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)
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[GREAT WESTERN LOGO]
NEWS
FOR IMMEDIATE RELEASE
May 12, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN SAYS AHMANSON'S ANNOUNCEMENT IS OLD NEWS
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CHATSWORTH, Calif. -- Great Western Corporation
(NYSE:GWF) issued the following statement today in
response to H. F. Ahmanson & Company's announcement
regarding its intention to commence an exchange offer
with respect to the merger proposal it first made on
March 17:
"Ahmanson's statement earlier today is simply a
repackaging of the proposal it has had on the table for
nearly two months. By its own admission, Ahmanson's
actions today affect neither the substance nor the timing
of its proposal.
"Ahmanson is not even in a position to commence
an exchange offer until it files a registration statement
with the SEC and until its registration statement has
been processed and declared effective by the SEC.
"If Ahmanson was confident that Great Western
stockholders will support its contemplated exchange offer
as compared to our strategic merger with Washington
Mutual, Ahmanson would not be seeking to delay the merger
vote for several months."
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:
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 May 5, 1997, Goldman Sachs had
positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net
"long" 9,273 of Great Western's common shares and (ii)
net "long" $1 million of Great Western's deposit notes.
As of May 5, 1997, Merrill Lynch had positions in Great
Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 2,326 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 May 5,
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 "long" 17,445 of Great
Western's common shares; and (v) net "long" 160,000
shares of Great Western's 8.30% preferred stock.
