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
Filed by the registrant / /
Filed by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
AN OPEN LETTER TO
GREAT WESTERN STOCKHOLDERS
We ask you to answer this simple question: Has the Great Western Board of
Directors been acting in your best interests in its unwavering commitment to
Washington Mutual?
In reaching your answer, you should consider that H. F. Ahmanson & Company's
proposal to acquire Great Western has CONSISTENTLY HAD A HIGHER VALUE ON ALL BUT
THREE DAYS OUT OF THE LAST TWO MONTHS, CARRIES LESS RISK, AND CREATES A MORE
EFFICIENT FINANCIAL INSTITUTION WITH FAR STRONGER MARKET POSITION than the Great
Western Board's proposed transaction with Washington Mutual.
Against these facts, you should also consider whether the Great Western Board
could possibly have had your best interests in mind when it took the following
actions to prevent a level playing field on which to maximize stockholder value:
* It had discussions with at least two bidders, but not with Ahmanson.
* It had negotiations with Washington Mutual, but not with Ahmanson.
* It provided material information to Washington Mutual, but not to
Ahmanson.
* It sought to block or delay regulatory approvals for Ahmanson.
* It publicly vilified Ahmanson in an effort to force it to terminate
its bid.
* It sought to stifle the ability of you, its stockholders, to express
your views.
* It spread false and misleading information in an effort to confuse
the outcome of Ahmanson's consent solicitation of Great Western
stockholders.
* It ignored its own by-laws in an effort to force a vote on the
Washington Mutual proposal before new directors committed to the
best interests of Great Western stockholders can be elected.
Through these extraordinary actions, the Great Western Board has created an
unlevel playing field that is designed to force you to accept an inferior offer.
- -------
This is the same Great Western Board that wants you to re-elect its directors
and accept its recommendations.
FORTUNATELY, YOU HAVE A BETTER CHOICE.
There is a simple, direct path for you -- the true owners of Great Western -- to
act in your best interests and maximize the value of your investment in Great
------------------- ------------------
Western:
[graphic check box] Vote the WHITE proxy card FOR the slate of
-----
directors committed to the maximization of
stockholder value.
[graphic check box] Vote the PINK proxy card AGAINST the Great Western
----
Board's proposed merger with Washington Mutual
when you receive it with Ahmanson's proxy
materials.
[graphic check box] Tender your Great Western shares into Ahmanson's
Exchange Offer -- The Better Merger -- when it
commences.
H. F. AHMANSON & COMPANY
===================================IMPORTANT===================================
Do not delay! Vote the WHITE and PINK proxy cards as soon as you receive them.
If you have any questions or need assistance in completing the WHITE and PINK
proxy cards, please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
===============================================================================
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 May 15, 1997, Ahmanson is the beneficial owner of 3,560,500 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 May 15, 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 May 15, 1997, CSFB held a net long
position of 11,524 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.