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: _____________________________________________________
[PRESS RELEASE]
[GREAT WESTERN LOGO]
IMMEDIATE RELEASE
MARCH 17, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN STATEMENT IN RESPONSE TO AHMANSON'S
REVISED OFFER
CHATSWORTH, Calif. -- Great Western Financial Corporation
(NYSE: GWF) today issued the following statement in response to
Ahmanson's revised offer:
"Great Western's Board of Directors and management,
with the assistance of Great Western's legal and
financial advisors, will review the revised proposal
announced today by Ahmanson.
"On March 6, Great Western signed a definitive
strategic merger agreement with Washington Mutual, Inc.
(Nasdaq: WAMU). Great Western continues to oppose any
effort by Ahmanson to limit the Great Western Board's
flexibility and alternatives. It should be noted that
not a single one of the By-law amendments that Ahmanson
has been proposing for Great Western appears in
Ahmanson's own By-laws.
"Great Western's Board strongly urges stockholders not
to sign any consent card sent by Ahmanson and asks
stockholders to discard Ahmanson's white consent card.
Great Western stockholders are further urged to sign,
date and mail the BLUE consent revocation card."
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 certain other persons named below may be
deemed to be participants in the solicitation of proxies
in connection with the merger of Great Western and a
wholly-owned subsidiary of 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"). The participants in this solicitation may
include the directors of Great Western (James F.
Montgomery, John F. Maher, Dr. David Alexander, H.
Frederick Christie, Stephen E. Frank, John V. Giovenco,
Firmin A. Gryp, Enrique Hernandez, Jr., Charles D.
Miller, Dr. Alberta E. Siegel and Willis B. Wood, Jr.);
the following executive officers of Great Western: J.
Lance Erikson, Carl F. Geuther, Michael M. Pappas, A.
William Schenck III, Ray W. Sims and Jaynie M.
Studenmund; and the following other members of management
of Great Western: Stephen F. Adams, Bruce F. Antenberg,
Barry R. Barkley, Ian D. Campbell, Charles Coleman, Allen
D. Meadows and John A. Trotter (collectively, the "Great
Western Participants"). As of the date of this
communication, James F. Montgomery and John F. Maher
beneficially owned 605,488 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. The
Great Western Participants do not beneficially own,
individually or in the aggregate, in excess of 1% of
Washington Mutual'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. 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 proxy 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: Joe Wender, John Mahoney,
Andy Gordon, Todd Owens and Andrea 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: Herb Lurie, Louis
S. Wolfe, Paul Wetzel, Frank V. McMahon, John Esposito,
Alex Sun, Christopher Del-Moral Niles and Kavita 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 from time to time 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 14, 1997, Goldman Sachs held
positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net
"long" 9,669 of Great Western's common shares; (ii) net
"long" $1 million of Great Western's deposit notes; and
(iii) net "long" 1,980 of Washington Mutual's convertible
preferred stock. As of March 14, 1997, Merrill Lynch had
positions in Great Western Securities and Washington
Mutual Securities as principal as follows: (i) net
"long" 8,800 of Great Western's common shares; and (ii)
net "long" 1,527 of Washington Mutual's common shares.
Other participants in the solicitation include
Washington Mutual and may include the directors of
Washington Mutual (Douglas P. Beighle, David Bonderman,
Herbert M. Bridge, J. Taylor Crandall, Roger H. Eigsti,
John W. Ellis, Daniel J. Evans, Anne V. Farrell, William
P. Gerberding, Kerry K. Killinger, Samuel B. McKinney,
Michael Washington Mutual: William A. Longbrake, Deanna W.
Oppenheimer, Craig E. Tall and S. Liane Wilson; and the
following other members of management of Washington
Mutual: Karen Christensen, JoAnn DeGrande, William
Ehrlich, James B. Fitzgerald, Marc Kittner and Douglas G.
Wisdorf (collectively, the "Washington Mutual
Participants"). As of the date of this communication,
David Bonderman, J. Taylor Crandall and Kerry K.
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. 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 proxy 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: Steven B. Wolitzer, Philip R.
Erlanger, Sanjiv Sobti, David J. Kim, Craig P. Sweeney
and Daniel 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 account 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 14,
1997, Lehman Brothers had positions in Washington Mutual
Securities and Great Western Securities as principal as
follows: (i) net "short" 124 of Washington Mutual's
common shares; and, (ii) net "short" 3,327 of Great
Western's common shares.
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