As filed with the Securities and Exchange Commission on May 27, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Amendment No. 5
To
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
-----------------------------
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Subject Company)
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Person Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Including the accompanying Preferred Stock Purchase Rights)
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
-----------------------------
J. Lance Erikson, Esq.
Executive Vice President, Secretary and General Counsel
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
(818) 775-3411
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
-----------------------------
Copy to:
Peter Allan Atkins, Esq.
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 through Amendment No. 4 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 32: Newspaper Advertisement, dated May 25, 1997 and May 27, 1997.
Exhibit 33: Great Western Employee Merger Bulletin.
Exhibit 34: Newspaper Advertisement, dated May 27, 1997.
Exhibit 35: Revised slide to the presentation to investment analysts which
was filed with the Securities and Exchange Commission on
May 22, 1997.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GREAT WESTERN FINANCIAL CORPORATION
By: /s/ J. Lance Erikson
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel
Dated: May 27, 1997
Exhibit 32
[NEWSPAPER ADVERTISEMENT]
[Graphic: Picture of Fortune Magazine chart entitled "Savings
Institutions".]
1996 1995 Company Score
1 2 Washington Mutual 7.06
2 1 Golden West Financial 6.96
3 5 Standard Federal Bancorp. 6.18
4 - Charter One Financial 5.90
5 4 H.F. Ahmanson 5.75
[Graphic: A circle is made around the first horizontal line to include "1,
2, and Washington Mutual".]
Fortune, Magazine, March 3, 1997
Ever notice you never hear anyone yelling "we're number five?"
But being number one, on the other hand, is something worth talking
about. When Washington Mutual was rated the number one most admired savings
institution in the country by our peers in Fortune Magazine, it was nice to
know people were paying attention.
Paying attention to the way we treat our customers and employees,
our top-rated line of products and services, the quality of our management
team and our long-term return to shareholders.
Maybe that's one of the many reasons why the Great Western Board of
Directors chose us to be their merger partner.
[Graphic: Box containing the following language "1997 FORTUNE America's
Most Admired Companies".]
[Washington Mutual logo]
The friend of the family.*
FDIC insured
*"America's Most Admired Companies" and Fortune Magazine are trademarks
belonging to Time, Inc.
Exhibit 33
Merger Bulletin
[Great Western Logo]
May 27, 1997 Vol. 1 Number 10
To All Employees
"Check It Out" Advertisement
Compares Washington Mutual With Ahmanson
For your information, attached is an advertisement that appeared in the New
York Times and Los Angeles Times newspapers.
The ad compares the performance of WAMU and Ahmanson in certain respects,
including stockholder return, dividend history and capital position. It
also compares merger issues such as integration risk, track record and
timing.
[A complete copy of the advertisement filed by Great Western Financial
Corporation with the Securities and Exchange Commission on May 21, 1997,
is attached to this bulletin.]
Published by Corporate Communications -- Great Western -- N 11 36 -- 9200
Oakdale Avenue, Chatsworth, CA 91311
Exhibit 34
[Newspaper Advertisement]
[Graphic: excerpts from analyst reports beginning and ending with large
quotation marks in circles]
"We continue to be impressed with the depth of the Washington Mutual
management team and are now even more comfortable with the Company's future
growth prospects. . . . Through significant investment in technology and
the active use of partnerships and outsourcing agreements, Washington
Mutual now enjoys the benefits of state-of-the-art operating systems which
are all Year 2000 compliant."
Joseph Morford
Alex. Brown, Research Report, May 14, 1997
"We came away from the presentation with increased confidence in Washington
Mutual's ability to execute its consumer banking strategy, particularly in
California. One of our clients put it best: they actually seem to be
running their bank like a business!"
Kenneth Posner
Morgan Stanley, Research Report, May 14, 1997
"Experience is plentiful and demonstrated in many ways, especially in the
integration (of) acquisitions -- over 20 in the last ten years -- and also
in terms of stock price appreciation -- rising 35% per year compounded for
the past seven years."
Steven Schroll
Piper Jaffray, Research Report, May 14, 1997
It's true that the best advertising is word of mouth.
[Washington Mutual logo]
Permission for use of analysts' quotes was sought and granted.
FDIC Insured
GROWTH + VALUE + EXPERIENCE = WASHINGTON MUTUAL
Exhibit 35
EVOLUTION OF A
SUPER-REGIONAL FRANCHISE
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[MAP OF THE WESTERN UNITED STATES]
1987(a)
Assets $5.7B
Loans 3.0B
Deposits 3.5B
Equity 316.9mm
Stock Price 6.28
Market Capitalization 211.9mm
[MAP OF THE WESTERN UNITED STATES]
1997: Q1
Assets $46.1B
Loans 32.2B
Deposits 24.3B
Equity 2.4B
Stock Price 48.31
Market Capitalization 5.7B
(a) As of and for the latest twelve months ended
12/31/87.
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