SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
File by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / 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)
H. F. AHMANSON & COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ No fee required
/x/ 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:
(4) Proposed maximum aggregate value of transaction:
(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:
<PAGE>
H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road
Irwindale, California 91706
(818) 814-7922
FOR IMMEDIATE RELEASE CONTACTS:
Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
AHMANSON CLARIFIES PLANS FOR MERGER INTEGRATION
IRWINDALE, Calif., February 21, 1997 -- Charles R. Rinehart,
chairman and chief executive officer of H.F. Ahmanson & Company
(AHM:NYSE), parent company of Home Savings of America, today sent a
letter to the Board of Directors of the Great Western Financial
Corporation clarifying the company's position concerning how it
plans to integrate the employees of both organizations through its
proposed merger.
The letter makes clear three fundamental points. They are:
* If Great Western will take the same prudent actions Ahmanson
has already taken to limit employee dislocation, it can ensure
that layoffs of Great Western employees will be minimal -- far
less than has occurred in other major banking transactions.
* Ahmanson is making a special commitment that decisions about
Ahmanson and Great Western employees occupying similar
positions will be made on the merits. Ahmanson recognizes
that there are many talented people at Great Western, and that
it is not willing to ignore this fact.
* Ahmanson's commitment to its employees will not cause a single
Great Western employee to lose his or her job.
The letter was sent to Great Western directors in response to
feedback it has received concerning statements made by Ahmanson
Chairman and Chief Executive Officer Charles R. Rinehart to
employees during the announcement of the bank's merger proposal.
Rinehart's comments were "no current Ahmanson employee will cease
to have a job with the company or have his or her grade or salary
reduced as a result of the merger."
"There has obviously been a great deal of misinterpretation of
our intentions with regard to employee selection," said Rinehart.
"We respect and admire the many talented people at Great Western
and have made it our highest objective to bring on board as many of
their employees as possible."
H.F. Ahmanson & Company, with assets of nearly $50 billion, is
the parent company of Home Savings of America, one of the nation's
largest full-service consumer banks.
###
<PAGE>
H. F. AHMANSON & COMPANY
4900 Rivergrade Road
Irwindale, California 91706
(818) 814-7800
CHARLES R. RINEHART
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER
February 20, 1997
Board of Directors
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, CA 91311
We believe that it is essential for the Great Western board --
and the Great Western employees -- to have an accurate
understanding of our plans for the employees of both our companies,
our commitment to the welfare of all these employees and the actual
meaning of our communications to the Ahmanson employees. So that
there will be no further misunderstanding or misinterpretation, let
me emphasize three basic points.
* If Great Western will take the same prudent actions Ahmanson
has already taken to limit employee dislocation, it can ensure
that layoffs of Great Western employees will be minimal -- far
less than has occurred in other major banking transactions.
* We are making a special commitment that decisions about
Ahmanson and Great Western employees occupying similar
positions will be made on the merits. We recognize that there
are many talented people at Great Western, and we are not
willing to ignore this fact.
* Our commitment to current Ahmanson employees will not cause a
single Great Western employee to lose his or her job.
Let me now elaborate on each of these three points.
1. MINIMIZING THE NEED FOR ANY LAYOFFS
First, as you know, there is substantial employee attrition at
virtually all banking organizations. Based on our own attrition
rates and industry norms, and assuming that Great Western
implements hiring restraints that are comparable to
<PAGE>
Board of Directors
Great Western Financial Corporation
February 20, 1997
Page Two
Ahmanson's actions, the number of positions that could be open
through year-end 1998 (the target date for realization of all cost
savings) could exceed the number of position reductions which we
believe are required to achieve the cost savings we project.
We recognize that there will not be a total match between
overall attrition rates and the positions where reductions are
necessary. But those situations will be offset in substantial part
by the needs of a significantly larger and more complex company for
additional managerial resources. The combination of the
significant reductions resulting from attrition and these increased
staffing needs should reduce actual layoffs to a minimal number.
