99.1
[LETTERHEAD OF H.F. AHMANSON & COMPANY]
FOR IMMEDIATE RELEASE Contacts:
- --------------------- Media: Mary Trigg
(818) 814-7922
Investor: Steve Swartz
(818) 814-7986
H.F. AHMANSON & COMPANY ENHANCES
GREAT WESTERN MERGER PROPOSAL
- New Proposal Provides Clearly Superior Value
Over Washington Mutual Proposal -
IRWINDALE, CA. March 17, 1997--H.F. Ahmanson & Company (NYSE:AHM) today
announced that it has enhanced its proposal to merge with Great Western
Financial Corporation (NYSE:GWF) in order to provide Great Western stockholders
with clearly superior value over the Washington Mutual (NASDAQ:WAMU) proposal.
Based on the closing market price for Washington Mutual shares and Ahmanson
shares on March 14, 1997, the enhanced Ahmanson proposal provides a premium in
excess of $400 million, or approximately $3 per share, over the value implied by
the Washington Mutual proposal.
The enhanced merger proposal establishes a floating ratio for Great Western
common shares linked to the market price for Ahmanson common shares. Under the
proposal, Great Western's stockholders would receive, tax-free, not less than
1.10 and not more than 1.20 common shares of Ahmanson for each common share of
Great Western. On February 18, 1997, Ahmanson had announced a proposed exchange
ratio of 1.05 Ahmanson common shares per Great Western common share.
The enhanced merger proposal functions as follows:
. If Ahmanson common shares have a market price between $41.67 and $45.45 per
share, Great Western stockholders would receive an amount of Ahmanson
common shares with a value equal to $50 per Great Western common share.
. If Ahmanson common shares have a market price of $41.67 per share or less,
Great Western stockholders would receive 1.20 Ahmanson common shares.
. If Ahmanson common shares have a market price of $45.45 or greater, Great
Western stockholders would receive 1.10 Ahmanson common shares.
The exchange ratio will be fixed in the range between 1.10 and 1.20 common
shares of Ahmanson by dividing $50 by the average closing price of Ahmanson
common stock during the 20 trading days preceding approval of the merger by the
Office of Thrift Supervision or as otherwise agreed in connection with entering
into a merger agreement with Great Western. Based on the closing price for
Ahmanson's stock on March 14, 1997, the exchange ratio would have been 1.20 and
would have produced a value of $48.30 per Great Western common share.
Charles R. Rinehart, Chairman and Chief Executive Officer of Ahmanson,
stated, "Our enhanced proposal offers the best value and the least risk for
Great Western stockholders. In making this proposal, we are demonstrating in
the most tangible way our conviction as to the extraordinary benefits of a
merger between Ahmanson and Great Western.
"After thoroughly examining information contained about Great Western in
the Washington Mutual S-4, we are confident that we can responsibly assume an
additional $100 million in merger benefits through our combination.
"We believe that this is a proposal that Washington Mutual cannot match
without increasing its own shareholders' dilution to what must be an
unacceptable level. We call on the Great Western Board to act in the best
interests of the company's stockholders by making available to us the non-public
information it has provided to Washington Mutual, and by holding discussions
with us on a definitive merger agreement immediately," Mr. Rinehart concluded.
Following is a chart illustrating the value of the enhanced merger proposal
at a range of prices for Ahmanson stock:
Exchange Ratio Example
----------------------
AHM GWF Exchange
Price Share Value Ratio
- ----- ----------- --------
$40.00 $48.00 1.200x
$41.00 $49.20 1.200
$41.67 $50.00 1.200
$42.00 $50.00 1.190
$43.00 $50.00 1.163
$44.00 $50.00 1.136
$45.00 $50.00 1.111
$45.45 $50.00 1.100
$46.00 $50.60 1.100
$47.00 $51.70 1.100
$48.00 $52.80 1.100
$49.00 $53.90 1.100
$50.00 $55.00 1.100
H.F. Ahmanson & Company, with assets of nearly $50 billion, is the parent
company of Home Savings of America, one of the nation's largest full-service
consumer banks.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO
THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND,
ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT
WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE
REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED
MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES
OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED; (C)
AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES EXPECTED TO
BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING
STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD
LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1)
EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR
REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED
MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY
INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL
CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE
ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER
NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING
BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY
CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE
ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL
RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY AHMANSON
WITH THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION"), INCLUDING A
REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18,
1997, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN. AHMANSON
BELIEVES THAT THE INFORMATION REGARDING THE PROPOSED WASHINGTON MUTUAL/GREAT
WESTERN MERGER IS SUBJECT TO SIMILAR QUALIFICATIONS AND UNCERTAINTIES. ALTHOUGH
THIS PRESENTATION INCLUDES INFORMATION CONCERNING WASHINGTON MUTUAL AND GREAT
WESTERN INSOFAR AS IT IS KNOWN OR REASONABLY AVAILABLE TO AHMANSON, AHMANSON
DOES NOT HAVE ACCESS TO THE BOOKS AND RECORDS OF EITHER COMPANY. THEREFORE,
INFORMATION CONCERNING GREAT WESTERN AND WASHINGTON MUTUAL THAT HAS NOT BEEN
MADE PUBLIC IS NOT AVAILABLE TO AHMANSON. CONSEQUENTLY, WITH RESPECT TO
WASHINGTON MUTUAL, GREAT WESTERN AND THEIR PROPOSED MERGER, AHMANSON HAS RELIED
ENTIRELY ON PUBLICLY AVAILABLE INFORMATION WITHOUT INDEPENDENT VERIFICATION.
MOREOVER, AHMANSON NOTES THAT THE NEED TO RELY SOLELY ON SUCH PUBLICLY AVAILABLE
INFORMATION MAY AFFECT THE JUDGMENTS UNDERLYING AN EVALUATION OF THE FINANCIAL
AND OTHER PROJECTED INFORMATION DISCUSSED HEREIN.
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 March 14, 1997, Ahmanson is the beneficial owner of 2,344,800 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 March 14, 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 an 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 March 12, 1997, CSFB held a net short
position of 203,476 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.