As filed with the Securities and Exchange Commission on May 21, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Amendment No. 2
To
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
-----------------------------
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Subject Company)
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Person Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Including the accompanying Preferred Stock Purchase Rights)
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
-----------------------------
J. Lance Erikson, Esq.
Executive Vice President, Secretary and General Counsel
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
(818) 775-3411
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
-----------------------------
Copy to:
Peter Allan Atkins, Esq.
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 15: Letter to Stockholders of Great Western.
Exhibit 16: Newspaper Advertisement, dated May 21, 1997.
Exhibit 17: Great Western Employee Merger Bulletin.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GREAT WESTERN FINANCIAL CORPORATION
By: /s/ J. Lance Erikson
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel
Exhibit 15
--IMPORTANT ALERT--
THIS IS NOT A DUPLICATE MAILING
Our May 20th letter to you accompanies both the GREEN AND GOLD voting
instruction forms relating to the upcoming Special and Annual Meetings.
However, due to computer-processing requirements, it was necessary to mail
the GOLD and GREEN voting instruction forms in separate envelopes, each
accompanied by a copy of the May 20th letter. We apologize for any
inconvenience this may cause.
WE URGE YOU TO PROTECT THE VALUE OF YOUR INVESTMENT BY SIGNING, DATING AND
RETURNING BOTH THE GREEN AND GOLD VOTING INSTRUCTION FORMS TODAY.
If you have any questions about how to vote your shares, please call our
proxy solicitor, Georgeson & Company Inc., toll-free at 1-800-223-2064.
Thank you for your support.
GREAT WESTERN FINANCIAL CORPORATION
EXHIBIT 16
[Newspaper Advertisement]
TO GREAT WESTERN STOCKHOLDERS:
CHECK IT OUT . . . [CHECKMARK]
GREAT WESTERN/WASHINGTON MUTUAL -- THE SUPERIOR COMBINATION IN
EVERY WAY
<TABLE>
<S> <C> <C>
H. F. AHMANSON WASHINGTON MUTUAL
------------------------- -------------------------
[Graphic: Box] STOCKHOLDER RETURN(1) [Graphic: Box
with checkmark]
* Ahmanson's total * Washington Mutual has
stockholder return in a superior record of
the 1990s has been only financial performance and
165%. of delivering value. Its
cumulative TOTAL RETURN
TO STOCKHOLDERS IN THE
1990S HAS BEEN OVER 600%
-- more than 31/2 times
that of Ahmanson.
[Graphic: Box] DIVIDEND HISTORY [Graphic: Box
with checkmark]
* Ahmanson has not * Washington Mutual has
increased its dividend increased its dividend
since 1987. over the past seven
consecutive quarters and
every year since 1990.
DURING THE PAST FIVE
YEARS, WASHINGTON MUTUAL
HAS INCREASED ITS
DIVIDENDS AN AVERAGE OF
29% PER YEAR.(2)
[Graphic: Box] CAPITAL STRENGTH [Graphic: Box
Tangible common with checkmark]
* At December 31, equity ratio (the * At December 31, 1996,
1996, Ahmanson's 3.31% higher the better) Washington Mutual had a
consolidated tangible ratio of tangible common
common equity ratio was equity to tangible assets
one of the lowest among of 4.83%--A STRONGER
major savings and loan CAPITAL POSITION--that
holding companies. will allow Washington
Mutual to take advantage
* Ahmanson's $3.2 of future growth
billion planned share opportunities. Washington
repurchases plus common Mutual's financial
stock dividends from strategy is predicated on
the beginning of the capital retention and
fourth quarter of 1997 growth.
through 1999 total
nearly 180% of
cumulative net income
to common stock during
the same period.(3) As
a result, Ahmanson's
pro forma capital
position would continue
to be weak.
[Graphic: Box] INTEGRATION RISK [Graphic: Box
with checkmark]
* An Ahmanson/Great * Washington Mutual
Western combination shares common information
would mean a difficult systems with Great
and time consuming Western, which should
integration process. greatly facilitate the
Ahmanson uses an integration of the two
information system companies' operations
which is outdated, and and the achievement of
not compatible with cost savings and
Great Western's. This operating efficiencies
could increase the at a minimal cost and
difficulty and cost of on a timely basis.
implementing the
technology conversion
in a reasonable time.
[Graphic: Box] TRACK RECORD [Graphic: Box
with checkmark]
* Ahmanson's current * Washington Mutual's
management team, many management has a proven
members of which have record of achieving cost
been hired by Ahmanson savings, operating
only within the past efficiencies and revenue
several years, has enhancements in connection
limited its focus to with the integration of
branch acquisitions and acquired companies.
divestitures. Washington Mutual's
current management team
has consummated more than
20 acquisitions,
including both in-market
and out-of-market
acquisitions of banks and
thrifts of varying size.
[Graphic: Box] TIMING [Graphic: Box
with checkmark]
* By asking the Court * Washington Mutual and
to artificially delay Great Western have a
the vote on the definitive merger
Washington Mutual agreement. With
merger until six weeks stockholders voting on
after the vote at the June 13 and regulatory
June 13 Annual Meeting approvals expected by
is certified, Ahmanson late June or early July,
is effectively seeking THE MERGER COULD CLOSE
to delay your LESS THAN 2 MONTHS FROM
opportunity to vote on NOW.
the merger until late
summer, and maybe until
after Labor Day.
