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: _____________________________________________________
Contact: Ian Campbell 818-775-3773 FOR IMMEDIATE RELEASE
Charlie Coleman 818-775-3766 March 19, 1997
GREAT WESTERN RESCINDS STOCK REPURCHASE PLAN
CHATSWORTH, Calif. -- Great Western Financial Corporation
(NYSE: GWF) announced that it has rescinded its stock repurchase
plan in its entirety. The stock repurchase plan, which was
announced in January, 1997, has been terminated in connection with
Great Western's pending merger with Washington Mutual, Inc.
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; (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.
