SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 20, 1997
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Date of Report (Date Of Earliest Event Reported)
GREAT WESTERN FINANCIAL CORPORATION
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(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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(State Or Other Jurisdiction Of Incorporation)
1-4075 95-1913457
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(Commission File Number) (IRS Employer Identification No.)
9200 Oakdale Avenue
Chatsworth, California 91311
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(Address Of Principal Executive Offices) (Zip Code)
(818) 775-3411
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On February 20, 1997, the Board of Directors of
Great Western Financial Corporation, a Delaware
corporation ("Great Western"), adopted an amendment to
the By-laws of Great Western. The text of the amendment
is attached hereto as Exhibit 99.1 and is incorporated by
reference in its entirety. A copy of the press release
issued by Great Western in connection with the amendment
is also attached hereto as Exhibit 99.2 and is incorporated
by reference in its entirety.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this
Current Report on Form 8-K:
Exhibit
Number Description
99.1 Text of amendment to the Great Western By-
laws.
99.2 Press Release of Great Western, dated
February 21, 1997.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunder duly authorized.
Dated: February 20, 1997
GREAT WESTERN FINANCIAL
CORPORATION
By: /s/ J. Lance Erikson
Name: J. Lance Erikson
Title: Executive Vice President,
Secretary and General
Counsel
EXHIBIT INDEX
Exhibit
Number Description
99.1 Text of amendment to the Great Western By-
laws.
99.2 Press Release of Great Western, dated
February 21, 1997.
Exhibit 99.1
BY-LAW AMENDMENT ADOPTED FEBRUARY 20, 1997
1. Section 11 of the By-laws shall be amended to
add the following paragraph at the end thereof:
"Notwithstanding any inconsistent
provision which may be contained in these By-
Laws, in order that the Corporation may
determine the stockholders entitled to consent
to corporate action in writing without a
meeting, the Board of Directors may fix a
record date, which record date shall not
precede the date on which the resolution fixing
the record date is adopted by the Board of
Directors, and which date shall not be more
than ten days after the date upon which the
resolution fixing the record date is adopted by
the Board of Directors. Any stockholder of
record seeking to have the stockholders
authorize or take corporate action by written
consent shall, by written notice to the
Secretary, request the Board of Directors to
fix a record date. The Board of Directors
shall promptly, but in all events within ten
days after the date on which such a request is
received, adopt a resolution fixing the record
date. If no record date has been fixed by the
Board of Directors within ten days of the date
upon which such a request is received, the
record date for determining stockholders
entitled to consent to corporate action in
writing without a meeting, when no prior action
by the Board of Directors is required by
applicable law, shall be the first date on
which a signed written consent setting forth
the action taken or proposed to be taken is
delivered to the Corporation by delivery to its
registered office in the State of Delaware, its
principal place of business, or any officer or
agent of the Corporation having custody of the
book in which proceedings of stockholders'
meetings are recorded, to the attention of the
Secretary of the Corporation. Delivery shall
be by hand or by certified or registered mail,
return receipt requested. If no record date
has been fixed by the Board of Directors and
prior action by the Board of Directors is
required by applicable law, the record date for
determining stockholders entitled to consent to
corporate action in writing without a meeting
shall be at the close of business on the date
on which the Board of Directors adopts the
resolution taking such prior action."
Exhibit 99.2
[Great Western Logo] IMMEDIATE RELEASE
February 21, 1997
Contact: Ian Campbell (818) 775-3773
Charlie Coleman (818) 775-3766
GREAT WESTERN ADOPTS AMENDMENT TO BY-LAWS
CHATSWORTH, Calif. -- Great Western Financial Corporation
(NYSE: GWF) today announced that its board of directors
had adopted an amendment to Great Western's by-laws
establishing procedures for the setting of a record date
for consent solicitations. The amendment, which is to
take effect immediately, requires that any stockholder of
Great Western seeking to have a record date set for a
consent solicitation must deliver written notice to Great
Western requesting that a record date be established by
Great Western's board of directors. The board will then
be required, within ten days after the date such request
is received, to adopt a resolution fixing a record date
for the consent solicitation. Under Delaware law, such
record date must be a date within ten days of the date of
the adoption of such resolution.
On February 18, H.F. Ahmanson & Co. announced its
intention to solicit written consents from the
stockholders of Great Western with respect to two
proposals. The by-law amendment is designed to establish
an orderly process for the Ahmanson consent solicitation.
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.
The company's principal subsidiary, Great Western Bank,
is a mortgage-oriented consumer bank with banking branch
networks in California and Florida.
