the reason being, as I'm sure you're going to
hear this characterized as, because this is
about growing a franchise and really building
the greatest opportunity for the future. So
we just want you to know from Washington
Mutual, how thrilled we are to be here and
how thrilled we are to be meeting with all of
you and how much we're looking forward to the
close and progressing on this transaction.
Thanks a lot.
B-ROLL: Audience and Bill listen to phone hook-up.
NARRATOR
Washington Mutual's Kerry Killinger also
expressed his enthusiasm via teleconference
from New York...and had a very important
message for Great Western employees.
KILLINGER (VO)
You are the asset we are really interested
in. Everything else is just bricks and
mortar and stuff that really isn't of much
value. It's people. And you can trust that
if we can get together that I will value you
very very much and we'll do what we can to
build this company together. Thank you.
NARRATOR
John Maher added his thanks from New York as
well.
MAHER (VO)
Mostly what I want to say, though, is how
proud I am of how you all have helped me to
bring this company along to the point where
we could put ourselves together with a
company with the quality of "Wamu."...
Thanks a lot and keep it up.
B-ROLL: Q and A session
NARRATOR
Finally, a lengthy question and answer
session gave employees the opportunity to
talk at length about their concerns.
SOT: Scott Barrick
BARRICK
Is it possible that Washington Mutual will
keep the Northridge Service Center as a
decentralized operating site and there will
be, as a result, there will be more jobs that
are here, or do they have a centralized style
of management that will pull more jobs back
to Seattle?
SOT: Bill
SCHENCK
...to say that the knee-jerk approach is to
centralize is absolutely wrong. The only
approach is to look at what's best and take
the very best pieces and have them applied to
the company as a whole. That means there's a
very good chance that there'll be a real
serious operating activity at this center.
SOT: Bill Schiffman
SCHIFFMAN
Maybe you can comment on how this deal is
different than the First Interstate/Wells
Fargo deal... What is it about Washington
Mutual that's different from...Wells Fargo or
Ahmanson?
SOT: Schneck
SCHNECK
That's a very interesting question. Because
one of the things that is true here is that
the entire team that worked for Wells Fargo
in that hostile takeover attempt of First
Interstate is working for Ahmanson. The same
people and the same strategy. What's the
difference? Ahmanson's not Wells Fargo.
(LAUGHS, CLAPS) And that is literally true.
And Wells Fargo was able to pull it off
because of their deep financial strength,
their earnings history, the quality of their
management, and the belief that the market
had in the company. And we have a different
situation here. And that's really the
fundamental difference, I think.
B-ROLL: Bill listens to question from other room.
MICHELE ROSS (VO)
...I work in Human Resources and we are all
wondering how this is all going to affect us,
how we can better serve the employees.
SOT: Schneck
SCHNECK
We'll tell you this: that 60% of Washington
Mutual's activities, meaning the new Great
Western, is in California. So HR support is
certainly necessary across this company...
and that's true of all the support areas.
We've got to figure it out as we go, but,
again, a $20 billion company going to a $45
billion company, going to a $90 billion
company... who's going to do the work?
SOT: Schneck
SCHNECK
Trish wants to know what's going to happen to
her benefits. (PAUSE, LAUGHS). Trish, would
you please answer that question? (BIG LAUGH)
SOT: Trish Benninger
BENNINGER
What is going to happen to our benefits? I
have talked to Lynn Rider, she's the human
resources director in Seattle, and we had a
real good conversation about the benefits at
Washington Mutual. We've heard many times
today how similar they are to Great Western.
Let me tell you, their benefits are very,
very similar to ours. Maybe a few
differences, but, overall, I think you're
going to have a few surprises that you will
really like. Lynn has asked that I not share
with you any particulars until she's able to
get a full and complete written communication
to you. She said it should be ready within a
week or two. But I think you're going to be
very, very pleased.
SOT: Natalie Wooldridge.
WOOLDRIDGE
I had a question, and that is... What can we
tell our customers? How can we deal with our
customers? If it's not for our customers, we
don't stay here.
SOT: Schneck
SCHNECK
I like you. (LAUGH). Because, after all,
they set the rules, don't they? Here's what
we can tell our customers: virtually no
change. Some improvement in our systems, but
the name is still on the door. The people
are still in the branch. There's actually
gonna be more branches in California with the
Great Western name on it. They're gonna be
able to do their banking now from Seattle to
San Diego, from the Canadian border to the
Mexican border. The, there'll be a few new
products. Washington Mutual is ahead of us
in PC banking. There'll be a few new
products for Washington Mutual's customers,
because they like the business loan products
that we have in our branches. It's really a
win for our customers, because there's very
little disruption.
SOT: Unidentified employee (will get name from tape)
EMPLOYEE
After the merger is complete... is there
possibility of any layoffs?
SOT: Schneck
SCHNECK
After the merger occurs, there is the
possibility. But let me talk about that.
First of all, for people who are performing
well... the opportunities to work in this
larger company, to take on responsibility for
managing a $90 billion company, is very, very
high. You know, you can never say
absolutely, positively guaranteed that that
job will be there, but I can tell you that to
move from a $40 billion company to a $90
billion company requires a huge effort. And
a lot of people. So that's one point.
