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
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|_| 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:
3) Per unit price or other underlying value of transaction
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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WAMU MERGER FACTS APRIL 2, 1997
Delivering Growth & Value
The merger of Washington Mutual and Great Western rests on the premise that
delivering long-term shareholder value requires a forward-looking strategy, a
fundamental and strategic business plan, and a long-term perspective. Our
combination offers just that, and we expect our future results to reflect the
soundness of this thinking, which is based on the following key propositions:
Future prospects should be fueled by sound business fundamentals, rather than
financial engineering.
Built upon fundamental, strong and already growing core operating earnings, our
merger is projected to be 15% accretive to earnings in 1999. Expense reductions
will be meaningful and achievable. Our enhanced revenue will be fueled by our
strong capital- generating, technological and marketing capabilities.
Enduring growth requires a strong, low-risk balance sheet.
Our combined institution will have a balance sheet "structured for the future,"
not one that resembles the riskier balance sheets common to others in our
industry in the past.
Success in a rapidly evolving financial services industry requires strong
management with a proven track record.
Our acquisition experience is unique -- since 1988, Washington Mutual has closed
20 transactions, including 10 whole bank acquisitions in the last five years.
Each of our transactions has been integrated within six months.
Building an institution with geographic reach and diverse product offerings is
essential to maintaining shareholder value. The combination of our complementary
franchises and product offerings is more appropriate at this point in our
industry's evolution than "slash-and-burn" cost cuts.
Our approach builds a financially sound institution with diversity and strength,
which is well-positioned to deliver value now and into the future. Judge our
merger on its merits.
Support Growth and Value.
Support the WAMU/GWF Combination.
This press release contains forward-looking statements regarding the benefits of
the merger of Washington Mutual and Great Western, including cost savings to be
realized, earnings accretion, transaction charges and additional loan-loss
reserves and revenue enhancement opportunities following the merger. Actual
results may vary materially from the forward-looking statements as described in
Washington Mutual's Current Report on Form 8-K dated March 6, 1997, and its Form
S-4 Registration Statement dated March 13, 1997, to which reference is made.
These factors include without limitation possible delays in integration of Great
Western operations into Washington Mutual's, increases in interest rates which
could reduce net interest margin, competitive factors which could adversely
affect consumer banking strategy and general economic conditions which
negatively impact the volume of loan origination and amount of loan losses.
Washington Mutual ("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: Craig S. Davis, Steven P. Freimuth, Lee D. 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. 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.
Other participants in the solicitation include Great Western and 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 680,488 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. 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,
Sanjiv 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" 224 of Washington Mutual's common shares; (ii) net
"long" 27,434 shares of Washington Mutual's 9.12% preferred stock; (iii) net
"long" 124,964 shares of Washington Mutual's 7.60% preferred stock; (iv) net
"long" 12,629 of Great Western's common shares; and (v) net "long" 160,000
shares of Great Western's 8.30% preferred.
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 Sachs'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 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 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 31, 1997, Goldman Sachs held positions in Great Western Securities
and Washington Mutual Securities as principal as follows: (i) net "long" 18,173
of Great Western's common shares; (ii) net "long" $1 million of Great Western's
deposit notes; and (iii) net "long" 1,098 shares of Washington Mutual's common
stock. As of March 31, 1997, Merrill Lynch had positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 6,026 of Great Western's common shares; (ii) net "long" 150 shares of
Great Western's 8.30% preferred stock; and (iii) net "long" 1,526 of Washington
Mutual's common shares.
