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:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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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 27, 1997
FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL DISMISSES AHMANSON'S LATEST ALLEGATION
SEATTLE -- Washington Mutual, Inc. (Nasdaq: WAMU) today issued the
following statement in response to Ahmanson's (NYSE: AHM) statement that it had
asked the Securities and Exchange Commission (SEC) to review Washington Mutual's
ability to use pooling-of-interests accounting for its proposed merger with
Great Western Financial Corporation (NYSE: GWF).
"With its latest unfounded `allegation of the day,' Ahmanson is again
attempting to distract stockholders and the investment community from the
superior value offered by the Washington Mutual/Great Western merger,"
Washington Mutual stated. "This latest desperate attempt comes on the heels of
Great Western's board of directors reaffirming the superiority of Washington
Mutual's transaction over Ahmanson's revised hostile bid.
"Washington Mutual has never in its history instituted a common stock
repurchase program, has never stated an intention to institute such a program,
and has no plans to do so in the future. The financial markets have consistently
supported the company's growth strategy as the best way to deliver shareholder
value. The Washington Mutual/Great Western combination is a continuation of this
growth strategy, which is predicated on sound capital ratios, a strong balance
sheet, consistent profitability and superior earnings growth."
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"Washington Mutual's management has worked closely with its experienced
team of legal, accounting and financial advisors, and is well aware of the
requirements for qualifying the proposed merger as a pooling of interests.
Washington Mutual does not intend to take any action that would impair its
ability to account for its merger with Great Western as a pooling of interests."
With a history dating back to 1889, Washington Mutual is a diversified
financial services company focusing on families and small- and medium-size
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.
# # #
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.
