<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / 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)
H. F. AHMANSON & COMPANY
(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 transaction:
(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:
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
MONTGOMERY SECURITIES
THE POWER OF GROWTH
KEVIN M. TWOMEY
H. F. AHMANSON & COMPANY
FEBRUARY 28, 1997
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
CAUTIONARY STATEMENT
THIS PRESENTATION CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT
TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON
REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED;
(C) AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES
EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD
LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES:
(1) EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR
REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED
MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GWF ARE GREATER THAN EXPECTED;
(5) CHANGES IN THE INTEREST RATE ENVIRONMENT REDUCE INTEREST MARGINS; (6)
GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE STATES IN WHICH THE
COMBINED COMPANY WILL BE DOING BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR
(7) LEGISLATION OR REGULATORY CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH
THE COMBINED COMPANY WOULD BE ENGAGED. FURTHER INFORMATION ON OTHER FACTORS
WHICH COULD AFFECT THE FINANCIAL RESULTS OF AHMANSON AFTER THE PROPOSED MERGER
IS INCLUDED IN FILINGS BY AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION,
(THE "COMMISSION"), INCLUDING A REGISTRATION STATEMENT ON FORM S-4 FILED WITH
THE COMMISSION ON FEBRUARY 18, 1997, AND THE COMMISSION FILINGS INCORPORATED BY
REFERENCE THEREIN.
-2-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
WHO WE ARE
Starting with a great loan and deposit franchise, strong capital, and terrific
people, we are advancing:
. To strong core profitability
--from a history of lackluster results
. To a full-service consumer bank
--from a traditional S&L
. Our commitment to increasing shareholder value
--from a focus on size and geographic spread
-3-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
WHO WE ARE
A CONSUMER BANK
. ASSETS $49.9 BILLION
. DEPOSITS $34.8 BILLION
. LOANS $46.1 BILLION
. SHAREHOLDERS' EQUITY $ 2.4 BILLION
. # OF FINANCIAL SERVICE
CENTERS / STATES 391 / 4
. # OF LOAN OFFICES / STATES 125 / 9
. MORTGAGE SERVICING $59 BILLION
-4-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
WHO WE ARE
SIGNIFICANTLY IMPROVED RETURNS
CASH RETURN ON ASSETS
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
4Q96
Quarters: 1Q96 2Q96 3Q96 4Q96 (Reported)
0.53% 0.58% 0.62% 0.78% 0.73%
</TABLE>
CASH RETURN ON EQUITY
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
4Q96
Quarters: 1Q96 2Q96 3Q96 4Q96 (Reported)
9.6% 10.8% 11.6% 16.6% 14.7%
</TABLE>
- ------------------
3Q96 excludes SAIF recap and First Interstate branch acquisition charges
-5-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
Financial Goals:
ROE - 18%
Efficiency Ratio - below 50%
EPS Growth
Capital - "well capitalized"
-6-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
. ENHANCING SHAREHOLDER VALUE
- LOWER CREDIT COSTS
- HIGHER FEE INCOME
- EXPENSE CONTROL
- CAPITAL MANAGEMENT
- FRANCHISE CONSOLIDATION AND DEVELOPMENT
-7-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
OTHER FEE INCOME
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96
Other Fee Income
($ in Millions): $27 $27 $31 $34 $44
</TABLE>
-8-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
G&A
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96
G&A
($ in Millions): $199 $193 $190 $190 $188
</TABLE>
-9-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
EFFICIENCY RATIO
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
Quarters: 1995 1Q96 2Q96 3Q96* 4Q96
Efficiency Ratio: 58.9% 53.8% 52.8% 53.1% 49.5%
</TABLE>
* 3Q96 excludes Savings Association Insurance Fund ("SAIF") recap and First
Interstate branch ("FIB") acquisition charges.
