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
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
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(2) Aggregate number of securities to which transaction applies:
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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.
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{_} 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: __________________________________________
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(4) Date Filed: ______________________________________________________
[NEWSPAPER ADVERTISEMENT]
AN OPEN LETTER TO THE
DIRECTORS OF H. F. AHMANSON & COMPANY
[GREAT WESTERN LETTERHEAD]
April 28, 1997
Dear H. F. Ahmanson Director:
Great Western has uncovered an attempt by Ahmanson to
DOUBLE VOTE MORE THAN FIVE MILLION SHARES in Ahmanson's
solicitation of consents from Great Western stockholders.
Ahmanson's actions are unconscionable, and go far beyond
the boundaries of acceptable corporate conduct under any
circumstance.
You, as a director of Ahmanson, have stood mute. Your
silence condones and encourages this shameful conduct.
Since you apparently will not put a stop to this, we will.
Ultimately, however, you will be answerable for the actions
of your management and advisors.
On April 9, Ahmanson submitted consents on three of its
proposals. On April 22, representatives of Great Western
and Ahmanson began a review of all consents and revocations
under the supervision of the independent inspectors.
Great Western's representatives immediately identified
Ahmanson's voting irregularity and brought it to the
attention of the major institutional stockholder whose
Great Western shares Ahmanson was attempting to vote twice.
That stockholder promptly sent a letter to the independent
inspector, stating that 5,209,800 of its shares "represent
a duplicate vote" and "we are requesting that you kindly
disregard the (duplicate) consent . . ."
This, of course, should have been the end of the story.
With Ahmanson's voting irregularity publicly exposed, your
management and advisors should have immediately withdrawn
the 5.2 million double-voted shares. But that was not what
they did.
Ahmanson insisted that the inspectors were not authorized
to "take cognizance" of the letter from the major
institutional stockholder. Ahmanson insisted that the
inspectors count the shares twice. The 5.2 million double-
voted shares are clearly critical to the outcome of the
consent solicitation, so we have gone to court to protect
Great Western stockholders from Ahmanson's actions. Our
stockholders deserve nothing less. They obviously cannot
count on Ahmanson.
This entire sorry event can only be a lasting embarrassment
to Ahmanson, its management and its directors. It is
unfortunate that you have let it occur, and are doing
nothing to help restore whatever integrity Ahmanson may
still have. When the events of the past few months are
over -- and one day they will be -- our company and our
directors will still have their self-respect.
Very truly yours,
/s/ John F. Maher
John F. Maher
President and Chief Executive Officer
[Great Western Logo]
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.
