SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
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/ / Definitive proxy statement Rule 14a-6(e)(2))
/ / Definitive additional materials
/x/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
H. F. AHMANSON & COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-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:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(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:
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H. F. AHMANSON & COMPANY HOME SAVINGS OF AMERICA NEWS
SAVINGS OF AMERICA
4900 Rivergrade Road, Irwindale, California 91706 * (818) 814-7922
FOR IMMEDIATE RELEASE CONTACTS:
- --------------------- Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
INDEPENDENT INSPECTOR CERTIFIES AHMANSON
VICTORY ON CONSENT REQUIRING GREAT WESTERN
TO HOLD ANNUAL MEETING BY MAY 6
-- Adoption of Two Additional Proposals Also Certified by Inspector --
IRWINDALE, CA, April 28, 1997 -- H. F. Ahmanson & Company (NYSE:AHM) today
announced that the independent inspector appointed by Great Western Financial
Corporation (NYSE:GWF), CT Corporation Systems, has certified that more than the
requisite majority of Great Western shares were voted in favor of Ahmanson's
third consent proposal requiring Great Western to hold its annual meeting of
stockholders by May 6. The independent inspector today also certified that two
additional proposals put before stockholders by Ahmanson, number four and five,
received the requisite majority of outstanding share to be adopted into Great
Western's By-laws.
Ahmanson stated that, based on the tally certified by CT, consent proposal
three exceeded the requisite majority vote by approximately 4.2 million shares
on April 9, 1997. Great Western's assertion that 5.2 million shares should be
excluded because they were double-voted is incorrect because CT's tally already
excludes 1.4 million of these shares. Accordingly, the maximum reduction from
Ahmanson's majority on April 9 would be approximately 3.8 million votes. Since
the votes for proposal three exceeded a majority of outstanding shares by
approximately 4.2 million, subtracting 3.8 million votes still leaves a margin
of approximately 400,000 shares by which proposal three exceeded the requisite
majority as of April 9.
Moreover, the total number of shares voted in favor of consent proposals
three, four and five is significantly higher than the tally calculated by CT as
of April 9. CT's count announced today is based only on consents delivered as
of April 9, which is consistent with CT's normal practice of counting votes in
the order delivered until it certifies that a majority has been reached.
Because CT certified that a majority had been reached on April 9, its count does
not include several million additional valid consents delivered to Great Western
on proposals three, four and five after April 9.
Ahmanson stated that it offered, in writing, last Friday to enter into an
agreement with Great Western to resolve definitively whether the Great Western
contention on the double counting issue mattered on any of the proposals. The
agreement also would have established a procedure to allow CT to count the votes
on consent proposal one, which urges Great Western to enter into discussions
with Ahmanson, without prejudicing Great Western's legal arguments as to the
proper record date. Great Western refused to enter into this agreement and
thereby has prevented a count on proposal one.
In clarifying how the consent process works, Ahmanson stated that it was
obligated to deliver all consents delivered to it by shareholders and could not
decline to deliver consents because they might have been duplicate votes or had
been subject to revocation. The validity of the consents is to be determined by
the independent inspector in accordance with its standard procedures. Consents
and revocations are not certified until a majority of unrevoked consents have
been delivered. Under Delaware law, Ahmanson can continue to deliver consents
for 60 days following the date of the earliest date consents were delivered
until it delivers a majority. Once a majority is delivered, no subsequent
revocations are effective.
Ahmanson further stated, "The facts behind CT's tally, combined with Great
Western's strenuous efforts to obscure these facts and obstruct certification of
the vote results, remove any possible doubt that we have prevailed on consent
proposals one, three, four and five. You don't go to the lengths that Great
Western has to confuse, delay and challenge the process if you believe you won.
The simple fact that Great Western finally chose to set June 13 as the date for
its annual meeting, which it had previously postponed indefinitely makes it
clear that Great Western was already well aware that the consent proposal
requiring it to hold its annual meeting on May 6 had been approved.
"There can be no further justification, based on alleged uncertainty as to
the vote, for the Great Western Board to continue to refuse to take the actions
that its own stockholders so clearly want."
H. F. Ahmanson & Company, with more than $48 billion in assets, is the
parent company of Home Savings of America, one of the nation's largest full-
service consumer banks.
SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF") COMMON STOCK
HELD BY H. F. AHMANSON & COMPANY ("AHMANSON"), ITS DIRECTORS AND
EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF
AHMANSON AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF
Ahmanson and certain other persons named below may solicit proxies (a) to elect
three nominees and one or more alternate nominees (the "Nominees") as directors
of GWF at the annual meeting of stockholders of GWF to be held on a date to be
announced (the "Annual Meeting") and (b) in favor of the adoption at the Annual
Meeting of a non-binding stockholder resolution and seven proposals to amend the
By-laws of GWF. Ahmanson and certain other persons named below are also
soliciting consents from stockholders of GWF to approve proposals, without a
stockholders' meeting, to adopt non-binding resolutions of stockholders and
amendments to the By-laws of GWF. The participants in this solicitation may
include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black,
Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan,
Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders,
Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following
executive officers and employees of Ahmanson or its subsidiaries: Kevin M.
Twomey (Senior Executive Vice President and Chief Financial Officer),
Madeleine A. Kleiner (Senior Executive Vice President, Chief Administrative
Officer and General Counsel), Anne-Drue M. Anderson (Executive Vice President
and Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); and the following Nominees: Lawrence A.
Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E.
Merow.
As of April 25, 1997, Ahmanson is the beneficial owner of 3,550,500 shares of
GWF Common Stock. Other than Mr. Gelber, who owns 332 shares of GWF Common
Stock, none of the Nominees is the beneficial owner of any GWF Common Stock.
Other than set forth herein, as of April 25, 1997, neither Ahmanson nor any of
its directors, executive officers or other representatives or employees of
Ahmanson, any Nominees or other persons known to Ahmanson, who may solicit
proxies has any security holdings in GWF. Ahmanson disclaims beneficial
ownership of any securities of GWF held by any pension plan or other employee
benefit plan of Ahmanson or by any affiliate of Ahmanson. Ahmanson further
disclaims beneficial ownership of any securities of GWF held by Ahmanson or any
of its subsidiaries for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.
Although Credit Suisse First Boston Corporation ("CSFB") and Montgomery
Securities ("Montgomery"), financial advisors to Ahmanson, do not admit that
they or any of their directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information concerning CSFB or
Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation.
Each of CSFB and Montgomery engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their respective businesses, each
of CSFB and Montgomery may trade securities of GWF for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities. As of April 24, 1997, CSFB held a net long
position of 5,443 shares of GWF common stock and Montgomery held no shares of
GWF common stock.
Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the
directors or executive officers of Ahmanson, the employees or other
representatives of Ahmanson who may participate in this solicitation or the
Nominees named above has any interest, direct or indirect, by security holdings
or otherwise, in GWF.
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