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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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transactions:
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(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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DRAFT -- APRIL 7, 1997 -- 11:00 A.M. EST
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Media Contact: Gavin Anderson & Company Washington Mutual
Hollis Rafkin-Sax Bill Ehrlich
212-373-0231 1-800-228-9268
Investor Contact: Washington Mutual
JoAnn DeGrande
206-461-3186
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April 9, 1997
FOR IMMEDIATE RELEASE
---------------------
WASHINGTON MUTUAL DISMISSES AHMANSON
CONSENT SOLICITATION
SAYS MERGER WITH GREAT WESTERN NOT AFFECTED
SEATTLE -- Washington Mutual, Inc. (Nasdaq: WAMU) today issued the
following statement in connection with H.F. Ahmanson & Co.'s (NYSE: AHM)
consent solicitation of Great Western Financial Corporation's (NYSE: GWF)
stockholders.
"Washington Mutual and Great Western have a fully executed definitive
merger agreement that will be submitted to the shareholders of both companies
for their approval in the very near future. None of the matters that are the
subject of Ahmanson's consent solicitation will affect in any way the schedule
for shareholder approval or completion of our merger."
"The consent solicitation is not a referendum on the Washington
Mutual/Great Western merger, a fact supported by the Institutional Shareholder
Services Inc.'s (ISS) April 2 report. By aggressively promoting an issue that
has no bearing on the timing or outcome of our transaction, Ahmanson is
attempting to distract attention from the fact that the marketplace has not
supported its revised hostile offer of March 17."
Washington Mutual continued, "We remain very confident that our merger
will be overwhelmingly approved by the shareholders of both companies. The
combination of
-more-
<PAGE> 3
our two companies is about continuing a proven growth strategy that has been
successfully executed by the experienced management team of Washington Mutual.
This strategy is grounded in sound capital ratios, a strong balance sheet,
consistent profitability and superior earnings growth potential. The
exceptional value of our transaction was recognized by the Great Western Board
of Directors when it strongly and unanimously reaffirmed its support of the
merger with Washington Mutual on March 26."
With a history dating back to 1889, Washington Mutual is a diversified
financial services company focusing on families and small and mid-sized
businesses. At year-end 1996, Washington Mutual and its subsidiaries had
consolidated assets of $44.6 billion and operated more than 550 offices in
Washington, California, 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.
# # #
Washington Mutual, Inc. ("Washington Mutual") and other certain 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.
Belghle, David Bonderman, Herbert M. Bridge, J. Taylor Crandall, Roger H.
Figsti, 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,
JoAnne DeGrande, William Ehrlich, James B. Fitzgerald, Marc R. 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, respectively. The remaining Washington Mutual
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.
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 followiing 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.
-more-
<PAGE> 4
-3-
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 share 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. The Great
Western Participants do not beneficially own, individually or in the aggregate,
in excess of 1% of Washington Mutual'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 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 April 7, 1997, Lehman Brothers
had 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 "short" 3,509 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 April 7, 1997, Goldman Sachs held positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 8,173 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 shares. As of April 7, 1997, Merrill Lynch had positions in
Great Western Securities and Washington Mutual Securities as principal as
follows: (i) net "long" 7,125 of Great Western's common shares and (ii) net
"long" 1,526 of Washington Mutual's common shares.