Let me be even more specific. If you will cooperate with us
in introducing hiring restraints and related policies, we believe
that the layoffs of Great Western employees will be held to only a
small fraction of the layoffs of First Interstate employees in the
Wells Fargo transaction, and could even be less than the layoffs of
American Savings employees in the Washington Mutual transaction,
although that transaction was much smaller than our proposed
merger.
It is also essential to recognize that in the one area where
attrition is least likely to be sufficient -- headquarters,
administrative and support staff employees -- our transaction
offers significant advantages for your headquarters, administrative
and support staff employees relative to a transaction with an out-
of-state acquirer. Out-of-state transactions (such as the
acquisition of American Savings by Washington Mutual) involve
relocation of a substantial proportion of the headquarters,
administrative and support function to the acquirer's out-of-state
headquarters, which has the practical result of disenfranchising
virtually all the acquired institution's staff. In contrast, the
advantage of an Ahmanson/Great Western transaction is that many of
your staff can remain with the combined company without relocation.
2. MERIT-BASED SELECTION
We are committed -- for both the good of the combined
organization and as a matter of fairness to Great Western employees
- -- to select employees based on their respective merits. For
example, if we were to consolidate two side-by-side
<PAGE>
Board of Directors
Great Western Financial Corporation
February 20, 1997
Page Three
branches and the Great Western manager were deemed the better
candidate, he or she would become the manager of the combined
branch. This is a commitment that is rarely, if ever, given by the
acquirer in a merger transaction, and we believe it should be a
distinct positive for your employees. Moreover, if the Great
Western employee is not selected on the merits, we will make every
effort to find that individual an open position in the company.
3. OUR COMMITMENT TO AHMANSON EMPLOYEES DOES NOT ADVERSELY AFFECT
GREAT WESTERN EMPLOYEES
We were willing to make our commitment regarding job losses to
Ahmanson employees precisely because we know that, if you cooperate
with us in minimizing employee dislocations, that commitment will
not cause a single Great Western employee to lose his or her job.
As we have already indicated, attrition and the need for additional
managerial resources will significantly reduce the need for any
layoffs. To the extent that these two factors are not sufficient
to deal with potential layoffs, position decisions will be made on
the merits.
As a result, a Great Western employee will be laid off only if
attrition and additional managerial requirements have not provided
a job opportunity after diligent effort -- and he or she is less
capable than his or her Ahmanson counterpart. Such a person would
have been laid off even if we had not made our commitment to
Ahmanson employees. We have assumed that there may be a small
number of Ahmanson employees who might have been laid off as a
result of this approach, but who will be retained as a result of
our commitment.
In this respect, but in this respect only, we acknowledge that
there may be -- to a very limited extent -- different treatment of
Ahmanson and Great Western employees because of our commitment to
the Ahmanson employees. If we drew attention by being candid where
other acquirors are not, we are prepared to live with it. But we
truly believe that our overall program is far fairer to your
employees than has been or would be the case in other merger
transactions. In these other transactions, no commitment is made
to evaluate employment decisions on the merits, and layoffs are
substantially greater at the acquired institution than the
acquiring institution. Disproportionate treatment of employees
occurs -- as a reality -- in virtually every merger
<PAGE>
Board of Directors
Great Western Financial Corporation
February 20, 1997
Page Four
and would occur if Great Western were acquired by a third party,
and any suggestion to the contrary is both inaccurate and creates
misleading expectations for the Great Western employees.
In the final analysis, the impact of our merger proposal on
the Great Western employees is now largely in your hands. If you
will engage in meaningful and substantive discussions with us, we
can together minimize the impact on Great Western employees and
reduce the anxiety that inaccurate reports have produced. If you
do not impose additional cost burdens on the combined company, we
can both meet our cost savings projections and minimize employee
dislocations.
In conclusion, we recognize that Great Western has many
talented and skilled executives and employees. We have expressed
these sentiments in our discussions with the press, analysts and
our own employees. As we said in our letter to you of February 17,
1997, we hope that the merger will bring together the very best of
our people -- for the benefit of our shareholders, our customers,
our communities, and our employees.
