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
-----------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------
(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.
--------
{_} 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]
NEWS
FOR IMMEDIATE RELEASE
APRIL 18, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN CHALLENGES AHMANSON'S PLANNED
THRIFT-TO-BANK MERGER
---------------------
TELLS OTS BANK MERGER PROPOSED BY AHMANSON VIOLATES
CALIFORNIA INTERSTATE BANKING LAW
SAYS REGULATORY DELAYS WILL PREVENT TIMELY COST SAVINGS BY AHMANSON
CHATSWORTH, Calif. -- Great Western Financial
Corporation (NYSE: GWF) announced today that the California
State Banking Department has confirmed that the state's
banking law does not allow bank-to-thrift mergers such as
the one H.F. Ahmanson & Co. has proposed. In a prior
regulatory filing, Ahmanson said it plans to merge Great
Western into a Washington state-chartered bank that does
not yet operate. Great Western believes that this
impediment could cause delays in Ahmanson's ability to
implement and realize the cost savings on which its merger
proposal hinges.
In a detailed comment filed with the Office of Thrift
Supervision (OTS), Great Western asserted that:
o The 1995 California Interstate Banking Law does not
allow a California-based thrift institution, such as
Great Western, to merge with an out-of-state bank and
retain the California branches as Ahmanson has
proposed. This obstacle has been confirmed to Great
Western by the California State Banking Department;
o Restructuring its proposed merger to comply with
applicable law would require Ahmanson to file new
regulatory applications, preventing timely achievement
of cost savings;
o Ahmanson's thrift-to-bank merger proposal appears to
be a ploy to avoid immediate OTS scrutiny of its bank
merger; and
o The Washington state bank into which Ahmanson said it
would merge Great Western is not in operation and
currently has no assets.
Great Western Asserts Ahmanson Seeks To Avoid
Scrutiny of Merger at Thrift-To-Bank Level
Great Western believes Ahmanson's thrift-to-bank
merger scheme may be an ill-conceived effort by Ahmanson to
avoid OTS scrutiny. Ahmanson's filings state that
following the merger of Great Western Bank into the
Washington bank, the Washington bank would operate Great
Western branches until it obtains approval for a second
merger between it and Ahmanson's other affiliate, Home
Savings Bank FSB. Ahmanson may be attempting to delay
filings for this merger until after the OTS acts on its
application to merge Great Western Financial Corporation
into Ahmanson at the holding company level. Ahmanson's
strategem sacrifices timely cost savings in an attempt to
avoid regulatory scrutiny at this stage.
Ahmanson Fails to File Necessary Applications
Great Western also stated in its submission that
Ahmanson has failed to make the necessary filings for its
current thrift-to-bank merger proposal, including
applications for the prior approval of the FDIC and the
Director of the Department of Financial Institutions of the
State of Washington. Great Western believes that due to
the obstacles in California banking law these applications
could not be approved, and regulatory consideration of
these applications would involve lengthy delays.
Great Western's Proposed Merger with American
Savings Bank Is Simpler and More Straightforward
than Ahmanson's Proposal
Great Western is continuing to move forward with its
strategic merger plans with Washington Mutual. In
regulatory filings Washington Mutual has proposed to merge
Great Western into its federally-chartered thrift
subsidiary, American Savings Bank, in a transaction that is
not subject to California banking law. The straightforward
thrift-to-thrift merger proposed by Washington Mutual also
does not require applications for the approval of the FDIC
or the Director of the Department of Financial Institutions
of the State of Washington. In addition, Great Western
believes Washington Mutual's plan will result in a stronger
company providing better returns to stockholders than
Ahmanson's complex and cumbersome proposals.
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: 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, 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 April 14, 1997, Goldman Sachs had positions in Great
Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 7,473 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 April 14,
1997, Merrill Lynch had positions in Great Western
Securities and Washington Mutual Securities as principal as
follows: (i) net "long" 7,126 of Great Western's common
shares; (ii) net "long 1,600 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 April 14, 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 "short" 2,691 of Great Western's common
shares; and (v) net "long" 160,000 shares of Great
Western's 8.30% preferred stock.
# # #
