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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
H. F. AHMANSON & COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
H. F. AHMANSON & COMPANY
A LOOK FORWARD
NEXT STEPS
1
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THIS PRESENTATION 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, AS AMENDED, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN.
2
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
1. H.F. AHMANSON -
A COMPELLING INVESTMENT
. Successful implementation of a powerful strategy
2. NEXT STEPS
. Elect independent directors
. Reject the WAMU offer
. Accept the Ahmanson exhange offer
3
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
H.F. AHMANSON -
A COMPELLING INVESTMENT
SUCCESSFUL IMPLEMENTATION OF A
POWERFUL STRATEGY
4
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
A CONSUMER BANK
APRIL 30, 1997
. ASSETS $48.5 BILLION
. DEPOSITS $33.9 BILLION
. LOANS $45.3 BILLION
. MARKET CAPITALIZATION $ 3.8 BILLION
. # OF FINANCIAL SERVICE
CENTERS / STATES 380 / 3
. # OF LOAN OFFICES / STATES 124 / 9
. MORTGAGE SERVICING $59.4 BILLION
5
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
CASH EARNINGS PER SHARE
[GRAPH APPEARS HERE]
1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ----
0.46 0.51 0.57* 0.77 0.90
* 3Q96 excludes SAIF recap and First Interstate branch acquisition charges.
6
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
SIGNIFICANTLY IMPROVING RETURNS
CASH RETURN ON ASSETS
[GRAPH APPEARS HERE]
1Q96 2Q96 3Q96 4Q96 1Q97 1Q97*
---- ---- ---- ---- ---- -----
0.53% 0.58% 0.62% 0.78% 0.88% 0.84%
CASH RETURN ON EQUITY
[GRAPH APPEARS HERE]
1Q96 2Q96 3Q96 4Q96 1Q97 1Q97*
---- ---- ---- ---- ---- -----
9.60% 10.80% 11.60% 16.60% 19.30% 17.21%
3Q96 excludes SAIF recap and First Interstate branch acquisition charges
* Reported
7
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
BUILDING BLOCKS TO SUCCESS
1994 Franchise Rationalization and Enhancement
New Mgmt Team Assembled
1995 New Initiatives - Investment Sales, HOME run, Consumer Lending
---------------
Technology Development - HOME Run, CPI, Electronic Banking
----------------------
Stock Buybank Program Initiated
1996 Realize Consumer Lending & Investment
Acquired 61 First Interstate Branches
Business Banking & Cash Management Developed
1997 Exceeded Efficiency Targets
Improving Credit Quality
Accelerated EPS Growth
Exceeded 15% ROE Goal
1998 48% Efficiency Ratio
Improving Credit Quality
EPS Growth
18% Cash ROE
8
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
FINANCIAL GOALS
. ROE - First 15%, now 18%
. Efficiency Ratio - below 50%
. EPS Growth - achieve 18% ROE, then 15% EPS growth rate thereafter
. Capital - "well capitalized" and well managed
9
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
STRATEGIC POSITION
. Consumer Bank
. Customer driven alternative delivery capabilities
. Trusted financial advisor
RESULT: ENHANCED MARKET PENETRATION
10
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
GROWTH IN CONSUMER ACCOUNTS
------
($ in Billions) 12/31/95 3/31/97 % Change
-------- ------- --------
Households 1.2 million 1.4 million 17%
Accounts with 45,000 370,000 722%
Debit Cards
Checking balances $2.5 $3.3 32%
11
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
GROWTH IN OTHER FEE INCOME
------
. 1Q97 annual run rate is $79 million or $0.42 EPS higher than 1995 results
[GRAPH APPEARS HERE]
($ in millions)
1Q96 2Q96 3Q96 4Q96 1Q97 2Q97*
---- ---- ---- ---- ---- -----
$27 $31 $34 $44 $46 $48
* Run rate based on April results
12
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
GROWTH IN INVESTMENT PRODUCT SALES
------
AVERAGE DAILY CORE SALES
[GRAPH APPEARS HERE]
($ in millions)
1995 1996 1Q97 APR-97
---- ---- ---- -----
$0.6 $2.2 $3.5 $4.2
13
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