Sincerely,
Charles R. Rinehart
<PAGE>
THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH
RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
BUSINESS OF AHMANSON AND, ASSUMING THE CONSUMMATION OF THE PROPOSED
MERGER, A COMBINED AHMANSON/GREAT WESTERN FINANCIAL CORPORATION,
INCLUDING STATEMENTS RELATING TO: (A) THE COST SAVINGS AND
ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF
THE PROPOSED MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES
AND THE IMPACT ON REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND
OTHER OPERATIONS AS PLANNED; (C) AHMANSON'S STOCK PURCHASE PROGRAM;
AND (D) THE RESTRUCTURING CHARGES EXPECTED TO BE INCURRED IN
CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING
STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT
MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG
OTHERS, THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS FROM
THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR REALIZED WITHIN THE
EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED MERGER ARE
LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES
RELATED TO THE INTEGRATION OF THE BUSINESSES OF AHMANSON AND GWF
ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC
CONDITIONS, EITHER NATIONALLY OR IN THE STATES IN WHICH THE
COMBINED COMPANY WILL BE DOING BUSINESS, ARE LESS FAVORABLE THAN
EXPECTED; OR (7) LEGISLATION OR REGULATORY CHANGES ADVERSELY AFFECT
THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE ENGAGED.
FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE
FINANCIAL RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED
IN FILINGS BY AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION,
(THE "COMMISSION"), INCLUDING A REGISTRATION STATEMENT ON FORM S-4
FILED WITH THE COMMISSION ON FEBRUARY 18, 1997, AND THE COMMISSION
FILINGS INCORPORATED BY REFERENCE THEREIN.
SHARES OF GREAT WESTERN CORPORATION ("GWF")
COMMON STOCK HELD BY H.F. AHMANSON & COMPANY
("AHMANSON"), ITS DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY
OF THEM AND GWF
Ahmanson and certain other persons named below may solicit
proxies (a) to elect three nominees and one or more alternate
nominees (the "Nominees") as directors of GWF at the annual meeting
of stockholders of GWF to be held on April 22, 1997 (the "Annual
Meeting") and (b) in favor of the adoption at the Annual Meeting of
a non-binding stockholder resolution and seven proposals to amend
the By-laws of GWF. Ahmanson and certain other persons named below
may also solicit consents from stockholders of GWF to approve
proposals, without a stockholders' meeting, to adopt a non-binding
resolution of stockholders and an amendment to the By-laws of GWF.
The participants in this solicitation may include Ahmanson; the
directors of Ahmanson (Byron Allumbaugh, Harold A. Black, Richard
M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L.
Nolan, Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez,
Elizabeth A. Sanders, Arthur W. Schmutz, William D. Shulte, and
Bruce G. Willison); the following executive officers and employees
of Ahmanson or its subsidiaries: Kevin M. Twomey (Senior Executive
Vice President and Chief Financial Officer), Anne-Drue M. Anderson
(Executive Vice President and Treasurer), Madeleine A. Kleiner
(Senior Executive Vice President and General Counsel), Stephen
Swartz (Senior Vice President and Director of Investor Relations),
Eric Warmstein (Senior Vice President and Director of Corporate
Development), Mary Trigg (Senior Vice President and Director of
Public Relations), Linda McCall (Senior Vice President and Director
of Corporate Taxes), Adrian Rodriguez (Vice President of Public
Relations), Samantha Davies (Vice President of Public Relations),
Peter Bennett (Assistant Vice President of Public Relations),
Barbara Timmer (Senior Vice President and Director of Government
and Legislative Affairs), and Tim Glassett (First Vice President
and Assistant General Counsel); and the
<PAGE>
following Nominees: Lawrence A. Del Santo, Robert T. Gelber,
Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow.
As of the date of this communication, Ahmanson is the
beneficial owner of 100 shares of GWF Common Stock. Other than Mr.
Gelber, who owns 332 shares of GWF Common Stock, none of the
Nominees is the beneficial owner of any GWF Common Stock.
