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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.
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{_} 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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[Great Western Logo] [PRESS RELEASE]
News
For Immediate Release
April 30, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
CHATSWORTH, Calif. -- Great Western Financial Corporation (NYSE:GWF)
announced that H.F. Ahmanson & Company finally conceded, in a conference with
the Delaware Chancery Court today, that its 5.2 million share duplicate vote
should be voided. Ahmanson also said it would not press the counts of its
complaint based on its proposal relating to the timing of Great Western's Annual
Meeting. Ahmanson conceded that the certification of the vote issued on April
28 by the independent inspector of election should be of no force or effect.
Ahmanson has requested that the inspectors retabulate the vote without giving
effect to the double-voted shares. Great Western is considering its options and
will respond to the Court tomorrow.
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.
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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 21, 1997, Goldman
Sachs had positions in Great Western Securities and Washington Mutual
Securities as principal as follows: (i) net "long" 9,173 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 21,
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 and (ii) 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, 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, 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 21, 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" 8,291 of Great
Western's common shares; and (v) net "long" 160,000 shares of Great Western's
8.30% preferred stock.
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