<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 1997
H. F. Ahmanson & Company
-------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 1-8930 95-0479700
--------------- ------------ -------------------
(State of other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
4900 Rivergrade Road, Irwindale, California 91706
------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (818) 960-6311
---------------
Not applicable
------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On March 17, 1997, H. F. Ahmanson & Company (the "Registrant") announced
that it had submitted to Great Western Financial Corporation, a Delaware
corporation ("GWF"), a proposal for a tax-free merger between the two companies
pursuant to which each outstanding share of common stock of GWF would be
converted into a number of shares of Ahmanson common stock (the "Exchange
Ratio") determined by dividing $50 by the average closing price of Ahmanson
common stock on the New York Stock Exchange on the 20 trading days preceding the
approval of the Proposed Merger by the Office of Thrift Supervision, subject to
a maximum of 1.2 shares of Ahmanson common stock and a minimum of 1.1 shares of
Ahmanson common stock for each share of GWF common stock, or as otherwise
agreed in connection with entering into a merger agreement with GWF (the
"Ahmanson Proposal").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release, dated March 17, 1997, announcing the Ahmanson
Proposal.
99.2 Presentation materials used by the Registrant in connection with
meetings held with analysts and investors to discuss the Ahmanson
Proposal (In the presentation materials, the Registrant is sometimes
referred to by its stock exchange ticker symbol, "AHM").
<PAGE>
SIGNATURES
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 hereunto duly authorized.
Date: March 17, 1997
H. F. AHMANSON & COMPANY
/s/ Madeleine A. Kleiner
-------------------------------
Madeleine A. Kleiner
Senior Executive Vice President
and General Counsel
<PAGE>
99.1
[LETTERHEAD OF H.F. AHMANSON & COMPANY]
FOR IMMEDIATE RELEASE Contacts:
- --------------------- Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
H.F. AHMANSON & COMPANY ENHANCES
GREAT WESTERN MERGER PROPOSAL
- New Proposal Provides Clearly Superior Value
Over Washington Mutual Proposal -
IRWINDALE, CA. March 17, 1997--H.F. Ahmanson & Company (NYSE:AHM) today
announced that it has enhanced its proposal to merge with Great Western
Financial Corporation (NYSE:GWF) in order to provide Great Western stockholders
with clearly superior value over the Washington Mutual (NASDAQ:WAMU) proposal.
Based on the closing market price for Washington Mutual shares and Ahmanson
shares on March 14, 1997, the enhanced Ahmanson proposal provides a premium in
excess of $400 million, or approximately $3 per share, over the value implied by
the Washington Mutual proposal.
The enhanced merger proposal establishes a floating ratio for Great Western
common shares linked to the market price for Ahmanson common shares. Under the
proposal, Great Western's stockholders would receive, tax-free, not less than
1.10 and not more than 1.20 common shares of Ahmanson for each common share of
Great Western. On February 18, 1997, Ahmanson had announced a proposed exchange
ratio of 1.05 Ahmanson common shares per Great Western common share.
The enhanced merger proposal functions as follows:
. If Ahmanson common shares have a market price between $41.67 and $45.45 per
share, Great Western stockholders would receive an amount of Ahmanson
common shares with a value equal to $50 per Great Western common share.
. If Ahmanson common shares have a market price of $41.67 per share or less,
Great Western stockholders would receive 1.20 Ahmanson common shares.
. If Ahmanson common shares have a market price of $45.45 or greater, Great
Western stockholders would receive 1.10 Ahmanson common shares.
<PAGE>
The exchange ratio will be fixed in the range between 1.10 and 1.20 common
shares of Ahmanson by dividing $50 by the average closing price of Ahmanson
common stock during the 20 trading days preceding approval of the merger by the
Office of Thrift Supervision or as otherwise agreed in connection with entering
into a merger agreement with Great Western. Based on the closing price for
Ahmanson's stock on March 14, 1997, the exchange ratio would have been 1.20 and
would have produced a value of $48.30 per Great Western common share.
Charles R. Rinehart, Chairman and Chief Executive Officer of Ahmanson,
stated, "Our enhanced proposal offers the best value and the least risk for
Great Western stockholders. In making this proposal, we are demonstrating in
the most tangible way our conviction as to the extraordinary benefits of a
merger between Ahmanson and Great Western.
"After thoroughly examining information contained about Great Western in
the Washington Mutual S-4, we are confident that we can responsibly assume an
additional $100 million in merger benefits through our combination.
