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)
{_}Definitive Proxy Statement (Revocation of Consent Statement)
{_}Definitive Additional Materials
{X}Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as specified in its charter)
GREAT WESTERN FINANCIAL CORPORATION
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(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 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: _____________________________________________________
QUESTIONS AND ANSWERS
Q. IS GREAT WESTERN GOING TO MERGE WITH HOME SAVINGS?
A. The Great Western Board of Directors with the assistance of
our financial advisors and our legal counsel is continuing
to review the Ahmanson proposal and all of its implications.
We understand that this can be unsettling for employees,
but, at this point, we don't know exactly when this
evaluation will be complete. We will continue to make every
effort to keep you informed as this situation progresses.
Q. WHAT CAN I, AS A GREAT WESTERN EMPLOYEE, DO TO HELP RESOLVE
THIS SITUATION?
A. Even though this situation may be causing you some
uncertainty, Great Western needs you to focus on conducting
business better than usual. The most valuable contribution
you can make is to continue doing what you do best --
providing the best products and services to Great Western's
customers.
Q. WILL I HAVE A JOB IF GREAT WESTERN AND HOME SAVINGS MERGE.
A. We can't answer that question at this time because Great
Western hasn't yet responded to the Ahmanson proposal.
Q. IF MY JOB IS ELIMINATED, WHAT TYPE OF SEVERANCE BENEFITS
WILL I RECEIVE?
A. Even though we are still evaluating the Ahmanson proposal
and cannot predict the outcome of events, on Monday,
February 24, the Board of Directors moved quickly to help
protect our employees and approved a Change In Control
Benefits Program for eligible employees. The Board took
this action because we believe it is prudent and appropriate
to consider our employees' welfare. We believe the
severance program is comparable to those offered to
employees of other financial services companies in similar
situations. Plan details are attached to a Staff Bulletin
dated February 25. If you did not receive this bulletin,
please see your manager to obtain a copy.
Q. WHO CAN ANSWER MY QUESTION ABOUT THE CHANGE IN CONTROL
BENEFITS PROGRAM?
A. If you have questions after reviewing the bulletin and
attached plan, you may call Human Resources at (818) 775-
3555 or (800) 843-6093 at the following times:
Monday - Thursday 7 a.m. - 6 p.m. (Pacific Time)
Friday 7 a.m. - 3 p.m. (Pacific Time)
Q. IS THE HIRING FREEZE STILL IN EFFECT?
A. No. However, new hires salary grade 16 and above require
approval by the appropriate executive vice president.
Before extending an offer of employment, forward a completed
Employee Requisition Form to mail stop N 10 24, and Human
Resources will obtain the required executive vice president
signature.
Q. WHY DID THE COMPANY POSTPONE THE ANNUAL MEETING OF
STOCKHOLDERS?
A. We have only one goal -- to do what's best for Great Western
and its shareholders in an orderly and prudent manner.
Great Western won't be stampeded into hasty decision-making.
As soon as we have thoroughly considered the choices, we
will move as expeditiously as possible. We won't be rushed
to judgment.
Q. HAS A NEW DATE BEEN SET FOR THE ANNUAL MEETING?
A. No, not yet. This is something that will be determined by
the Great Western Board as the situation becomes clearer and
shareholders have sufficient information to make informed
decisions.
Q. SOME NEWS REPORTS NAME OTHER COMPANIES THAT MAY BE
INTERESTED IN GREAT WESTERN AS A MERGER PARTNER. IS GREAT
WESTERN NEGOTIATING WITH ANY OF THESE COMPANIES?
A. We are aware that there is much speculation in news reports,
but we cannot comment on what the Board may or may not
decide. It has long been Great Western's policy not to
comment on this type of speculation.
At the same time, we do not want to give employees the
impression that we do not appreciate your desire for
information. But fueling the rumor mill is not in the best
interests of the company and its shareholders and employees.
Similarly, if a customer asks you questions about these news
stories, please politely respond that it is Great Western
policy not to comment on those types of unsubstantiated
reports.
Q. IS THIS ACQUISITION BEING PROPOSED BECAUSE GREAT WESTERN IS
HAVING FINANCIAL DIFFICULTIES?
A. No, Great Western is not having financial difficulties. In
fact, we are financially strong and sound. The company is
well-capitalized and exceeds all federal capital
requirements for well-capitalized institutions. Moreover,
customer deposits are insured up to $100,000 by the SAIF
(Savings Association Insurance Fund), which is backed by the
full faith and credit of the U.S. government.
Q. I'VE READ THAT H.F. AHMANSON IS ATTEMPTING TO OBTAIN
"CONSENT SOLICITATIONS" FROM GREAT WESTERN STOCKHOLDERS.
WHAT DOES THAT MEAN?