-10-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
<TABLE>
<CAPTION>
CREDIT COSTS*
[GRAPH APPEARS HERE]
<S> <C> <C> <C> <C> <C>
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96
Credit Costs ($ in
Millions): $63 $72 $61 $61 $57
</TABLE>
- ----------------
* Provision and REO
-11-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
<TABLE>
<CAPTION>
NONPERFORMING ASSETS
[GRAPH APPEARS HERE]
<S> <C> <C> <C> <C> <C> <C>
12/95 3/96 6/96 9/96 12/96 1/97
Nonperforming Assets
($ in Millions): $949 $977 $954 $898 $846 $842
</TABLE>
NPAs dropped by $183 million or 18% from their February 1996 peak.
-12-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
RESIDENTIAL 1-4 FAMILY
NONPERFORMING LOANS
---------------------------
Cumulative decline since
February 1996: $152 million
---------------------------
($ in Millions)
<TABLE>
<CAPTION>
1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 29 $ 29 $(21) $(26) $(19) $(11) $(22) $(19) $(10) $(13) $ (8) $ (2) $(1.4)
</TABLE>
-13-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
RESIDENTIAL 1-4 FAMILY REO
[GRAPH APPEARS HERE]
---------------------------
Cumulative increase since
February 1996: $15 million
---------------------------
($ in Millions):
<TABLE>
<CAPTION>
1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 6 $ (1) $ (3) $ 8 $ 11 $ 6 $ 7 $ 7 $ 5 $ (1) $ (12) $ (13) $ (0.3)
</TABLE>
-14-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
CUSTOMER INFORMATION
<TABLE>
<CAPTION>
1995 1996 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Households 1.2 million 1.4 million 17%
Accounts with debit cards 45,000 317,000 604%
Checking accounts 650,000 893,000 37%
</TABLE>
-15-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
PERSONAL FINANCIAL SERVICES
TRANSACTIONS
(IN MILLIONS)
<TABLE>
<CAPTION>
4Q94 4Q95 4Q96 JAN-97
# % # % # % # %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------
BRANCH 27.3 68 24.1 63 28.7 54 9.4 53
- ------------------------------------------------------------------------------
ATM 16 16 18 18
DEBIT 1 1 3 3
PHONE 15 20 24 25
ONLINE - - 1 1
- ------------------------------------------------------------------------------
NON-BRANCH 13.1 32 14.4 37 24.2 46 8.2 47
- ------------------------------------------------------------------------------
TOTAL 40.4 38.5 52.9 17.6
</TABLE>
-16-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
STOCK BUYBACK PROGRAMS
3RD STOCK BUYBACK PROGRAM
- -------------------------
AUTHORIZED: NOV. 15, 1996
AMOUNT: $250 MILLION
TOTAL STOCK BUYBACKS
- --------------------
AUTHORIZED TO DATE:
COMMON STOCK $650 MILLION
PREFERRED STOCK $175 MILLION
------------
$825 MILLION
-17-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
COMMON STOCK
BUYBACK ACTIVITY
<TABLE>
<CAPTION>
# Shares Average
(millions) Price Paid
---------- ----------
<S> <C> <C>
Through Sept. 30, 1996 13.0 $24.36
Fourth Quarter 1996 4.0 $31.86
----
Programs to date 17.0 $26.11
====
Remaining authorized at December 31, 1996: $205 million
</TABLE>
-18-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
CASH AT PARENT
----------------------------------
Balance at 12/31/96: $219 million
----------------------------------
-19-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
1996 FOURTH QUARTER NET INCOME
PERCENT INCREASE FROM 1995
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C>
Dollars Fully-Diluted Earnings per Share ("EPS")
4Q96 Percent Increase
from 1995: 50% 85%
</TABLE>
Stock buyback and preferred redemption cause reported EPS growth to outpace net
income increase.
