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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 14s-6(e)(2))
/ / Definitive Proxy Statement (Revocation of Consent Statement)
Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WASHINGTON MUTUAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(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 14s-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transactions:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[WASHINGTON MUTUAL LETTERHEAD] News Release
Media Contact: Gavin Anderson & Company Washington Mutual
Michael Geczi/Hollis Rafkin-Sax Bill Ehrlich
Home: 201-625-5459/914-834-9012 800-228-9268
Work: 212-373-0226/0231
Investor Contact: Washington Mutual
JoAnn DeGrande
206-461-3186 March 23, 1997
FOR IMMEDIATE RELEASE
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WASHINGTON MUTUAL ISSUES COMMENT
ON AHMANSON ANNOUNCEMENT
SEATTLE -- Washington Mutual, Inc. (Nasdaq: WAMU) today issued the
following statement in response to the announcement Friday by H.F. Ahmanson &
Co. (NYSE: AHM) that it has filed a motion to amend its lawsuit against Great
Western Financial Corporation (NYSE: GWF). In the motion, Ahmanson questions
Washington Mutual's ability to account for its merger with Great Western as a
pooling of interests.
"Ahmanson's assertion is unfounded. The issue of accounting for the
merger as a pooling of interests was thoroughly reviewed by both companies'
accounting advisors, Deloitte & Touche and Price Waterhouse," Washington
Mutual stated. "Both accounting firms advised and continue to advise that, in
their view, the proposed Washington Mutual/Great Western transaction is
appropriately accounted for as a pooling of interests.
"Ahmanson's latest announcement is a clear signal of its desperation in
reaction to the stock market's failure to respond favorably to its revised bid
for Great Western and its revised revenue-enhancement and cost-savings
projections. We believe that Ahmanson will not succeed with its continuous
attempts to confuse investors and misrepresent our agreed transaction. Instead,
investors will focus on the sound capital ratios, strong profitability and
earnings growth, and execution experience that the Washington Mutual/Great
Western combination will provide. We continue to believe that investors
recognize the superiority of this friendly merger, and we remain confident that
our merger will be completed on schedule."
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With a history dating back to 1889, Washington Mutual is a diversified
financial services company focusing on families and small- and medium-size
businesses. At year-end, Washington Mutual and its subsidiaries had assets of
$44.6 billion and operated more than 550 offices in Washington, California,
Oregon, Idaho, Utah, Montana, Arizona, Colorado and Nevada. The company's
subsidiaries provide consumer and commercial banking, full-service securities
brokerage, mutual fund management and insurance underwriting.
Great Western Financial Corporation ("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, 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"). The participants in
this solicitation may include the directors of Great Western (James F.
Montgomery, John F. Maher, Dr. David Alexander, H. Frederick Christi, 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 Schenck 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, 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 persons related to them
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 proxy solicitation, or that
schedule 14A requires the disclosure of certain information concerning Goldman
Sachs and Merrill Lynch. In connection with Goldman Sachs' 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 Ownes
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 Wetzel, 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
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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% preferred
stock; and (iii) net "long" 1,527 of Washington Mutual's common shares.
Other participants in the solicitation include Washington Mutual and 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; Lee Lannoye, 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 B.
Fitzgerald, Marc Kittner and Douglas G. Wisdorf (collectively, the "Washington
Mutual Participants"). 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 common stock,
respectively. The remaining 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 persons related to it 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 proxy solicitation, or that
Schedule 14A requires the disclosure of certain information concerning Lehman
Brothers. In connection with Lehman Brother's 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: Steven B. Wolitzer,
Philip R. Erlanger, Sanjlv Sobti, David J. Kim, Craig P. Sweeney and Daniel 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 account 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 or other derivatives in or relating to Washington Mutual
Securities or Great Western Securities. As of March 14, 1997, Lehman Brothers
held positions in Washington Mutual Securities and Great Western Securities as
principal as follows: (i) net "short" 124 of Washington Mutual's common shares;
and (ii) net "short" 3,327 of Great Western's common shares.
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March 24, 1997
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WAMU MERGER FACTS
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Evaluating Execution Risk
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An examination of the benefits of the Washington Mutual/Great Western Financial
merger compared with "execution risk" associated with the H.F. Ahmanson's
hostile offer
Ahmanson's forecast cost savings
are questionable
and
Washington Mutual will achieve
superior cost savings
on the technological front
A successful merger hinges on flawless execution. A comparison between WAMU's
and AHM's state of technology is critical because it significantly affects each
institution's ability to:
- achieve forecast cost savings
- achieve operating efficiencies
- retain existing/attract new customers
- generate revenues by increasing product
offerings and effectively cross-selling
It is clear that Ahmanson's cost-save estimate of $454 million is totally
unrealistic give its dated techological position
* of that total, AHM estimates that only $144 million, or 32%, would be
driven by branch closings due to overlap
* the remaining $310 million, therefore, would come from non-branch
functions
given the disparity between the technological sophistication of the two
companies, how can AHM credibly suggest that it can take more cost out
of operations and technology than could WAMU?
* WAMU has a documented track record of integrating mergers, converting
acquired companies to its state-of-the-art systems quickly and
efficiently, reducing expenses while attracting new customers and
growing revenues with new products and cross-selling
WAMU'S technological platform is cutting edge
* WAMU was the first bank in the nation to install the public release of
Hogan 2.0, Hogan's latest software for deposit products (Hogan is the
premier provider of deposit software). The new software can not only
accommodate the addition of GWF quickly and efficiently, it will allow
for further growth after that
* Having a state-of-the-art technological platform in place, the merger
conversion will proceed in a stable environment retaining existing
customers and attracting new ones
* All of WAMU's major systems are Year-2000 compliant
* WAMU's "front-end-system," used by branch employees, was produced in
partnership with technology giant IBM. It is highly intuitive, easy to
use, and features point and click technology
* Training time for GWF employees will be greatly reduced, as GWF already
operates on a Hogan-based system, enabling the new users to begin
opening accounts -- and generating additional income -- almost
immediately
* With the infrastructure in place, the technology costs would be spread
over a larger base -- driving down costs and creating greater
efficiencies
AHM has an antiquated deposit-system platform and is not year 2000-compliant
* AHM currently has an RFP out to upgrade this system. The process, from
RFP to start-up, could take two to three years to complete and cost in
excess of $50 million (an issue not addressed in its public
presentations)
* The installation of a new system always creates great instability,
risking significant customer and deposit losses and new business
initiatives
* AHM will be paying for an expensive technology upgrade while learning
how to use the new system
* AHM will be converting their system at the same time they are closing
200 branches, eliminating the GWF name and its goodwill and without the
support of Great Western management or its employees
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