"We believe that this is a proposal that Washington Mutual cannot match
without increasing its own shareholders' dilution to what must be an
unacceptable level. We call on the Great Western Board to act in the best
interests of the company's stockholders by making available to us the non-public
information it has provided to Washington Mutual, and by holding discussions
with us on a definitive merger agreement immediately," Mr. Rinehart concluded.
Following is a chart illustrating the value of the enhanced merger proposal
at a range of prices for Ahmanson stock:
Exchange Ratio Example
----------------------
<TABLE>
<CAPTION>
AHM GWF Exchange
Price Share Value Ratio
- ----- ----------- --------
<S> <C> <C>
$40.00 $48.00 1.200x
$41.00 $49.20 1.200
$41.67 $50.00 1.200
$42.00 $50.00 1.190
$43.00 $50.00 1.163
$44.00 $50.00 1.136
$45.00 $50.00 1.111
$45.45 $50.00 1.100
$46.00 $50.60 1.100
$47.00 $51.70 1.100
$48.00 $52.80 1.100
$49.00 $53.90 1.100
$50.00 $55.00 1.100
</TABLE>
<PAGE>
H.F. Ahmanson & Company, with assets of nearly $50 billion, is the parent
company of Home Savings of America, one of the nation's largest full-service
consumer banks.
THIS PRESS RELEASE 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; (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; (C)
AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES EXPECTED TO
BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. 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, 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 PRESENTATION 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
<PAGE>
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 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 an 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.
<PAGE>
99.2
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] OF AMERICA]
H.F. AHMANSON & CO.
ENHANCED MERGER PROPOSAL FOR
GREAT WESTERN FINANCIAL
MARCH 17, 1997
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] CAUTIONARY STATEMENT OF AMERICA]
================================================================================
THIS PRESENTATION AND THE ACCOMPANYING SLIDES CONTAIN 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; (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; (C) AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE
RESTRUCTURING CHARGES EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED
MERGER. 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, 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 PRESENTATION 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.
2
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] FEATURES OF PROPOSED OFFER OF AMERICA]
================================================================================
Exchange Ratio: . 1.20x when AHM stock price is below $41.67
. Floating to provide value of $50.00 to GWF stockholders when
AHM is between $41.67 and $45.45
. Exchange ratio of 1.10x when AHM is greater than $45.45
Determination of . The exchange ratio will be fixed based on the average AHM
Final Exchange stock price for the 20 trading days prior to receipt of
Ratio: OTS approval or through whatever mechanism is agreed upon
in a definitive agreement with GWF
3
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] EXCHANGE RATIO ANALYSIS OF AMERICA]
================================================================================
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
AHM GWF EXCHANGE
STOCK PRICE SHARE VALUE RATIO
============= ===================== ===================
<S> <C> <C>
$40.00 $48.00 1.200x
41.00 49.20 1.200
41.67 50.00 1.200
42.00 50.00 1.190
43.00 50.00 1.163
44.00 50.00 1.136
45.00 50.00 1.111
45.45 50.00 1.100
46.00 50.60 1.100
47.00 51.70 1.100
48.00 52.80 1.100
49.00 53.90 1.100
50.00 55.00 1.100
</TABLE>
Current Value of AHM Offer: $48.30
Current Value of WAMU Offer: $45.34
4
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON ASSUMPTIONS FOR HOME SAVINGS
& CO.] REVISED FINANCIAL RESULTS OF AMERICA]
================================================================================
. Revised AHM and GWF standalone earnings estimates
. Cost savings increased by $50 million to $454 million
. GWF G&A base larger than original analysis
. Revenue enhancements of $50 million assumed
. Net interest income from consumer lending and business banking
. Fee income from retail deposits, cash management and investment sales
. Credit reserve decreased by $50 million to $100 million based on WAMU due
diligence and Great Western concurrence
. Restructuring reserve conservatively increased to $454 million (100% of cost
saves)
5
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] IMPACT ON AHM SHAREHOLDERS OF AMERICA]
================================================================================
<TABLE>
<CAPTION>
Base Case /(1)/ Updated Case /(1)//(2)/
===================== ========================
<S> <C> <C> <C> <C>
AHM Stock Price $45.50 $40.25 $45.50 $40.25
Exchange Ratio 1.10x 1.20x 1.10x 1.20x
Reported EPS
1998E $3.08 $2.97 $3.26 $3.13
1999E 3.88 3.71 4.14 3.97
Cash EPS
1998E $4.04 $3.83 $4.21 $3.99
1999E 4.92 4.67 5.19 4.92
</TABLE>
(1) Both cases adjusted. AHM and GWF standalone earnings models revised to
reflect current street estimates and information provided in WAMU
presentation and GWF 10-K. In addition, a $195 million pre-tax "break up"
fee has been added in addition to a $50 million reduction in the credit
reserve.