-20-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
DEPOSIT FRANCHISE CONSOLIDATION/(*)/
BOUGHT LOW, SOLD HIGH
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Deposits Bought/Sold
(Dollars in Billions) Deposit Premium
<S> <C> <C>
Bought: $ 6.8 2.9%
Sold: $12.7 7.1%
</TABLE>
- ----------------
/(*)/ June 1992 - Present, excluding acquisition of 61 former First Interstate
branches.
-21-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
AHM: THE FUTURE IS NOW
. BANKING FRANCHISE ACQUIRED
- ACQUIRED 61 FORMER FIRST INTERSTATE BRANCHES IN 1996
* ACCRETIVE TO 4Q 1996 RESULTS
* STRENGTHENED CONSUMER AND SMALL BUSINESS BANKING
* SUCCESSFUL CONVERSION
* ACHIEVED COST SAVINGS
* ADDED IMPORTANT NEW CAPABILITIES
-22-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
BENEFITS OF FRANCHISE BUILDING
. MARKET POWER WHERE WE WANT TO BE
. FOCUS
. EFFICIENCY
. DEFINITION OF CONSUMER BANKING STRATEGY
. ADDITIONAL CAPITAL AND STOCK BUYBACK
-23-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
DECAFFEINATING:
NON-COFI LOANS IN ESCROW
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/31/95 12/31/96
-------- --------
<S> <C> <C>
Percentage: 44% 86%
</TABLE>
-24-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
CONSUMER LOANS FUNDED
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Quarters: 1Q96 2Q96 3Q96 4Q96
<S> <C> <C> <C> <C>
Amount ($ in Millions): $17 $52 $71 $131
</TABLE>
-25-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
BUSINESS BANKING
. LARGE, PROFITABLE AND UNDERSERVED SEGMENT
. FULLY UTILIZES EXISTING DISTRIBUTION SYSTEM
. LEVERAGES STRONG LOYALTY AND NAME RECOGNITION
. ROA POTENTIAL
. JUMP START WITH FIB ACQUISITION
. IN PROCESS OF ROLLOUT TO ENTIRE CALIFORNIA FRANCHISE
-26-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
INVESTMENT PRODUCTS
AVERAGE DAILY CORE SALES
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Period: 1995 1996 JAN-97
<S> <C> <C> <C>
Amount ($ in Millions): 0.6 2.2 3.0
</TABLE>
-27-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
H. F. AHMANSON & COMPANY
PROPOSED MERGER WITH
GREAT WESTERN FINANCIAL
CORPORATION
A POWERFUL COMBINATION
-28-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
TRANSACTION SUMMARY
Exchange Ratio 1.05x, Fixed
Premium to Market 24% vs Friday, February 14 close
Multiple of Book 2.4x
Multiple of Tangible Book 2.7x
Accounting Method Purchase Accounting
100% stock, Tax-Free Exchange
Projected Cost Savings 45%, Over 15 months
Over $400 million per year
Assumed Closing 3rd Quarter 1997
Accretion:
Reported Earnings (3)% in 1998
9% in 1999
Cash Earnings 15% in 1998
26% in 1999
-29-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
TRANSACTION FUNDAMENTALS
SIMPLE TRANSACTION, BASED ON PROVEN FORMULA
Significant Cost Savings Enhanced Shareholder Value:
[Inside Graphic Arrow]
+ = 1. Significant accretion
2. Accelerated EPS growth
Accelerated Stock Repurchase
[Inside Graphic Arrow]
-30-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
STRATEGIC RATIONALE
- - FINANCIALLY POWERFUL COMBINATION
* SIGNIFICANT EARNINGS ACCRETION
* ACCELERATED EPS GROWTH
* PRO FORMA MARKET CAP OVER $10 BILLION
- - COMPELLING STRATEGIC FIT
* FIRST TIER CALIFORNIA CONSUMER AND SMALL BUSINESS BANK
* 13% CALIFORNIA MARKET SHARE
