SCHEDULE 14A INFORMATION
PROXY 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
{_} Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
{_} Definitive Proxy Statement
{X} Definitive Additional Materials
{ } 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.
- --------
{_} 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: ___________________________________________________
[Great Western Letterhead]
May 23, 1997
Dear Great Western Stockholder:
As you know, your Board of Directors has strongly recommended that
you approve Great Western's strategic merger with Washington Mutual. We
thought you might be interested in reviewing the enclosed summary of why we
believe the Great Western/Washington Mutual combination is superior in
every way.
VOTE GREEN AND GOLD!
Remember, you can help pave the way for prompt completion of the
Washington Mutual merger. We urge you to sign, date and return:
o The enclosed GREEN proxy card to vote FOR the Washington Mutual merger
at the Special Meeting,
AND
o The enclosed GOLD proxy card to vote FOR the Board's nominees and
AGAINST each of the other proposals at the Annual Meeting.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY
OWN. Please sign and date the GREEN and GOLD cards and return BOTH of them
today in the enclosed postage-paid envelope.
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 continued support.
Sincerely,
/s/John F. Maher /s/James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
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]
o Ahmanson's total o Washington Mutual has a superior
stockholder return in the record of financial performance and
1990s has been only 165%. of delivering value. Its cumulative
TOTAL RETURN TO STOCKHOLDERS IN THE
1990S HAS BEEN OVER 600% -- more than
3 1/2 times that of Ahmanson.
- -------------------------------- -------------------------------------
[Graphic: Box] DIVIDEND HISTORY [Graphic: Box with checkmark]
o Ahmanson has not increased o Washington Mutual has increased
its dividend since 1987. its dividend 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 with checkmark]
o At December 31, 1996, Tangible common o At December 31, 1996, Washington
Ahmanson's 3.31% consolidated equity ratio (the Mutual had a ratio of tangible common
tangible common equity ratio higher the better) equity to tangible assets of 4.83%--A
was one of the lowest among STRONGER CAPITAL POSITION--that will
major savings and loan holding allow Washington Mutual to take
companies. advantage of future growth
opportunities. Washington Mutual's
o Ahmanson's $3.2 billion financial strategy is predicated on
planned share repurchases plus capital retention and growth.
common stock dividends from
the beginning of the fourth
quarter of 1997 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]
o An Ahmanson/Great Western o Washington Mutual shares common
combination would mean a information systems with Great
difficult and time consuming Western, which should greatly
integration process. Ahmanson facilitate the integration of the two
uses an information system companies' operations and the
which is outdated, and not achievement of cost savings and
compatible with Great operating efficiencies at a minimal
Western's. This could cost and on a timely basis.
increase the difficulty and
cost of implementing the
technology conversion in a
reasonable time.
- -------------------------------- -------------------------------------
[Graphic: Box] TRACK RECORD [Graphic: Box with checkmark]
o Ahmanson's current o Washington Mutual's management has
management team, many members a proven record of achieving cost
of which have been hired by savings, operating efficiencies and
Ahmanson only within the past revenue enhancements in connection
several years, has limited its with the integration of acquired
focus to branch acquisitions companies. Washington Mutual's
and divestitures. 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]
o By asking the Court to o Washington Mutual and Great
artificially delay the vote on Western have a definitive merger
the Washington Mutual merger agreement. With stockholders voting
until six weeks after the vote on June 13 and regulatory approvals
at the June 13 Annual Meeting expected by late June or early July,
is certified, Ahmanson is THE MERGER COULD CLOSE LESS THAN 2
effectively seeking to delay MONTHS FROM NOW.
your opportunity to vote on
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 23, 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: 212-440-9800.
[Great Western Letterhead]
May 23, 1997
Dear Great Western Stockholder:
As you know, your Board of Directors has strongly recommended that
you approve Great Western's strategic merger with Washington Mutual. We
thought you might be interested in reviewing the enclosed summary of why we
believe the Great Western/Washington Mutual combination is superior in
every way.
VOTE GREEN AND GOLD!
Remember, you can help pave the way for prompt completion of the
Washington Mutual merger. To approve the merger at the Special Meeting,
simply sign, date and return the enclosed GREEN voting instruction form
today. Under separate cover you are receiving a GOLD voting instruction
form relating to the Annual Meeting, which we urge you also to sign, date
and return.
YOUR VOTE ON BOTH THE GREEN AND GOLD VOTING INSTRUCTION FORMS IS
IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN. 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 continued support.
Sincerely,
/s/ John F. Maher /s/ James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
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]
o Ahmanson's total o Washington Mutual has a superior
stockholder return in the record of financial performance and
1990s has been only 165%. of delivering value. Its cumulative
TOTAL RETURN TO STOCKHOLDERS IN THE
1990S HAS BEEN OVER 600% -- more than
3 1/2 times that of Ahmanson.
- -------------------------------- -------------------------------------
[Graphic: Box] DIVIDEND HISTORY [Graphic: Box with checkmark]
o Ahmanson has not increased o Washington Mutual has increased
its dividend since 1987. its dividend 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 with checkmark]
o At December 31, 1996, Tangible common o At December 31, 1996, Washington
Ahmanson's 3.31% consolidated equity ratio (the Mutual had a ratio of tangible common
tangible common equity ratio higher the better) equity to tangible assets of 4.83%--A
was one of the lowest among STRONGER CAPITAL POSITION--that will
major savings and loan holding allow Washington Mutual to take
companies. advantage of future growth
opportunities. Washington Mutual's
o Ahmanson's $3.2 billion financial strategy is predicated on
planned share repurchases plus capital retention and growth.
common stock dividends from
the beginning of the fourth
quarter of 1997 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]
o An Ahmanson/Great Western o Washington Mutual shares common
combination would mean a information systems with Great
difficult and time consuming Western, which should greatly
integration process. Ahmanson facilitate the integration of the two
uses an information system companies' operations and the
which is outdated, and not achievement of cost savings and
compatible with Great operating efficiencies at a minimal
Western's. This could cost and on a timely basis.
increase the difficulty and
cost of implementing the
technology conversion in a
reasonable time.
- -------------------------------- -------------------------------------
[Graphic: Box] TRACK RECORD [Graphic: Box with checkmark]
o Ahmanson's current o Washington Mutual's management has
management team, many members a proven record of achieving cost
of which have been hired by savings, operating efficiencies and
Ahmanson only within the past revenue enhancements in connection
several years, has limited its with the integration of acquired
focus to branch acquisitions companies. Washington Mutual's
and divestitures. 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]
o By asking the Court to o Washington Mutual and Great
artificially delay the vote on Western have a definitive merger
the Washington Mutual merger agreement. With stockholders
until six weeks after the vote voting on June 13 and regulatory
at the June 13 Annual approvals expected by late June or
Meeting is certified, Ahmanson early July, THE MERGER COULD CLOSE
is effectively seeking to delay LESS THAN 2 MONTHS FROM NOW.
your opportunity to vote on
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 23, 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: 212-440-9800.
-- IMPORTANT ALERT --
THIS IS NOT A DUPLICATE MAILING!
The enclosed GOLD voting instruction form relates to Great Western's
upcoming Annual Meeting. We have mailed to you, under separate cover, the
GREEN voting instruction form for the vote on the Washington Mutual merger
at Great Western's Special Meeting.
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
