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:
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{_} 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)
-----------------------------------------
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[Press Release]
NEWS
[Great Western Logo]
FOR IMMEDIATE RELEASE
MARCH 31, 1997
Contacts: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
AHMANSON MISCHARACTERIZES CURRENT RESULTS
OF CONSENT SOLICITATION
CHATSWORTH, Calif. -- In response to H.F. Ahmanson &
Company's deliberate attempt to misleadingly portray the current
status of its pending consent solicitation, Great Western
Financial Corporation (NYSE: GWF) today released the following
statement:
"Ahmanson's attempt to mischaracterize the results of its
pending consent solicitation is another striking example of
Ahmanson's increasing effort to draw attention away from its
inferior merger proposal. Despite Ahmanson's carefully
orchestrated attempts to spin it otherwise, it is an
indisputable fact that an overwhelming majority of Great
Western stockholders have not consented to Ahmanson's
proposed resolutions and amendments to Great Western's By-
laws. Consent solicitations are unique in that most
stockholders who do not support the proposed resolutions or
By-law amendments simply do not vote. For Ahmanson to tout
the fact that a significant percentage of the 'voted' shares
have supported its consent is silly, as well as misleading.
"What Ahmanson has carefully avoided acknowledging is that
it has fallen far short of obtaining the necessary consents
from a majority of Great Western shares by its artificial
March 27 deadline. It set its own target date and failed
because of a lack of support from our stockholders.
Ahmanson drew a line in the sand and our stockholders
stepped right over it.
"We believe that Great Western stockholders recognize that
the resolutions and By-law amendments proposed by Ahmanson
are not designed to benefit Great Western stockholders --
instead they are designed for the sole benefit of Ahmanson.
If Ahmanson believes that these proposed By-law amendments
enhance stockholder value, Ahmanson's By-laws would contain
these very same provisions. In fact, none of the By-law
amendments that Ahmanson has proposed for Great Western
appear in Ahmanson's own By-laws.
"Great Western remains strongly committed to its strategic
merger agreement with Washington Mutual. The Board fully
appreciates its fiduciary responsibilities to Great
Western's stockholders and will continue to act to fulfill
such responsibilities."
Great Western strongly urges stockholders not to sign any consent
card sent by Ahmanson and asks stockholders to discard Ahmanson's
white consent card. Great Western stockholders are further urged
to sign, date and mail the BLUE consent revocation card.
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.
# # #
Great Western Financial Corporation ("Great Western") 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 and a wholly-owned subsidiary of Washington Mutual, Inc.
("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 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: Stephen F. Adams, Bruce F. Antenberg, Barry R.
Barkley, 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 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 Great Western Participants do not beneficially own,
individually or in the aggregate, in excess of 1% of Great
Western's equity securities.
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 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 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, Alex Sun,
Christopher Del-Moral Niles and Kavita Gupta. In the normal
course of their respective businesses Goldman Sachs and Merrill
Lynch regularly buy and sell securities issued by Great Western
and its affiliates ("Great Western Securities") and Washington
Mutual and its affiliates ("Washington Mutual Securities") for
its own account and for the accounts of its customers, which
transactions may result from time to time 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 March 14, 1997, Goldman
Sachs held positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net "long" 9,669
of Great Western's common shares; (ii) net "long" $1 million of
Great Western's deposit notes; and (iii) net "long" 1,980 of
Washington Mutual's preferred stock. As of March 14, 1997,
Merrill Lynch had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net
"long" 8,800 of Great Western's common shares; and (ii) net
"long" of 1,775 shares of Great Western 8.30% preferred stock;
and (iii) net "long" 1,527 of Washington Mutual's common shares.
Other participants in the solicitation include Washington
Mutual and may include the directors of Washington Mutual
(Douglas P. Beighle, David Bonderman, Herbert M. Bridge, 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, Louis H. Pepper, William
G. Reed, Jr. and James E. Stever); the following executive
officers of Washington Mutual: Lee 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, JoAnn 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. The Washington Mutual 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 persons related to it 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 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 Washington Mutual Securities
and Great Western Securities for its own account and for the
account 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 March 14, 1997, Lehman Brothers had positions
in Washington Mutual Securities and Great Western Securities as
principal as follows: (i) net "short" 124 of Washington Mutual's
common shares; and, (ii) net "short" 3,327 of Great Western's
common shares.
# # #