</TABLE>
- ------------------
1 Source: Bloomberg Financial Markets. Total stockholder return
assumes reinvestment of dividends. Applicable period is through
March 31, 1997.
2 For the period December 31, 1991 through December 31, 1996.
3 Calculated by Great Western, based on data publicly disclosed by
Ahmanson on March 25, 1997.
[Great Western Logo]
May 21, 1997
PROTECT YOUR INVESTMENT. VOTE THE GREEN AND GOLD PROXY CARDS TODAY!
IMPORTANT
If you have any questions, please call our solicitor,
GEORGESON & COMPANY INC.
Call toll free: 800-223-2064. Banks and brokers call: 212-440-8800.
Exhibit 17
Merger Bulletin
[Great Western Logo]
May 21, 1997 Vol. I Number 9
To All Employees
Community Advertisements Placed
In California and Florida Newspapers
For your information, the attached advertisements appeared in leading daily
and weekly newspapers in California and Florida earlier this week.
These ads feature excerpts from letters Great Western has received from
community leaders in support of the Great Western/Washington Mutual merger.
Published by Corporate Communications -- Great Western -- N 11 36 -- 9200
Oakdale Avenue, Chatsworth, CA 91311
[NEWSPAPER ADVERTISEMENT]
Thank you, California, for your warm support of Washington Mutual and Great
Western.
[Graphic: Excerpts from letters.]
"I further move that the City Clerk be instructed to notify the Office of
Thrift Supervision of the City of Los Angeles opposition to the hostile
takeover by H. F. Ahmanson due to significant financial impact on the City
of Los Angeles and the expected loss of over 3,000 jobs."
Hal Bernson-Councilman, 12th District
Los Angeles City Council Motion passed unanimously, 4/2/97
"Like all good legacies, the proposed [Great Western/Washington Mutual]
merger has garnered our support because it will enable the good works of
both institutions to continue in underserved communities."
Lori Gay-
Los Angeles Neighborhood Housing Services, 4/17/97
"We prefer that mergers be non-hostile and interested not only in
shareholder values but also in stakeholder values...We perceive the
Washington Mutual/Great Western merger as a promise to continue and grow
the stake."
Steven D. Johnson-
First African Methodist Episcopal Church, 4/18/97
"...we are writing to state our full support of the proposed merger between
Great Western Bank and Washington Mutual."
John W. Johnson-
San Diego Urban League, Inc., 4/17/97
"I am writing on behalf of Consumer Action (CA), a non-profit consumer
education and advocacy organization with offices in San Francisco and Los
Angeles, to oppose the proposed hostile takeover of Great Western by H.F.
Ahmanson."
Ken McEldowney-
Consumer Action, 4/4/97
"I am writing to you to urge the approval of Washington Mutual's merger
with Great Western Bank. I believe that this merger is one that will
greatly benefit not only the two entities in question, but the public as
well."
Dolores Sanchez-
Eastern Group Publications, Inc., 4/17/97
"The purpose of this letter is to support the merger of Great Western Bank
and Washington Mutual...[Great Western/Washington Mutual] we applaud and
appreciate their mutual commitment to America's lower income communities."
Dean L. Rohrbach-
San Diego Neighborhood Housing Service, 4/21/97
These are just a few of the many letters we have received supporting
Washington Mutual and Great Western.
The community has spoken.
WASHINGTON MUTUAL/GREAT WESTERN FINANCIAL: BUILDING A PARTNERSHIP WITH THE
COMMUNITY
[Washington Mutual logo] [Great Western logo]
May 19, 1997
[NEWSPAPER ADVERTISEMENT]
Thank you, Florida, for your warm support of Washington Mutual and Great
Western.
[Graphic: Excerpts from letters.]
"The numerous commitments made by the Washington Mutual/Great Western
Partnership should not only be commended, but highly encouraged and
emulated by others in the industry...We at Miami-Dade Neighborhood Housing
Services, Inc., proudly support the proposed merger..."
Gail Williams-
Miami-Dade Neighborhood Housing Services, 5/5/97
"Great Western has been a terrific corporate citizen in Dade County and
south Florida...it appears that Washington Mutual will continue to follow
the leadership established by Great Western."
William O. Cullom-
The Greater Miami Chamber of Commerce, 5/5/97
"I am writing in support of the proposed merger of Great Western Bank and
Washington Mutual...the Orlando Neighborhood Improvement Corporation
strongly supports the proposed merger of Great Western Bank and Washington
Mutual."
Robert E. Ansley-
Orlando Neighborhood Improvement Corporation, 4/16/97
"We truly appreciate Great Western/Washington Mutual's commitment to
diversity as reflected in its current minority-owned business program."
Windell Paige-
Florida Regional Minority Purchasing Council, Inc., 5/2/97
"We are writing to express our support for the merger of Great Western and
Washington Mutual."
Donald E. Bowen-
Urban League of Broward County, Inc., 4/16/97
These are just a few of the many letters we have received supporting
Washington Mutual and Great Western.
The community has spoken.
WASHINGTON MUTUAL/GREAT WESTERN FINANCIAL: BUILDING A PARTNERSHIP WITH THE
COMMUNITY
[Washington Mutual logo] [Great Western logo]
May 19, 1997
