AHMANSON H F & CO /DE/
8-K, 1997-06-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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):    June 4, 1997

                            H. F. Ahmanson & Company
                          ----------------------------
               (Exact name of registrant as specified in charter)

           Delaware                   1-8930                 95-0479700
         ------------               ----------             --------------
 (State or other jurisdiction    (Commission File           (IRS Employer
      of incorporation)               Number)            Identification No.)

       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 June 4, 1997, H. F. Ahmanson & Company, a Delaware corporation,
announced it has withdrawn its offer to merge with Great Western Financial
Corporation, a Delaware corporation, and will terminate all pending litigation
and other actions related to its Great Western merger proposal.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

            99.1  Press release dated June 4, 1997.

<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.


Dated:  June 4, 1997                   H. F. AHMANSON & COMPANY
                                       
                                       
                                             /s/ Tim S. Glassett
                                       -----------------------------------
                                       By:   Tim S. Glassett
                                             First Vice President and
                                                Assistant General Counsel



                                                                    EXHIBIT 99.1
                                                                                

H. F. AHMANSON & COMPANY          HOME SAVINGS OF AMERICA          NEWS
                                  SAVINGS OF AMERICA

4900 Rivergrade Road, Irwindale, California  91706 * (818) 814-7922


FOR IMMEDIATE RELEASE                           CONTACTS:
- ---------------------                              Media: Mary Trigg
                                                          (818) 814-7922
                                                Investor: Steve Swartz
                                                          (818) 814-7986


              AHMANSON WITHDRAWS MERGER PROPOSAL FOR GREAT WESTERN

        -- Will Continue Building on its Strengths as One of the Nation's
                   Leading Financial Services Institutions --

      IRWINDALE, CA, June 4, 1997 -- H. F. Ahmanson & Company (NYSE:AHM) today
reported that it has withdrawn its offer to merge with Great Western Financial
Corporation (NYSE:GWF) and will terminate all pending litigation and other
actions related to its Great Western merger proposal.

      Ahmanson reached this decision following a ruling by the Delaware Chancery
Court yesterday permitting Great Western to hold its special shareholders'
meeting on June 13, 1997.  This ruling coupled with market valuation of
Ahmanson's proposal led Ahmanson to conclude that it was unlikely to prevail in
its attempts to acquire Great Western without raising its bid.  Reflecting its
fundamental commitment to its shareholders, Ahmanson was unwilling to increase
its offer.

      Chairman and Chief Executive Officer Charles R. Rinehart, stated, "We
remain absolutely committed to shareholder value and will continue to exercise
discipline in merger efforts as in all other endeavors.  We still believe that
Great Western was an attractive partner but not at the expense of returns to our
shareholders.

      "We will aggressively pursue our strategy to grow as a full-service bank
for consumers and small business, to further improve asset quality, to develop
more operating efficiencies, and to fully capitalize on our strong market
position.  We will also continue our capital management and stock buyback
programs.

      Rinehart added, "I would also like to personally acknowledge the
outstanding work and support of the entire Ahmanson and Home Savings team of
employees.  They are the best.  Their efforts to serve and attract customers and
build our business enabled Ahmanson to be in a position to launch the Great
Western proposal.  Their further sacrifice through months of hiring restrictions
to make room for Great Western employees reflects the best of our culture.  I
know that their continued outstanding performance will mean great things to come
for our company."

      H. F. Ahmanson & Company, with more than $48 billion in assets, is the
parent company of Home Savings of America, one of the nation's largest full-
service consumer banks.

                                       ###



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