SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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|_| 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
|_| Definitive Additional Materials
|XX| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Washington Mutual, Inc.
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
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|XX| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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computes pursuant to Exchange Act Rule 0-11 (Set forth the
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|_| 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
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<PAGE>
[LOGO] Washington Mutual [LOGO] Great Western
TO OUR CUSTOMERS AND COMMUNITIES:
Washington Mutual
and Great Western to Merge
Two weeks ago, Washington Mutual and Great Western announced a historic
merger agreement to create one of the nation's top financial services companies
for consumers. After the merger, our company will have assets of over $87
billion, more than 1,000 locations and serve 4.1 million households nationwide.
In Florida, where we will continue to use the Great Western name, we will be the
state's fifth-largest depository institution, continuing to help thousands of
people achieve their financial goals. The Washington Mutual/Great Western
partnership also will allow our company to serve a growing number of Floridians
with even more innovative products and services.
This combination means good news for you ...
Our shared vision of the future and compatible management philosophy means
... you will be banking with a strong, focused financial institution with
long-term staying power and the ability to generate and sustain economic growth
Our commitment to Florida means ... you will have a true partner in the
improvement and development of every neighborhood we serve. These tangible
benefits will reflect our historic and fundamental commitment to low- and
moderate-income lending
Our clear business strategy means ... you will have access to a broader
array of quality products and services at competitive prices. More choices mean
greater convenience for you today and tomorrow
Our high regard for talent and experience means ... our employees will have
opportunities for growth and career development and the chance to make a
meaningful contribution to you and the communities in which we live and work
Washington Mutual, recently named by Fortune magazine as the nation's most
admired savings institution, and Great Western together form a company that
signals good news for our customers, our employees, our communities and the
State of Florida.
We look forward to many opportunities to grow together and to serve you
better.
/s/ Kerry Killinger /s/ John F. Mahre
Chairman, President & President &
Chief Executive Officer Chief Executive Officer
Washington Mutual, Inc. Great Western Financial Corporation
Washington Mutual, Inc. ("Washington Mutual") and certain other persons
named below may be deemed to be participants in the solicitation of proxies in
connection with the merger of Great Western Financial Corporation ("Great
Western") and a wholly-owned subsidiary of 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"). The participants in
this solicitation may include the directors of Washington Mutual (Douglas P.
Beighle, David Bonderman, Herbert M. Bridge, J. Taylor Crandall, Roger H.
Eigsti, John W. Ellis, Daniel J. Evans, Anne V. Farrell, William P. Gerberding,
Kerry K. Killinger, Samuel B. McKinney, Michael K. Murphy, Louis H. Pepper,
William G. Reed, Jr., and James H. Stever); the following executive officers of
Washington Mutual: William A. Longbrake, Deanna W. Oppenheimer, Craig E. Tall
and S. Liane Wilson; and the following other members of management of Washington
Mutual: Karen Christensen, JoAnn DeGrande, William Ehrlich, James E. Fitzgerald,
Marc Kittner and Douglas G. Wisdorf. As of the date of this communication, David
Bonderman, J. Taylor Crandall and Kerry K. Killinger beneficially owned
1,894,141 shares, 6,549,755 shares and 1,044,224 shares of Washington Mutual,
respectively. The remaining participants do not beneficially own, individually
or in the aggregate, in excess of 1% of Washington Mutual's equity securities.
Great Western and certain other persons named below may be deemed to be
participants in the solicitation of proxies in connection with the merger of
Great Western and a wholly-owned subsidiary of 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"). The
participants in this solicitation may include the directors of Great Western
(James F. Montgomery, John F. Maher, Dr. David Alexander, H. Frederick Christie,
Stephen E. Frank, John V. Giovenco, Firmin A. Gryp, Enrique Hernandez, Jr.,
Charles D. Miller, Dr. Alberta E. Siegel and Willis B. Wood, Jr.); the following
executive officers of Great Western: J. Lance Erikson, Carl F. Geuther, Michael
M. Pappas, A. William Schenk III, Ray W. Sims, and Jaynie M. Studenmund; and the
following other members of management of Great Western: Stephen F. Adams, Bruce
F. Antenberg, Barry R. Barkley, Ian D. Campbell, Charles Coleman, Allen D.
Meadows, and John A. Trotter (collectively, the "Great Western Participants". As
of the date of this communication, James F. Montgomery and John F. Maher
beneficially owned 605,488 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. 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 proxy
solicitation, or that Schedule 14A requires the disclosure of certain
information concerning Goldman Sachs and Merrill Lynch. In connection with
Goldman Sach'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: Joe Wender, John
Mahoney, Andy Gordon, Todd Owens and Andrea 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: Herb Lurie, Louis S.
Wolfe, Paul Weizel, Frank V. McMahon, John Esposito, Alex Sun, Christopher
Del-Moral Niles and Kavita 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
from time to time 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 or other
derivatives in or relating to Great Western Securities or Washington Mutual
Securities.
As of March 14, 1997, Goldman Sachs held positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 9,669 of Great Western's common shares; (ii) net "long" $1 million of
Great Western's deposit notes; and (iii) net "long" 1, 980 shares of Washington
Mutual's convertible preferred stock. As of March 14, 1997, Merrill Lynch had
positions in Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 8,800 of Great Western's common shares;
(ii) net "long" 1,775 shares of Great Western's 8.30% cumulative perpetual
preferred stock; and (iii) net "long" 1,527 of Washington Mutual's common
shares.