* #1, 2, OR 3 POSITION IN TOP 5 MAJOR CALIFORNIA MARKETS
* ACCELERATES CONSUMER BANKING TRANSFORMATION
- - LOW RISK TRANSACTION
* COST SAVINGS
* STOCK BUYBACKS
-31-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
FINANCIALLY POWERFUL COMBINATION
. PROJECTED EPS GROWTH SIGNIFICANTLY ACCELERATED
---------------------------------
. Projected (Cash Earnings) CAGR
-- 1996 to 1998 = 33%
-- 1996 to 1999 = 29%
. Street Estimates
---------------------------------
[GRAPH APPEARS HERE]
Year: 1996 1997E 1998E 1999E
$2.31 $3.08/(1)/ $3.58/(1)/ $3.94/(2)/
+5% +15% +26%
$3.24 $4.10 $4.95
(1) Based on First Call estimates, adjusted for goodwill and CDI amortization
(2) 1999E reflects 10% growth rate over 1998 First Call estimate
Note: 1996 excludes SAIF recap and First Interstate branch acquisition charges
-32-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
COST SAVINGS
. Assumes restructuring charge equal to 100% of fully phased-in annual cost
savings
- Additional credit reserve up to $150 million
- Cost savings fully phased-in by year-end 1998
<TABLE>
<CAPTION>
(Dollars in Millions)
- --------------------------------------------------------------------------------
Estimated 1997 % Projected Projected
Base Cost Savings Cost Savings
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Administration $141 73% $ 103
Data Processing and Operations 124 52 64
Retail Banking 318 45 144
Lending 143 43 61
Loan Servicing 37 54 20
---- -----
SUB-TOTAL 763 51 392
FDIC Assessment 17 0 0
Aristar 120 10 12
---- -----
TOTAL $900 45% $ 404
</TABLE>
- --------------------------------------------------------------------------------
-33-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
COST SAVINGS
. Significant branch overlap
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Branches Within
----------------------------
0.5 Miles 1 Mile 2 Miles
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
California 97 135 197
% of Total /(1)/ 33% 46% 67%
Florida 10 14 27
% of Total /(2)/ 37% 52% 100%
- -------------------------------------------------------------------------------
</TABLE>
/(1)/ Reflects percent of GWF branches in California
/(2)/ Reflects percent of AHM branches in Florida, after West Florida sale
-34-
<PAGE>
[LOGO OF H.F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
FINANCIALLY POWERFUL COMBINATION
TRANSACTION SIGNIFICANTLY IMPROVES PROJECTED OPERATING PERFORMANCE
<TABLE>
<CAPTION>
EFFICIENCY RATIO
[GRAPH APPEARS HERE]
<S> <C> <C> <C>
Year: 1997 1998 1999
46% 41% 38%
</TABLE>
<TABLE>
<CAPTION>
CASH ROE
[GRAPH APPEARS HERE]
<S> <C> <C> <C>
Year: 1997 1998 1999
18% 25% 28%
</TABLE>
-35-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
COMPELLING STRATEGIC FIT
MARKET RANK IMPROVES IN 18 OF 21 OVERLAPPING MSAs
<TABLE>
<CAPTION>
CA DEPOSIT MARKET SHARE PRO FORMA MARKET SHARE RANK
[GRAPH APPEARS HERE] ---------------------------
<S> <C> <C> <C> <C>
Rank
B of A : 21% Top 5 CA MSAs*
Wells : 15% . #1 1 of 5
AHM + GWF : 13% . #2 3 of 5
. #3 1 of 5
-------
. #1, 2 or 3 5 of 5
Top 10 CA MSAs*
. #1 1 of 10
. #2 4 of 10
. #3 3 of 10
-------
. #1, 2 or 3 8 of 10
</TABLE>
Source: SNL Securities; as of 6/30/96 adjusted for announced acquisitions
* Based on population.
