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.
{_} 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 (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: __________________________________________
(2) Form, Schedule or Registration Statement No.: ____________________
(3) Filing Party: ____________________________________________________
(4) Date Filed: ______________________________________________________
[Great Western Letterhead]
Vol. 1 Number 3
April 7, 1997
To: All Employees:
Los Angeles City Council Opposes Ahmanson Proposal
Last week the Los Angeles City Council voted to oppose the H.F.
Ahmanson proposal to acquire Great Western. The motion was
introduced by Councilman Hal Bernson, whose 12th District
includes Chatsworth, the community where Great Western is
headquartered.
The council also asked the city's pension funds, which own Great
Western stock, to refuse to sell their shares to Ahmanson. As
part of the motion, the council requested the pension department
"refuse any offers by Ahmanson to purchase" its stock or use its
stock "in any way to support the Ahmanson takeover."
In addition, Bernson opposed the Ahmanson merger in a letter to
the Office of Thrift Supervision. He asked for copies of
sections of the Ahmanson application that detail the expected
impact of the proposed merger on the communities served,
including anticipated job losses. The Bernson letter asks the
OTS to extend the public comment period on the Ahmanson
application to permit 12th District members, the City of Los
Angeles, and other affected communities to fully assess the
likely impact of the proposal. He also encourages the OTS to
schedule public hearings "on this issue of great importance to
local communities."
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, A. Sun, 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 March 31,
1997, Goldman Sachs had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net
"long" 18,173 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 March 31,
1997, Merrill Lynch had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net
"long" 6,026 of Great Western's common shares; (ii) net "long"
150 shares of Great Western's 8.30% preferred stock; and (iii)
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, H. M. Bridge, 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, L. H. Pepper, 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 March 31,
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" 12,629 of Great Western's
common shares; and (v) net "long" 160,000 shares of Great
Western's 8.30% preferred stock.
