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 / /
Filed 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
/ / 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:
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EXPLANATORY NOTE
This Schedule 14A filing (EDGAR submission type DFAN14A) has been prepared
to revise a Schedule 14A filing (EDGAR submission type DFAN14A) made on
March 5, 1997 to add the facing sheet which was inadvertently omitted and to
correct a typographical error on page 4 under the caption "PROPOSAL 5".
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
H. F. AHMANSON & COMPANY
PROPOSED MERGER WITH
GREAT WESTERN FINANCIAL CORPORATION
CONSENT SOLICITATION PROCESS
MARCH 1997
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
CONSENT SOLICITATION TABLE
DATE EVENT
March 3 H.F. Ahmanson commences mailing of consent
materials
March 3 Great Western Financial sets Consent Record
Date of March 13, 1997
March 5 Direct solicitation of Great Western Financial
investors commences
March 10 Direct solicitation continues
March 13 Consent Record Date
Target Date for As promptly as possible - specific date to be
Completion of announced
Consent Solicitation
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
PROPOSAL 1: Urge the GWF Board to accept the AHM Merger Proposal unless a
bona fide superior proposal is received (see page 4 of Consent Statement).
EFFECT: Send a clear message to the GWF Board that you want to maximize
the value of your investment.
PROPOSAL 2: The GWF Board may not, without GWF stockholder approval,
grant excessive break-up fees or stock options or take other actions that could
deter a merger (see Page 4 of Consent Statement).
EFFECT: Prevent actions by the GWF Board that could deter a merger.
PROPOSAL 3: Set terms for the Annual Meeting date (see page 5 of Consent
Statement).
EFFECT: Prevent the GWF Board from continuing to delay the holding of the
GWF Annual Meeting of Stockholders.
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
PROPOSAL 4: If a quorum is present at the Annual Meeting, the meeting
shall not be adjourned until all noticed matters have been acted upon (see page
5 of Consent Statement).
EFFECT: Force the presiding officer of the Annual Meeting to require
action upon all matters properly brought before the meeting.
PROPOSAL 5: The GWF Board cannot add or change By-laws adopted pursuant
to the AHM consent without stockholder approval (see page 6 of Consent
Statement).
EFFECT: Prevent the GWF Board from making By-law changes that may deter a
merger.
<PAGE>
[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
SHARES OF GREAT WESTERN FINANCIAL 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 a
date to be announced (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 are
soliciting consents from stockholders of GWF to approve proposals, without a
stockholders' meeting, to adopt a non-binding resolution of stockholders and
amendments 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. Schulte, 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.
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
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 February 27, 1997, CSFB held a net
13,924 shares of GWF common stock and Montgomery held no 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.
