SCHEDULE 14A INFORMATION
REVOCATION STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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{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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[Great Western Logo]
Merger Bulletin
Vol. 1 Number 7
April 25, 1997
To All Employees:
GREAT WESTERN UNCOVERS AHMANSON
ATTEMPT TO DOUBLE VOTE
Great Western yesterday announced that representatives of the
company had identified a voting irregularity in Ahmanson's
solicitation of consents from Great Western stockholders. As a
result, Great Western will file an action in Delaware Chancery
Court seeking to block an attempt by Ahmanson to vote more than 5
million shares twice.
For full details, please see the attached news release.
[See Press Release entitled "Great Western Uncovers Ahmanson
Attempt To Vote Millions Of Shares Twice" filed with the SEC on
April 24, 1997 by Great Western.]
Published by Corporate Communications - Great Western - N11 36 -
9200 Oakdale Avenue, Chatsworth, CA
[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
April 25, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
DELAWARE COURT SAYS AHMANSON SEEKS TO MOVE GREAT WESTERN
ANNUAL MEETING DATE TO SERVE ITS OWN INTERESTS
Court Is Skeptical Of Ahmanson's Use Of Court To Seek Injuctive Relief
CHATSWORTH, Calif. -- Great Western Financial Corporation
(NYSE:GWF) announced that the Delaware Chancery Court ruled today
that Ahmanson is seeking to move the Great Western June 13 annual
meeting date backward in order to serve its own individual interest
as bidder. The Court expressed skepticism of Ahmanson's continued
effort to invoke the Court's injunctive processes for this purpose.
In its opinion the Court stated, "...Ahmanson was pressing the
Court to expend its limited resources on what might be an
unnecessary or duplicative injunction proceeding that would serve
primarily Ahmanson's individual strategic interests as a bidder, as
distinguished from the interests of Great Western's shareholders
generally."
The Court denied Ahmanson's request to schedule a hearing for
injunctive relief regarding the annual meeting date based on an
alleged violation of fiduciary duties, and asked Great Western to
provide information and limited discovery concerning the scheduling
of the annual meeting for June 13.
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
the persons named below may be deemed to be participants in the
solicitation of proxies in connection with the merger of Great
Western and 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"). Participants in this solicitation may include the
directors of Great Western (J. F. Montgomery, J. F. Maher, Dr. D.
Alexander, H. F. Christie, S. E. Frank, J. V. Giovenco, F. A. Gryp,
E. Hernandez, Jr., C. D. Miller, Dr. A. E. Siegel and W. B. Wood,
Jr.); the following executive officers of Great Western: J. L.
Erikson, C. F. Geuther, M. M. Pappas, A. W. Schenck III, R. W. Sims
and J. M. Studenmund; and the following other members of management
of Great Western: S. F. Adams, B. F. Antenberg, B. R. Barkley, I.
D. Campbell, C. Coleman, A. D. Meadows and J. A. Trotter
(collectively, the "Great Western Participants"). Messrs.
Montgomery and Maher beneficially own 680,488 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
related persons 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: J. Wender, J.
Mahoney, A. Gordon, T. Owens and A. 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: H. Lurie, L. S. Wolfe, P. Wetzel,
F. V. McMahon, J. Esposito, C. Del-Moral Niles and K. 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 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 April 21, 1997, Goldman Sachs had positions in
Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 9,173 of Great Western's
common shares; (ii) net "long" $1 million of Great Western's
deposit notes; and (iii) net "long" 1,098 of Washington Mutual's
common shares. As of April 21, 1997, Merrill Lynch had positions
in Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 7,126 of Great Western's
common shares and (ii) net "long" 1,526 of Washington Mutual's
common shares.
Other participants include Washington Mutual and may
include the directors of Washington Mutual (D. P. Beighle, D.
Bonderman, J. T. Crandall, R. H. Eigsti, J. W. Ellis, D. J. Evans,
A. V. Farrell, W. P. Gerberding, K. K. Killinger, S. B. McKinney,
M. K. Murphy, W. G. Reed, Jr. and J. H. Stever); the following
executive officers of Washington Mutual: C. S. Davis, S. P.
Freimuth, L. D. Lannoye, W. A. Longbrake, D. W. Oppenheimer, C. E.
Tall and S. L. Wilson; and the following other members of
management of Washington Mutual: K. Christensen, J. DeGrande, W.
Ehrlich, J. B. Fitzgerald, M. Kittner and D. G. Wisdorf
(collectively, the "Washington Mutual Participants"). Messrs.
Bonderman, Crandall and 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 related persons 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: S. B.
Wolitzer, P. R. Erlanger, S. Sobti, D. J. Kim, C. P. Sweeney and D.
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 accounts 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 April 21, 1997, Lehman Brothers had positions in
Washington Mutual Securities and Great Western Securities as
principal as follows: (i) net "short" 224 of Washington Mutual's
common shares; (ii) net "long" 27,434 shares of Washington Mutual's
9.12% preferred stock; (iii) net "long" 124,964 shares of
Washington Mutual's 7.60% preferred stock; (iv) net "short" 8,291
of Great Western's common shares; and (v) net "long" 160,000 shares
of Great Western's 8.30% preferred stock.
