SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 6)
GREAT WESTERN FINANCIAL CORPORATION
(Name of Subject Company ([Issuer])
H. F. AHMANSON & COMPANY
(Bidder)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
MADELEINE A. KLEINER
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
H. F. AHMANSON & COMPANY
4900 RIVERGRADE ROAD
IRWINDALE, CALIFORNIA 91706
(818) 960-6311
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
H. RODGIN COHEN
ALAN J. SINSHEIMER
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Letter to Great Western Financial Corporation stockholders.
(a)(14) Communication to analysts and investors.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: May 30, 1997 H. F. AHMANSON & COMPANY
/s/ Tim S. Glassett
-----------------------------------
By: Tim S. Glassett
First Vice President and
Assistant General Counsel
EXHIBIT 99.(a)(13)
[LETTERHEAD OF H. F. AHMANSON & COMPANY]
May 21, 1997
Dear Great Western Stockholder:
We ask you to answer this simple question: Has the Great Western Board of
Directors been acting in your best interests in its unwavering commitment to
Washington Mutual?
THE AHMANSON MERGER IS THE BETTER MERGER
In reaching your answer, you should consider that H. F. Ahmanson & Company's
proposal to acquire Great Western has CONSISTENTLY HAD A HIGHER VALUE ON ALL
BUT FOUR DAYS OUT OF THE LAST TWO MONTHS, CARRIES LESS RISK, AND CREATES A MORE
EFFICIENT FINANCIAL INSTITUTION WITH FAR STRONGER MARKET POSITION than the
Great Western Board's proposed transaction with Washington Mutual.
THE GREAT WESTERN BOARD: COMMITTED TO WASHINGTON MUTUAL...AT WHAT COST TO YOU?
You should also consider whether the Great Western Board could possibly have
had your best interests in mind when it took the following actions to prevent a
level playing field on which to maximize stockholder value:
. It had discussions with at least two bidders, but not with Ahmanson.
. It had negotiations with Washington Mutual, but not with Ahmanson.
. It provided material information to Washington Mutual, but not to
Ahmanson.
. It sought to block or delay regulatory approvals for Ahmanson.
. It publicly vilified Ahmanson in an effort to force it to terminate its
bid.
. It sought to stifle the ability of you, its stockholders, to express
your views.
. It ignored its own by-laws in an effort to force a vote on the
Washington Mutual proposal before new directors committed to the best
interests of Great Western stockholders can be elected.
Through these extraordinary actions, the Great Western Board has created an
UNLEVEL playing field that is designed to force you to accept an inferior
offer.
THE GREAT WESTERN BOARD: PREFERENTIAL TREATMENT...AT WHAT COST TO YOU?
Great Western has granted all but one of its directors extraordinarily
preferential home mortgage loans, ranging in size from over $500,000 to about
$2,500,000 and bearing interest rates that are only about 65% of arms-length
market rates. With certain limited exceptions, federal law generally prohibits
preferential loans by insured depository institutions to their directors.
Because these loans were made by Great Western Financial Corporation (which is
the parent of an insured depository institution but is not itself such an
institution), they did not violate that law (and any prior suggestion to the
contrary was inadvertent). However, based on the advice of Ahmanson's counsel
and a review of proxy statements for other large thrifts, Ahmanson believes
that a preferential loan program of this sort for outside directors is highly
unusual (and perhaps unique) among major banks and thrifts and their holding
companies.
The Great Western Board that has compiled this record is the same Great
Western Board that wants you to re-elect its directors and accept its
recommendations.
FORTUNATELY, YOU HAVE A BETTER CHOICE.
THE AHMANSON ALTERNATIVE: THREE SIMPLE STEPS
There is a simple, direct path for you--the true owners of Great Western--to
act in YOUR BEST INTERESTS and MAXIMIZE THE VALUE of your investment in Great
Western:
Step 1: Vote the WHITE proxy card FOR the slate of directors committed to
the maximization of stockholder value.
Step 2: Vote the PINK proxy card AGAINST the Great Western Board's proposed
merger with Washington Mutual when you receive it with Ahmanson's proxy
materials.