Another point is to accept that as we
consolidate some branches and some back
office operations, we're going to be focused
first on attrition. In other words, the
natural act of moving out of town or leaving
to take another job and not fill that other
job right away if you can avoid doing it, so
that when we come together there'll be job
openings for, hopefully, everybody.
In sales jobs, in jobs where you're producing
revenue, we need as much revenue as we can
get in this environment. So the idea of
anybody losing their job who's able to
produce revenue in this company is just not
practical. We have to have producers. So
that doesn't answer your question directly.
I wish I could give you an exact answer.
Who, how many, when. All I know is what
we've done so far is go through a series of
alternatives to find out the best thing for
you. And clearly, the hostile takeover was
not one of the best things for you. And
we're going to continue that mindset
throughout this process.
And, again, your best resume is last month's
performance. So just keep doing what you're
doing and do it well.
SOT: (MALE EMPLOYEE, WILL BE IDENTIFIED FROM TAPE)
EMPLOYEE
What's in store for you? (LAUGHS)
SOT: Schneck
SCHNECK
Well, I'll tell you what -- if my wife and I
are lucky we're going to have a grandchild...
tonight! (APPLAUSE) And our daughter really
hopes that true, let me tell you!
SOT: (FEMALE EMPLOYEE, NAME CUT OFF ON TAPE)
EMPLOYEE
First of all, I want to thank you for this
opportunity to have such an open forum for
questions. The total communication we've had
all along, as well as these kinds of
questions opportunities I think far exceed
everybody's expectations. And, secondarily,
my question has to do with are we going to
have a mechanism in place for submitting
questions in the future? I think everybody's
going to continue to have even more as we
move forward.
SOT: Schneck
SCHNECK
The answer is yes. Absolutely. We'll have a
way to communicate and a way for questions to
be asked and then answer those questions. I
can't tell you the exact format it'll take
but we're going to err on the side of
overcommunicating.
SOT: Jaynie Studenmund
STUDENMUND
...all I want to say is something on personal
experience. And I think any of you that have
been through this know that it's true. It is
an emotional rollercoaster. And so I think
as excited and pleased as we are with the way
things have turned out today, it's going to
take turns and spins along the way that
affects everybody differently. And I just
wanted to say that's OK. That's really OK.
Know when you're feeling that that Bill feels
that, I feel that, folks at Washington
Mutual, I'm sure, feel that. It's just OK.
And I think that this whole theme of
"business better than usual" really works
because, you know, in life it's better to
focus on the things you can control. But
I've only been here for a year and I feel
really lucky to be a part of Great Western.
This is a fabulous company and I think we got
a heck of a price for our company.
SOT: Schneck
SCHNECK
This has, as Jaynie said, been an emotional
roller coaster for a lot of us. I know one
of the things, no, THE thing that gets me up
in the morning and coming in and spending
time with the people I spend time with every
day. I suppose that affects you too. That's
really the element of satisfaction in what
you do. I'm tremendously proud of what we've
built here. I'm tremendously proud of what
you've accomplished and what we've set out
for ourselves in 1997. And what I know we'll
accomplish over the next six months. I think
we've done the very best thing. The
circumstances that we've found ourselves in
for our shareholders and for our customers
and most especially, the very best thing for
you. And I think you'll see that in the
coming months. Thank you for coming together
to talk about this today.
B-ROLL: Audience applauds.
DISSOLVE TO:
Closing MUSIC and ANIMATION.
SCROLL CG OVER BLACK:
Great Western and certain other persons named below may be deemed
to be participants in the solicitation of proxies in favor of the
approval of the merger of Great Western and Washington Mutual,
Inc. at an as-yet unscheduled special meeting of Great Western
stockholders. 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); the
following executive officers of Great Western: J. Lance Erikson
(Executive Vice President, Secretary and General Counsel), Carl
F. Geuther (Vice Chairman and Chief Financial Officer), Michael
M. Pappas (Vice Chairman and President, Consumer Finance
Division), A. William Schneck III (Vice Chairman), Ray W. Sims
(Executive Vice President), and Jaynie M. Studenmund (Executive
Vice President); and the following other members of management of
Great Western: Stephen F. Adams (First Vice President, Associate
General Counsel and Assistant Secretary), Bruce F. Antenberg
(Senior Vice President - Finance, Treasurer and Assistant
Secretary), Barry R. Barkley (Senior Vice President and
Controller), Ian D. Campbell (Senior Vice President), Charles E.
Coleman (Vice President, Great Western Bank), Allen D. Meadows
(Senior Vice President), and John A. Trotter (First Vice
President, Great Western Bank).
As of the date of this communication, James F. Montgomery and
John F. Maher beneficially owned 605,488 shares of 611,762 shares
of Great Western common stock, respectively (including shares
subject to stock options exercisable within 60 days). The
remaining participants do not individually, or in the aggregate,
beneficially own in excess of one percent of Great Western's
equity securities.
FADE IN:
COPYRIGHT OVER BLACK
