SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
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|_| 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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Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(4)
and 0-11.
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<PAGE>
March 27, 1997
WAMU MERGER FACTS
The Promise of `Promises'
The definitive merger agreement between Washington Mutual, Inc. and Great
Western Financial Corporation -- as well as the hostile bid for Great Western
by H.F. Ahmanson -- have been accompanied by numerous predictions and
forecasts. The reality behind the statements supporting our definitive
merger agreement clearly demonstrates why Great Western's management and
Board of Directors have agreed to the friendly merger with Washington
Mutual.
It's as clear as the difference between sound business fundamentals and
financial gimmickry.
Our Merger Delivers:
A powerful capital-generating ability that
will build assets and spur revenue growth
Their Proposal Creates:
Extensive goodwill drag on earnings,
which shareholders would be paying for
over the next 25 years
Our Merger Delivers:
A low-risk balance sheet, with sound capital
ratios; low non-performing assets; strong
reserves, and prudent use of leverage
Their Proposal Creates:
A highly leveraged combination with a
risky balance sheet and vulnerability
to economic downturns
Our Merger Delivers:
A technologically sophisticated,
growth-oriented institution that
delivers value to shareholders
Their Proposal Creates:
A technological dinosaur in which
Great Western shareholders would end up
owning approximately 60% of Ahmanson's
outstanding common stock
Our Merger Delivers:
An experienced management team with
an average of 11.9 years of service and
a proven track record of integrating
20 acquisitions since 1988, including
10 whole bank acquisitions within the
last five years
Their Proposal Creates:
A management team with an average of
just 3.3 years of service at Ahmanson
and no whole bank acquisitions during
the last five years
The Washington Mutual/Great Western merger is a step into the future, rather
than a step back into the past. It's built on the premise that your future
should offer the prospect of strong returns, not unacceptable risks.
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'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" 1,098 shares of Washington Mutual's common 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, 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" 124 of Washington Mutual's common shares;
and (ii) net "short" 3,327 of Great Western's common shares.
