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Washington Mutual, Inc.
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May 06, 1997 7:08 PACIFIC 10:08 EASTERN
(BW) (WASH-MUTUAL) (WAMU) Washington Mutual Challenges Ahmanson to
Publicly Disclose the Timing and Magnitude of its Stock Buyback
Activities
Business Editors
SEATTLE--(BUSINESS WIRE)--May 6, 1997--Washington Mutual, Inc. (Nasdaq:
WAMU) today criticized H.F. Ahmanson's (NYSE: AHM) delayed admission that it was
recently buying back its own shares from investors in connection with its
unsolicited hostile bid for Great Western Financial Corporation (NYSE: GWF).
Ongoing public disclosure should be made to allow Great Western's shareholders
to determine for themselves whether this is a flagrant attempt by Ahmanson to
bolster the value of its hostile bid for Great Western because its offer is not
being well supported by the market on its own merits.
Ahmanson did not voluntarily disclose the resumption of its buyback
program until late last week when securities analysts questioned whether
Ahmanson was influencing the trading value of its stock. Ahmanson still has not
disclosed the timing and magnitude of this buyback program. Traders and market
participants had noted unusual activity from early through mid April, suggesting
Ahmanson was again repurchasing its stock.
"This activity artificially inflates the true value of Ahmanson's stock
and denies stockholders the ability to accurately assess the intrinsic market
value of Ahmanson's unsolicited bid for Great Western," stated Washington
Mutual. "Timely public disclosure of information by Ahmanson would properly
inform investors and allow the markets to more accurately evaluate the true
value of Ahmanson's hostile offer."
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 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, 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, 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 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
common stock, 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.
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 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 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 securities issued by Washington Mutual and its affiliates ("Washington
Mutual Securities") and Great Western and its affiliates ("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 28, 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" 1,519 of Great Western's common
shares; and (v) net "long" 160,000 shares of Great Western's 8.30% preferred
stock.
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, Christopher Del-Moral Niles and Kavita Gupta. In the
normal course of their respective businesses Goldman Sachs and Merrill Lynch
regularly buy and sell Great Western Securities and 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 28, 1997, Goldman Sachs had positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 9,473 of Great Western's common shares, and (ii) net "long" $1 million of
Great Western's deposit notes. As of April 28, 1997, Merrill Lynch had positions
in Great Western Securities and Washington Mutual Securities as principal as
follows: (i) net "long" 2,526 of Great Western's common shares, and (ii) net
"long" 1,526 of Washington Mutual's common shares.
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