(2) Adjusted to reflect impact of $100 million in additional pre-tax synergies
by 1999 and higher restructuring reserve
6
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] IMPACT ON ACCRETION / (DILUTION) /(1)/ OF AMERICA]
================================================================================
<TABLE>
<CAPTION>
% Accretion (Dilution)
================ ========================
Exchange
Ratio 1998 1999
================ ========================
<S> <C> <C> <C>
Reported EPS
AHM = $40.25 1.20x (11)% 3%
AHM = $43.50 1.15 (9) 4
AHM = $45.50 1.10 (7) 7
Cash EPS
AHM = $40.25 1.20x 9% 22%
AHM = $43.50 1.15 12 25
AHM = $45.50 1.10 15 29
</TABLE>
(1) Based on Updated Case
7
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] AHM OFFER LOW RISK OF AMERICA]
================================================================================
AHM OFFER REMAINS PREDICATED ON A SIMPLE, PROVEN FORMULA:
SIGNIFICANT COST SAVINGS
[INSIDE GRAPHIC ARROW]
ENHANCED SHAREHOLDER VALUE:
=
+ 1. SIGNIFICANT ACCRETION
2. ACCELERATED EPS GROWTH
ACCELERATED STOCK REPURCHASE
[INSIDE GRAPHIC ARROW]
8
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] AHM OFFER CLEARLY SUPERIOR OF AMERICA]
================================================================================
IN ADDITION TO PROVIDING A $2.97 PER SHARE OR GREATER THAN $400 MILLION PREMIUM,
AHM'S OFFER IS CLEARLY SUPERIOR IN ALL OTHER IMPORTANT RESPECTS:
<TABLE>
<CAPTION>
AHM Offer /(1)/ WAMU Offer
=================== =========================================
AHM AHM Original Revised Reasonable
Cash Basis $45.50 $40.25 Projections Projections Assumptions
========= ========= ============= ============= =============
<S> <C> <C> <C> <C> <C>
Pro Forma EPS
1998E $4.21 $3.99 $4.81 $4.81 $4.42
1999E 5.19 4.92 5.71 5.89 5.13
Exchange Ratio 1.10x 1.20x 0.90x 0.90x 0.90x
==============================================================================
Pro Forma Cash EPS per GWF Shareholder
1998E $4.63 $4.79 $4.32 $4.32 $3.97
1999E 5.71 5.90 5.14 5.30 4.62
==============================================================================
</TABLE>
(1) Based on revised "Updated Case".
9
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] CONSENT SOLICITATION PROCESS OF AMERICA]
================================================================================
We have a singular opportunity to demonstrate stockholder support of the AHM
offer over the course of the next two weeks:
. Consent solicitation process provides opportunity for an early referendum on
our offer
. Process already under way and to be completed by the end of March
. Receipt of strong stockholder support for AHM consents should convince the
GWF Board of the need to fulfill its fiduciary obligations
. Existing WAMU contract allows GWF to enter into negotiations with AHM
10
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] OF AMERICA]
================================================================================
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.
11
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] OF AMERICA]
================================================================================
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.
12
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] OF AMERICA]
================================================================================
APPENDIX
13
<PAGE>
[LOGO OF [LOGO OF
H.F. AHMANSON HOME SAVINGS
& CO.] EXCHANGE RATIO EXAMPLE OF AMERICA]
================================================================================
<TABLE>
<CAPTION>
AHM GWF EXCHANGE
PRICE SHARE VALUE RATIO
============= ===================== ===================
<S> <C> <C>
$40.00 $48.00 1.200x
41.00 49.20 1.200
41.67 50.00 1.200
42.00 50.00 1.190
43.00 50.00 1.163
44.00 50.00 1.136
45.00 50.00 1.111
45.45 50.00 1.100
46.00 50.60 1.100
47.00 51.70 1.100
48.00 52.80 1.100
49.00 53.90 1.100
50.00 55.00 1.100
</TABLE>
14