Step 3: Tender your Great Western shares into Ahmanson's Exchange Offer
when it commences.
Thank you for your support,
Sincerely,
/s/ Charles R. Rinehart
Charles R. Rinehart
Chairman and Chief Executive Officer
IMPORTANT
Do not delay! Vote the WHITE and PINK proxy cards as soon
as you receive them. If you have any questions or need
assistance in completing the WHITE and PINK proxy cards,
please contact:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
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.
As of May 19, 1997, Ahmanson is the beneficial owner of 3,560,500 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 May 19, 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 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 May 19, 1997, CSFB held a net long position of 10,124 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.
EXHIBIT 99.(a)(14)
[H. F. Ahmanson & Company LOGO] [Home Savings of America, FSB LOGO]
UNREALISTIC LOAN VOLUME PROJECTIONS
WAMU WANTS YOU TO BELIEVE . . .
They can increase loan originations by 54% before year-end 1997.
---
WAMU "has assumed INCREMENTAL asset growth at Great Western of
approximately $3.1 billion in 1997." (WAMU S-4, p. 89)
[graph appears here] %
($ in billions) 1Q96 1Q97 [delta]
---- ---- ------
1Q97 WAMU Growth Rate 17% Old WAMU $1.7 $2.0 18%
American Savings 1.3 1.5 15
Post-Consummation 1997 54% ---- ----
New WAMU $3.0 $3.5 17%
[graphic arrow between + Great Western 2.2
17% and 54% labeled "3x"] ----
= Proforma WAMU $5.7
+ Proposed Change 3.1
----
= New Total $8.8
% Above Proforma WAMU +54% !!!
[graphic arrow between
17% and 54% labeled "3x"]
AHM's MERGER PROJECTIONS DO NOT RELY ON UNREALISTIC REAL ESTATE LOAN VOLUME.
AHM . . . THE OBVIOUS CHOICE
<PAGE>
THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER AND (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES
OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED. THESE
FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING
POSSIBILITIES: (1) EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE
FULLY REALIZED OR REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES
FOLLOWING THE PROPOSED MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE
AMONG DEPOSITORY INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES
RELATED TO THE INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN
FINANCIAL CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST
RATE ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS,
EITHER NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING
BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY
CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE
ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL
RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY AHMANSON
WITH THE SECURITIES AND EXCHANGE COMMISSION, ("COMMISSION"), INCLUDING A
REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18,
1997, AS AMENDED, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN.
AHMANSON BELIEVES THAT THE INFORMATION REGARDING THE PROPOSED WASHINGTON
MUTUAL/GREAT WESTERN MERGER IS SUBJECT TO SIMILAR QUALIFICATIONS AND
UNCERTAINTIES. ALTHOUGH THIS DOCUMENT INCLUDES INFORMATION CONCERNING
WASHINGTON MUTUAL AND GREAT WESTERN INSOFAR AS IT IS KNOWN OR REASONABLY
AVAILABLE TO AHMANSON, AHMANSON DOES NOT HAVE ACCESS TO THE BOOKS AND RECORDS OF
EITHER COMPANY. THEREFORE, INFORMATION CONCERNING GREAT WESTERN AND WASHINGTON
MUTUAL THAT HAS NOT BEEN MADE PUBLIC IS NOT AVAILABLE TO AHMANSON.
CONSEQUENTLY, WITH RESPECT TO WASHINGTON MUTUAL, GREAT WESTERN AND THEIR
PROPOSED MERGER, AHMANSON HAS RELIED ENTIRELY ON PUBLICLY AVAILABLE INFORMATION
WITHOUT INDEPENDENT VERIFICATION. MOREOVER, AHMANSON NOTES THAT THE NEED TO
RELY SOLELY ON SUCH PUBLICLY AVAILABLE INFORMATION MAY AFFECT THE JUDGMENTS
UNDERLYING AN EVALUATION OF THE FINANCIAL AND OTHER PROJECTED INFORMATION
DISCUSSED HEREIN.
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.
As of May 29, 1997, Ahmanson is the beneficial owner of 3,560,500 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 May 29, 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 May 29, 1997, CSFB held a net long
position of 11,152 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.