GROWTH IN HIGHER MARGIN BUSINESS
-------
CONSUMER LOANS FUNDED
[GRAPH APPEARS HERE]
($ in millions)
Quarters: 1Q96 2Q96 3Q96 4Q96 1Q97 2Q97*
---- ---- ---- ---- ---- ----
$17 $52 $71 $131 $136 $219
*Run rate based on April results
14
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ASSET ORIGINATION
IMPROVING EARNING ASSET COMPOSITION
LOAN ORIGINATION MIX
1Q
1995 1997
------ ------
Residential 99% 87%
Consumer 1 12
Business 0 1
15
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
COST CONTAINMENT
IMPROVED EFFICIENCY RATIOS
[GRAPH APPEARS HERE]
1995 1Q96 1Q97
---- ---- ----
Efficiency Ratio: 59% 54% 49%
16
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ASSET QUALITY
. Credit costs down 36%
. Loan Loss Reserves strong and stable
[GRAPH APPEARS HERE]
($ in millions)
1Q96 2Q96 3Q96 4Q96 1Q97
---- ---- ---- ---- ----
Provision 46 34 36 29 24
REO 26 27 25 28 22
Loan Loss Reserves 385 382 398 389 388
17
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ASSET QUALITY
RESIDENTIAL 1-4 FAMILY
60 DAY DELINQUENCIES
KEY LEADING INDICATOR OF NONPERFORMING ASSETS
[GRAPH APPEARS HERE]
12/95 3/96 6/96 9/96 12/96 3/97 4/97
($ in millions): $144 $134 $134 $121 $121 $100 $83*
* Lowest level since October 1989
18
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
SOUTHERN CALIFORNIA
RESIDENTIAL 1-4 FAMILY
90+ DAYS DELINQUENT
[GRAPH APPEARS HERE]
3/31/96 3/31/97
YEAR OF ORIGINATION % %
- ------------------- ---- ----
PRE86 2.14 1.17
86 2.31 1.44
87 2.67 2.42
88 3.94 2.50
89 4.20 2.79
90 4.74 3.23
91 4.26 3.42
92 3.25 2.02
93 1.31 1.42
94 0.57 0.93
95 0.22 0.64
96 0.00 0.08
19
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
RESIDENTIAL 1-4 FAMILY
NONPERFORMING LOANS
[GRAPH APPEARS HERE]
. Cumulative decline since February 1996: $202 million
. 14 consecutive declines
($ in millions)
1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97 3/97 4/97
Monthly Change 29 29 -21 -26 -19 -11 -22 -19 -10 -13 -8 -2 -1 -11 -14 -25
20
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ASSET QUALITY
NONPERFORMING ASSETS DOWN 23%
LEADING INDICATOR OF CREDIT COSTS
[GRAPH APPEARS HERE]
3/96 6/96 9/96 12/96 3/97 4/97
($ in millions): $977 $954 $898 $846 $793 $752*
* Lowest level since November 1990
21
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
COMPONENTS OF CREDIT COSTS
FIRST QUARTER 1997
[GRAPH APPEARS HERE]
Pre-'93 Post-'92
Total Loans Portfolio Portfolio
----------- --------- ---------
% of Loans & REO: 0.40% 0.71% 0.13%
Peer Group Average: 20 bps (a)
(a) 1996 average of BVFS, GWF, WAMU, COFI and TCB
22
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THE VALUE OF FURTHER IMPROVEMENT IN ASSET QUALITY
ON EPS
* Each 10 bps of credit cost improvement adds $0.24 to EPS
[GRAPH APPEARS HERE]
10 bps 15 bps 20 bps
------ ------ ------
$0.24 $0.36 $0.48
23
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
A CONSUMER BANK WITH
BUSINESS BANKING CAPABILITY
. Large, profitable and underserved segment
. Fully utilizes existing distribution system
. Leverages strong loyalty and name recognition
. High ROE
. Built capabilities for First Interstate acquisition
. In process of rollout to entire California franchise
24
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
CAPITAL MANAGEMENT
COMMON STOCK BUYBACK ACTIVITY
-- 16% of Common Stock repurchased since start of programs
# Shares Avg Price
(millions) Paid
---------- ---------
Programs to date 19.2 $27.11
Remaining:
---------
Prior Program $131 million
New Program 250 million
------------
$381 million
25
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
1997 FIRST QUARTER /(1)/
IMPROVED NET INCOME AND EPS
PERCENT INCREASE FROM 1996
[GRAPH APPEARS HERE]
Dollars Fully-Diluted EPS
%: 59% 93%
(1) First quarter 1997 includes gain on sale of Arizona branches ($9.5 million
or $0.08 EPS)
Excluding gain on sale, 45% increase in dollars and 76% increase in fully
diluted EPS.