-36-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
SUMMARY
* ENHANCES SHAREHOLDER VALUE
* FINANCIALLY AND STRATEGICALLY POWERFUL TRANSACTION
* WE WILL REMAIN FINANCIALLY DISCIPLINED
* WE ARE COMMITTED
-37-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
THE FUTURE IS NOW
-38-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF")
COMMON STOCK HELD BY H.F. AHMANSON & COMPANY
("AHMANSON"), ITS DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY
OF THEM AND GWF
AHMANSON AND CERTAIN OTHER PERSONS NAMED BELOW MAY SOLICIT PROXIES (A) TO
ELECT THREE NOMINEES AND ONE OR MORE ALTERNATE NOMINEES (THE "NOMINEES") AS
DIRECTORS OF GWF AT THE ANNUAL MEETING OF STOCKHOLDERS OF GWF TO BE HELD ON A
DATE TO BE ANNOUNCED (THE "ANNUAL MEETING") AND (B) IN FAVOR OF THE ADOPTION AT
THE ANNUAL MEETING OF A NON-BINDING STOCKHOLDER RESOLUTION AND SEVEN PROPOSALS
TO AMEND THE BY-LAWS OF GWF. AHMANSON AND CERTAIN OTHER PERSONS NAMED BELOW
MAY ALSO SOLICIT CONSENTS FROM STOCKHOLDERS OF GWF TO APPROVE PROPOSALS,
WITHOUT A STOCKHOLDERS' MEETING, TO ADOPT A NON-BINDING RESOLUTION OF
STOCKHOLDERS AND AN AMENDMENT TO THE BY-LAWS OF GWF. THE PARTICIPANTS IN THIS
SOLICITATION MAY INCLUDE AHMANSON; THE DIRECTORS OF AHMANSON (BYRON ALLUMBAUGH,
HAROLD A. BLACK, RICHARD M. BRESSLER, DAVID R. CARPENTER, PHILLIP D. MATTHEWS,
RICHARD L. NOLAN, DELIA M. REYES, CHARLES R. RINEHART, FRANK M. SANCHEZ,
ELIZABETH A. SANDERS, ARTHUR W. SCHMUTZ, WILLIAM D. SCHULTE, AND BRUCE G.
WILLISON); THE FOLLOWING EXECUTIVE OFFICERS AND EMPLOYEES OF AHMANSON OR ITS
SUBSIDIARIES: KEVIN M. TWOMEY (SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER), ANNE-DRUE M. ANDERSON (EXECUTIVE VICE PRESIDENT AND
TREASURER), MADELEINE A. KLEINER (SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL
COUNSEL), STEPHEN SWARTZ (SENIOR VICE PRESIDENT AND DIRECTOR OF INVESTOR
RELATIONS), ERIC WARMSTEIN (SENIOR VICE PRESIDENT AND DIRECTOR OF CORPORATE
DEVELOPMENT), MARY TRIGG (SENIOR VICE PRESIDENT AND DIRECTOR OF PUBLIC
RELATIONS), LINDA MCCALL (SENIOR VICE PRESIDENT AND DIRECTOR OF CORPORATE
TAXES), ADRIAN RODRIGUEZ (VICE PRESIDENT OF PUBLIC RELATIONS), SAMANTHA DAVIES
(VICE PRESIDENT OF PUBLIC RELATIONS), PETER BENNETT (ASSISTANT VICE PRESIDENT
OF PUBLIC RELATIONS), BARBARA TIMMER (SENIOR VICE PRESIDENT AND DIRECTOR OF
GOVERNMENT AND LEGISLATIVE AFFAIRS), AND TIM GLASSETT (FIRST VICE PRESIDENT AND
ASSISTANT GENERAL COUNSEL); AND THE FOLLOWING NOMINEES: LAWRENCE A. DEL SANTO,
ROBERT T. GELBER, WOLFGANG SCHOELLKOPF, HUGH M. GRANT AND JOHN E. MEROW.