Other than set forth herein, as of the date of this
communication, neither Ahmanson nor any of its directors, executive
officers or other representatives or employees of Ahmanson, any
Nominees or other persons known to Ahmanson, who may solicit
proxies has any security holdings in GWF. Ahmanson disclaims
beneficial ownership of any securities of GWF held by any pension
plan or other employee benefit plan of Ahmanson or by any affiliate
of Ahmanson. Ahmanson further disclaims beneficial ownership of
any securities of GWF held by Ahmanson or any of its subsidiaries
for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.
Although Credit Suisse First Boston Corporation ("CSFB") and
Montgomery Securities ("Montgomery"), financial advisors to
Ahmanson, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning CSFB or Montgomery, CSFB and Montgomery may assist
Ahmanson in such a solicitation. Each of CSFB and Montgomery
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and
individual clients. In the normal course of their respective
businesses, each of CSFB and Montgomery may trade securities of GWF
for their own account and the account of their customers and,
accordingly, may at any time hold a long or short position in such
securities. As of the most recent practicable date prior to the
date hereof as such information was available, CSFB holds a net 24
shares of GWF common stock and Montgomery does not hold any shares
of GWF common stock.
Except as disclosed above, to the knowledge of Ahmanson, none
of Ahmanson, the directors or executive officers of Ahmanson, the
employees or other representatives of Ahmanson or the Nominees
named above has any interest, direct or indirect, by security
holdings or otherwise, in GWF.
<PAGE>
H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road
Irwindale, California 91706
(818) 814-7922
FOR IMMEDIATE RELEASE CONTACTS:
Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
H.F. AHMANSON & COMPANY RESPONDS TO
GREAT WESTERN FINANCIAL CORPORATION'S BY-LAW AMENDMENT
IRWINDALE, CA, FEBRUARY 21, 1996 - In accordance with the
Board of Great Western's sudden decision to amend that company's
by-law concerning consent solicitations, H.F. Ahmanson & Company
(NYSE:AHM) today responded by sending a written request to Great
Western Financial Corporation (NYSE:GWF) for Great Western to fix a
record date, no later than ten days from today, for Ahmanson's
proposed consent solicitation.
In its request, Ahmanson urged Great Western's board to
refrain from taking actions inconsistent with Ahmanson's
stockholder consent solicitation, given the delay that will result
from Great Western's action.
Ahmanson further stated, in response to Great Western's
announcement today concerning the by-law amendment adopted by its
Board of Directors, "The best course for Great Western to pursue on
behalf of its shareholders, employees and customers is to enter
into discussions with us immediately. This action by the Board is
clearly designed to delay the ability of Great Western's
shareholders to take action by consent solicitation.. We remain
committed to the merger proposal and to pursuing the actions we
have initiated in that regard."
H.F. Ahmanson & Company, with assets of nearly $50 billion, is
the parent company of Home Savings of America, is one of the
nation's largest full-service consumer bank.
###
<PAGE>
THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH
RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
BUSINESS OF AHMANSON AND, ASSUMING THE CONSUMMATION OF THE PROPOSED
MERGER, A COMBINED AHMANSON/GREAT WESTERN FINANCIAL CORPORATION,
INCLUDING STATEMENTS RELATING TO: (A) THE COST SAVINGS AND
ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF
THE PROPOSED MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES
AND THE IMPACT ON REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND
OTHER OPERATIONS AS PLANNED; (C) AHMANSON'S STOCK PURCHASE PROGRAM;
AND (D) THE RESTRUCTURING CHARGES EXPECTED TO BE INCURRED IN
CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING
STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT
MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG
OTHERS, THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS FROM
THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR REALIZED WITHIN THE
EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED MERGER ARE
LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES
RELATED TO THE INTEGRATION OF THE BUSINESSES OF AHMANSON AND GWF
ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC
CONDITIONS, EITHER NATIONALLY OR IN THE STATES IN WHICH THE
COMBINED COMPANY WILL BE DOING BUSINESS, ARE LESS FAVORABLE THAN
EXPECTED; OR (7) LEGISLATION OR REGULATORY CHANGES ADVERSELY AFFECT
THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE ENGAGED.
FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE
FINANCIAL RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED
IN FILINGS BY AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION,
(THE "COMMISSION"), INCLUDING A REGISTRATION STATEMENT ON FORM S-4
FILED WITH THE COMMISSION ON FEBRUARY 18, 1997, AND THE COMMISSION
FILINGS INCORPORATED BY REFERENCE THEREIN.
SHARES OF GREAT WESTERN CORPORATION ("GWF")
COMMON STOCK HELD BY H.F. AHMANSON & COMPANY
("AHMANSON"), ITS DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON
AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY
OF THEM AND GWF
Ahmanson and certain other persons named below may solicit
proxies (a) to elect three nominees and one or more alternate
nominees (the "Nominees") as directors of GWF at the annual meeting
of stockholders of GWF to be held on April 22, 1997 (the "Annual
Meeting") and (b) in favor of the adoption at the Annual Meeting of
a non-binding stockholder resolution and seven proposals to amend
the By-laws of GWF. Ahmanson and certain other persons named below
may also solicit consents from stockholders of GWF to approve
proposals, without a stockholders' meeting, to adopt a non-binding
resolution of stockholders and an amendment to the By-laws of GWF.
The participants in this solicitation may include Ahmanson; the
directors of Ahmanson (Byron Allumbaugh, Harold A. Black, Richard
M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L.
Nolan, Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez,
Elizabeth A. Sanders, Arthur W. Schmutz, William D. Shulte, and
Bruce G. Willison); the following executive officers and employees
of Ahmanson or its subsidiaries: Kevin M. Twomey (Senior Executive
Vice President and Chief Financial Officer), Anne-Drue M. Anderson
(Executive Vice President and Treasurer), Madeleine A. Kleiner
(Senior Executive Vice President and General Counsel), Stephen
Swartz (Senior Vice President and Director of Investor Relations),
Eric Warmstein (Senior Vice President and Director of Corporate
Development), Mary Trigg (Senior Vice President and Director of
Public Relations), Linda McCall (Senior Vice President and Director
of Corporate Taxes), Adrian Rodriguez (Vice President of Public
Relations), Samantha Davies (Vice President of Public Relations),
Peter Bennett (Assistant Vice President of Public Relations),
Barbara Timmer (Senior Vice President and Director of Government
and Legislative Affairs), and Tim Glassett (First Vice President
and Assistant General Counsel); and the following Nominees:
Lawrence A. Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh
M. Grant and John E. Merow.
As of the date of this communication, Ahmanson is the
beneficial owner of 100 shares of GWF Common Stock. Other than Mr.
Gelber, who owns 332 shares of GWF Common Stock, none of the
Nominees is the beneficial owner of any GWF Common Stock.
Other than set forth herein, as of the date of this
communication, neither Ahmanson nor any of its directors, executive
officers or other representatives or employees of Ahmanson, any
Nominees or other persons known to Ahmanson, who may solicit
proxies has any security holdings in GWF. Ahmanson disclaims
beneficial ownership of any securities of GWF held by any pension
plan or other employee benefit plan of Ahmanson or by any affiliate
of Ahmanson. Ahmanson further disclaims beneficial ownership of
any securities of GWF held by Ahmanson or any of its subsidiaries
for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.
Although Credit Suisse First Boston Corporation ("CSFB") and
Montgomery Securities ("Montgomery"), financial advisors to
Ahmanson, do not admit that they or any of their directors,
officers, employees or affiliates are a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information
concerning CSFB or Montgomery, CSFB and Montgomery may assist
Ahmanson in such a solicitation. Each of CSFB and Montgomery
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and
individual clients. In the normal course of their respective
businesses, each of CSFB and Montgomery may trade securities of GWF
for their own account and the account of their customers and,
accordingly, may at any time hold a long or short position in such
securities. As of the most recent practicable date prior to the
date hereof as such information was available, CSFB holds a net 24
shares of GWF common stock and Montgomery does not hold any shares
of GWF common stock.
Except as disclosed above, to the knowledge of Ahmanson, none
of Ahmanson, the directors or executive officers of Ahmanson, the
employees or other representatives of Ahmanson or the Nominees
named above has any interest, direct or indirect, by security
holdings or otherwise, in GWF.
