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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[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.
March 17 Supplemental consent statement issued. Proposals 1 and 2
modified in response to developments. New consents will be
necessary.
We are targeting completion of Consent Solicitation on or
about March 27.
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
PROPOSAL 1: Urge the GWF Board to provide all nonpublic information given to
Washington Mutual to others making a bona fide merger proposal and negotiate
with AHM or others to consummate a merger to maximize shareholder value (see
supplemental Consent Statement).
EFFECT: Send a clear message to the GWF Board that you want to maximize the
value of your investment.
PROPOSAL 2: Urge the GWF Board not to grant, without GWF stockholder approval,
excessive break-up fees or stock options or take other actions that could deter
a merger (see supplemental Consent Statement).
EFFECT: Send a clear message to the GWF Board to refrain from taking certain
actions that could deter a merger.
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[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
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.
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.
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[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
also soliciting consents from stockholders of GWF to approve proposals, without
a stockholders' meeting, to adopt non-binding resolutions 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), Madeleine
A. Kleiner (Senior Executive Vice President, Chief Administrative Officer and
General Counsel), Anne-Drue M. Anderson (Executive Vice President and
Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); 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 March 14, 1997, Ahmanson is the beneficial owner of 2,344,800 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 March 14, 1997, 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 March 12, 1997, CSFB held a net short
position of 203,476 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 who may participate in this solicitation or the
Nominees named above has any interest, direct or indirect, by security holdings
or otherwise, in GWF.
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