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))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} 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)
-----------------------------------------
(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: ______________________________________________________
[Mailgram]
[Name and Address]
April 4, 1997
Dear Great Western Stockholder:
Ahmanson persists in pressuring Great Western stockholders to
give consent to proposals we believe are designed to benefit only
Ahmanson's stockholders, not Great Western's. Having admitted
that it failed to obtain the requisite consents by its artificial
March 27 deadline, Ahmanson is now selectively quoting from the
recommendations of ISS, an advisory group, in an attempt to
pressure you into supporting its self-serving proposals.
DON'T BE FOOLED BY AHMANSON
Ahmanson claims that its proposed By-law amendments will benefit
Great Western stockholders and YET AHMANSON'S OWN BY-LAWS CONTAIN
NO SUCH PROVISIONS.
In contrast, your Board has discharged and continues to discharge
its fiduciary duties to you in an exemplary manner. In
unanimously approving the Great Western/Washington Mutual merger
agreement, your Board acted prudently and responsibly, and
achieved literally hundreds of millions of dollars of additional
value for Great Western stockholders.
You should also know that, Ahmanson's selective quotes aside, ISS
HAS STATED EXPLICITLY THAT IT IS NOT COMMENTING on the relative
merits of the Great Western/Washington Mutual merger agreement
and Ahmanson's unsolicited proposal, and ISS HAS MADE NO
RECOMMENDATIONS as to how stockholders should vote in connection
with the election of directors at Great Western's Annual Meeting.
GREAT WESTERN/WASHINGTON MUTUAL MERGER MOVING FORWARD
Great Western remains strongly committed to its strategic merger
agreement with Washington Mutual, and is working closely with
Washington Mutual's Board of Directors to move forward with the
merger. It is our strong belief that a combination with
Washington Mutual will provide you with a superior value
opportunity.
ACT NOW TO PROTECT YOUR INVESTMENT
It is important that you act promptly to protect your investment
by revoking any consents you may have previously given. We have
established an easy method to enable you to revoke any consent
you may have previously made, by toll-free telephone. Please
follow the simple instructions below.
If you have any questions, please call Georgeson & Company, our
solicitor, at 1-800-223-2064.
Sincerely,
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
GREAT WESTERN FINANCIAL CORPORATION
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram
to ID No. 4202, Great Western Financial Corporation in
opposition to the solicitation by H. F. Ahmanson and
Company.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and
your control number as shown below:
Name: <NA.1>
Broker: <Broker>
Control number: <ControlNum>
Number of shares: <NumShares>
If you need assistance in voting, call our solicitor, Georgeson &
Company Inc. at 1-800-223-2064.
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 AND 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
RECOMMENDS THAT YOU "REVOKE CONSENT."
AHMANSON PROPOSAL 1: Non-binding advisory resolution
regarding the consideration of merger proposals. (For
complete text, see Proposal 1 in the Second Supplement
to Great Western's Revocation Statement.)
( ) REVOKE CONSENT ( ) DO NOT REVOKE CONSENT ( ) ABSTAIN
AHMANSON PROPOSAL 2: Non-binding advisory resolution
regarding 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 the Second
Supplement to Great Western's Revocation Statement.)
( ) REVOKE CONSENT ( ) DO NOT REVOKE CONSENT ( ) ABSTAIN
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 dated March 4, 1997.)
( ) 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 dated March 4,
1997).
( ) 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 dated March 4,
1997.)
( ) REVOKE CONSENT ( ) DO NOT REVOKE CONSENT ( ) ABSTAIN
IF NO DIRECTION IS MADE, THIS REVOCATION OF
CONSENT WILL BE DEEMED TO REVOKE ALL PREVIOUSLY EXECUTED
CONSENTS WITH RESPECT TO ANY OR ALL OF THE PROPOSALS SET
FORTH HEREIN.
-----------------------------------------
The participants in this solicitation have been
previously disclosed in Great Western's Third Supplement
to its Revocation Statement dated March 27, 1997, a copy
of which was previously furnished to you, and subsequent
material furnished to you.