-39-
<PAGE>
[LOGO OF H. F. AHMANSON & [LOGO OF HOME
COMPANY] SAVINGS OF AMERICA]
AS OF THE DATE OF THIS COMMUNICATION, AHMANSON IS THE BENEFICIAL OWNER OF
100 SHARES OF GWF COMMON STOCK. OTHER THAN MR. GELBER, WHO OWNS 332 SHARES OF
GWF COMMON STOCK, NONE OF THE NOMINEES IS THE BENEFICIAL OWNER OF ANY GWF
COMMON STOCK.
OTHER THAN SET FORTH HEREIN, AS OF THE DATE OF THIS COMMUNICATION, NEITHER
AHMANSON NOR ANY OF ITS DIRECTORS, EXECUTIVE OFFICERS OR OTHER REPRESENTATIVES
OR EMPLOYEES OF AHMANSON, ANY NOMINEES OR OTHER PERSONS KNOWN TO AHMANSON, WHO
MAY SOLICIT PROXIES HAS ANY SECURITY HOLDINGS IN GWF. AHMANSON DISCLAIMS
BENEFICIAL OWNERSHIP OF ANY SECURITIES OF GWF HELD BY ANY PENSION PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OF AHMANSON OR BY ANY AFFILIATE OF AHMANSON. AHMANSON
FURTHER DISCLAIMS BENEFICIAL OWNERSHIP OF ANY SECURITIES OF GWF HELD BY
AHMANSON OR ANY OF ITS SUBSIDIARIES FOR THE BENEFIT OF THIRD PARTIES OR IN
CUSTOMER OR FIDUCIARY ACCOUNTS IN THE ORDINARY COURSE OF BUSINESS.
ALTHOUGH CREDIT SUISSE FIRST BOSTON CORPORATION ("CSFB") AND MONTGOMERY
SECURITIES ("MONTGOMERY"), FINANCIAL ADVISORS TO AHMANSON, DO NOT ADMIT THAT
THEY OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES ARE A
"PARTICIPANT," AS DEFINED IN SCHEDULE 14A PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934 BY THE SECURITIES AND EXCHANGE COMMISSION, OR THAT SUCH
SCHEDULE 14A REQUIRES THE DISCLOSURE OF CERTAIN INFORMATION CONCERNING CSFB OR
MONTGOMERY, CSFB AND MONTGOMERY MAY ASSIST AHMANSON IN SUCH A SOLICITATION.
EACH OF CSFB AND MONTGOMERY ENGAGES IN A FULL RANGE OF INVESTMENT BANKING,
SECURITIES TRADING, MARKET-MAKING AND BROKERAGE SERVICES FOR INSTITUTIONAL AND
INDIVIDUAL CLIENTS. IN THE NORMAL COURSE OF THEIR RESPECTIVE BUSINESSES, EACH
OF CSFB AND MONTGOMERY MAY TRADE SECURITIES OF GWF FOR THEIR OWN ACCOUNT AND
THE ACCOUNT OF THEIR CUSTOMERS AND, ACCORDINGLY, MAY AT ANY TIME HOLD A LONG OR
SHORT POSITION IN SUCH SECURITIES. AS OF THE MOST RECENT PRACTICABLE DATE
PRIOR TO THE DATE HEREOF AS SUCH INFORMATION WAS AVAILABLE, CSFB HOLDS A NET
13,924 SHARES OF GWF COMMON STOCK AND MONTGOMERY DOES NOT HOLD ANY SHARES OF
GWF COMMON STOCK.
EXCEPT AS DISCLOSED ABOVE, TO THE KNOWLEDGE OF AHMANSON, NONE OF AHMANSON,
THE DIRECTORS OR EXECUTIVE OFFICERS OF AHMANSON, THE EMPLOYEES OR OTHER
REPRESENTATIVES OF AHMANSON OR THE NOMINEES NAMED ABOVE HAS ANY INTEREST,
DIRECT OR INDIRECT, BY SECURITY HOLDINGS OR OTHERWISE, IN GWF.
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