SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
|XX| Filed by the Registrant
|_| 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)
Payment of Filing Fee (check appropriate box):
|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
amount on which the filing fee is calculated and state how it
was determined):
5) Total fee paid:
|_| 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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Media Contact: Gavin Anderson & Company Washington Mutual
Michael Geczi/Hollis Rafkin-Sax Bill Ehrlich
212-373-0226/0231 1-800-228-9268
Investor Contact: Washington Mutual
JoAnn DeGrande
1-206-461-3186
March 17, 1997
FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL ISSUES COMMENT
ON AHMANSON'S REVISED BID
SEATTLE -- In response to today's increased offer for Great Western
Financial Corporation (NYSE:GWF) by H.F. Ahmanson & Co. (NYSE:AHM), Washington
Mutual, Inc. (Nasdaq: WAMU) issued the following statement:
"On March 6, 1997 Washington Mutual, Inc. and Great Western Financial
Corporation entered into a definitive, binding agreement providing for a
strategic business combination of these two great institutions," the company
said. "H.F. Ahmanson & Company's hostile, unsolicited actions do not alter the
conclusion that the Washington Mutual/Great Western combination will provide a
stronger, more financially sound company in terms of tangible capital, credit
quality and potential earnings power. Pursuant to the merger agreement, our
transaction is to be considered by the shareholders at the earliest possible
date, and we are confident that they will approve the Washington Mutual/Great
Western combination.
With a history dating back to 1889, Washington Mutual is a diversified
financial services company focusing on families and small- and medium-sized
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.
###
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.
###
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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 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
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 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 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.
###
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. 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 Brothers' 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 had 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.
###
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,
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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 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 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; and (ii) net
"long" 1,527 or Washington Mutual's common shares.
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