A. As is the case with most major U.S. corporations, Great
Western is incorporated in Delaware, and our corporate
affairs are governed by Delaware law. There are two ways
that shareholders can act: 1) by voting in person or by
proxy at a meeting of shareholders, or 2) by giving their
written consent to act. If a majority -- 50.1 percent -- of
the outstanding shares sign consent forms, it has the same
effect as if an action was voted on and approved at a
shareholders' meeting -- even though a shareholders' meeting
was not held.
Q. WHY DID THE COMPANY ADOPT AN AMENDMENT TO GREAT WESTERN
BYLAWS ESTABLISHING PROCEDURES FOR SETTING A RECORD DATE FOR
THE CONSENT SOLICITATION?
A. The bylaw amendment is designed to establish an orderly
process for the Ahmanson consent solicitation. Shares of a
corporation's stock are bought and sold every day, and the
purpose of a record date is to determine which shareholders
are entitled to vote (or act by consent) on a particular
matter. On March 3, the Board of Directors established a
record date of March 13. Shareholders who own stock on that
record date are entitled to vote (or give their consent).
Without this new bylaw, Ahmanson could have the ability to
set the record date by simply delivering a single consent
form from one shareholder -- such as itself. Other
shareholders might not even know that a record date for the
consent solicitation was being set. The amendment's purpose
is to ensure that our stockholders are not stampeded into
acting before they have all the necessary information needed
to make informed decisions.
Q. AHMANSON HAS ANNOUNCED ITS INTENTION TO SOLICIT WRITTEN
CONSENTS FROM GREAT WESTERN STOCKHOLDERS WITH RESPECT TO
FIVE PROPOSALS. WHAT ARE THOSE PROPOSALS?
A. One proposal is a non-binding advisory resolution asking the
Great Western Board of Directors to consider any offers it
receives for the merger of the company. Here is what it
says -- if no other offers to enter into a merger agreement
are received by Great Western by May 22, the Board should
negotiate a merger agreement with Ahmanson on the terms that
Ahmanson has publicly proposed.
But the resolution is non-binding because under Delaware law
the shareholders can't force the Board of Directors to take
that action. Entering into a merger agreement in the first
instance is the Board's prerogative. However, if it were
approved, Ahmanson could try to use the non-binding
resolution to show that shareholders support its proposal.
The second proposal, which would be binding, would amend
Great Western bylaws. In effect, it would prevent Great
Western and a third-party bidder from agreeing to a break-up
fee or similar financial arrangement valued at more than
$100 million without shareholder approval.
Ahmanson is also soliciting consents for three additional
proposals. One proposal is to amend the bylaws to require
that the Annual Meeting of Stockholders be held on the
fourth Tuesday in each year or within 14 days of such date.
As noted on page 3, the Board of Directors has postponed the
Annual Meeting in order to allow Great Western and its
shareholders to act in an orderly and prudent manner.
The other proposals are to amend the bylaws to require that
all business properly brought before any meeting of
stockholders be acted upon before any meeting is adjourned
and to prohibit the Great Western Board from amending or
repealing any bylaw amendments passed as a result of the
Ahmanson consent solicitation without approval of Great
Western's stockholders.
Q. WHEN WILL EMPLOYEES KNOW MORE?
A. As soon as we conclude the evaluation of the proposal and
are able to respond to Ahmanson. We don't know exactly how
long that process will take. However, we ar committed to
informing employees regularly and to being as open as
possible in our communications.
Q. MY OFFER IS NOT ON THE VOICE MAIL SYSTEM. WHAT DID JOHN
MAHER'S MOST RECENT MESSAGE SAY?
A. On Wednesday, February 26, Great Western President and Chief
Executive John Maher delivered the following message to
employees:
"By now you should have reviewed the Change in Control
Severance Plan. The Board of Directors and I have tried
very hard to develop a benefits plan that is fair to you.
As you know, it is very important to me that Great Western
employees be treated fairly in this situation.
"That is what this benefit plan is designed to do --
consider your interests so you can take care of business,
serve your customers, and meet your business goals and
objectives. I know I can count on you to keep your eye on
the ball.
"This week we also announced the postponement of our Annual
Stockholder Meeting and some legal actions taken by Great
Western. Our major objective is to prevent your company and
Board from being stampeded into making hasty decisions.
"Most actions you read about are taken to ensure that we
make wise decisions. We will not be rushed to judgment.
"We intended to work our way through this situation in a way
that serves the best interests of our shareholders. That's
what I am committed to doing.
"Thank you for your hard work."
Great Western and certain other persons named below may be
deemed to be participants in the solicitation of revocations
of consents in response to H.F. Ahmanson's consent
solicitation. 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 (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 Schenck 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,
Great Western Bank), 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 and
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.
