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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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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
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
H. F. AHMANSON & COMPANY
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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Notes:
[LETTERHEAD OF SULLIVAN & CROMWELL]
April 2, 1997
BY FAX
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Mr. Peter R. Gleason,
Director,
Custom Research and Senior Analyst,
Institutional Shareholder Services.
Re: Great Western Consent Solicitation
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Dear Peter:
On behalf of H. F. Ahmanson, we are appreciative of the opportunity to
comment on your draft analysis of the consent solicitation at Great Western
("GWF").
As a general observation, we believe that you have accurately described the
relevant facts and have perceptively analyzed the relevant issues. In
particular, we agree that negotiations by GWF with all bona fide offerors will
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enhance stockholder value and prevent the continuation of an unlevel playing
field. We also agree that stockholders should have the opportunity provided by
an annual meeting to express their views.
We do, however, respectfully disagree with your proposed recommendation on
Consent Item 2. We believe that break-up fees of the magnitude GWF has agreed to
pay to Washington Mutual ("WAMU") are not necessary to attract other bidders.
For example, First Bank System agreed to acquire First Interstate in a
transaction with a value almost twice the WAMU-GWF merger, but almost the same
break-up fee. Absent some check on the amount of break-up fees, they can be used
to end rather than enhance the bidding process. Furthermore, when there are
multiple bidders, break-up fees are more appropriate after discussions with all
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interested parties and after all
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Mr. Peter R. Gleason Page 2
interested parties are invited to make their best and final bids, rather than
after negotiations only with the "preferred suitor".
We would also offer the following minor comments on factual matters:
(1) You may wish to note on page 4 that the definition of "change in
control" for GWF's senior executives was expanded in December 1996 to include
transactions, such as the WAMU merger, which were not previously covered, and
was further amended in February 1997 to include a transaction such as the
Ahmanson proposal, which was not previously covered.
(2) We suggest that you replace the phrase "On March 6, 1997" on page 8
with "On the next day" to indicate the close proximity of the two events.
(3) We believe that a more apt characterization of Ahmanson's offer (page
7) is "unsolicited" rather than "hostile".
(4) With respect to timing of the expiration date (pages 8-9), it is
important to recognize that unless the consents are received by early April, the
most important substantive provision involved in the consent -- a prompt annual
stockholders meeting -- would be effectively nullified. Under the third consent
proposal, the annual stockholders meeting must be held not later than two weeks
after the scheduled date in Great Western's by-laws. The last date under this
proposal is May 6, 1997. If the proposal is not adopted by early April, there
probably will not be sufficient time to solicit proxies for a meeting on that
date.*
(5) Ahmanson's principal disagreement with WAMU's projections (pages 9-10)
is the conjunction of aggressive cost savings and aggressive revenue
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enhancements, when each tends to reduce the potential for achieving the other.
Ahmanson believes that no other bank merger transaction has ever projected
combined cost savings and revenue enhancements of the relative amounts projected
by WAMU.
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* We also note that our Delaware counsel believes that the 60 day period runs
from the first date on which the first consents to Great Western are dated.
Mr. Peter R. Gleason Page 3
(6) The reference to GWF's meetings with "other interested parties" (page
11) could mention that GWF has refused to hold any meeting with Ahmanson.
(7) You may wish to change the reference on page 13 from "when a merger
agreement is finalized", because to our knowledge it has been finalized.
We are most appreciative of your consideration of these comments and the
courtesy you have shown to us throughout this process, and we look forward to
discussing them with you.
Very truly yours,
/s/ H. Rodgin Cohen
H. Rodgin Cohen