26
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ACCELERATED CASH EPS GROWTH
Street estimates indicate continued above average growth
. Street Estimates CAGR (Cash Earnings)
- 1996 to 1998 = 31%
- 1996 to 1999 = 23%
[GRAPH APPEARS HERE]
1995 1996 1997E 1998E 1999E
---- ---- ----- ----- -----
$1.42 $2.31 $3.35/(1)/ $3.81/(1)/ $4.20/(2)/
(1) Based on First Call estimates, adjusted for goodwill and CDI amortization
(2) 1999E reflects 10% growth rate over 1998 First Call estimate, adjusted for
goodwill and CDI amortization
Note: 1995 excludes goodwill accounting change and gain on sale of New York
branches
1996 excludes SAIF recap and First Interstate branch acquisition charges
27
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NEXT STEPS
STEPS TO ENHANCING GWF SHAREHOLDER VALUE
1. ELECT INDEPENDENT DIRECTORS
2. REJECT THE WAMU OFFER
3. ACCEPT THE AHMANSON EXHANGE OFFER
28
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NEXT STEPS
STEP 1: ELECTION OF INDEPENDENT DIRECTORS
29
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ELECT THREE INDEPENDENT DIRECTORS
. Wolfgang Schoellkopf, 64, retired vice chairman and chief financial officer
of First Fidelity Bancorp.
. Lawrence A. Del Santo, 63, retired chairman and chief executive officer of
The Vons Companies, Inc.
. Robert T. Gelber, 61, retired partner of the law firm Gibson, Dunn & Crutcher
LLP.
30
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WHY SUPPORT THESE DIRECTORS
. Not committed to any specific merger proposal
. Committed to equal treatment for any company that has made a bona fide
proposal to Great Western
. Committed to the best value for Great Western stockholders
These individuals, none of whom is a director, officer or employee of Ahmanson,
have committed that they will act on behalf of all of the Great Western
stockholders and not at the direction of Ahmanson.
31
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NEXT STEPS
VOTE THE WHITE PROXY CARD
-----
WHY
The incumbent Great Western directors have publicly stated that they are
committed to the WAMU merger and their actions demonstrate a disregard for
maximization of shareholder value.
1. Discussions and negotiations with WAMU, but not Ahmanson
2. Material information provided to WAMU, but not to Ahmanson
3. Lock-ups
4. Extraordinary efforts to force Ahmanson to drop its bid
5. Attempt to stifle stockholders' expression of their views
32
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NEXT STEPS
STEP 2: REJECT THE WAMU OFFER
33
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NEXT STEPS
WHY REJECT THE WAMU OFFER?
34
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHMANSON'S MERGER BENEFITS
ASSUMPTIONS CONSERVATIVE
- -- PLUS AHM HAS THE IN-MARKET ADVANTAGE
[GRAPH APPEARS HERE]
(in millions)
Revenue Total Merger
Cost Savings Enhancements Benefits
------------ ------------ ------------
AHM: $454 $ 50 $504
WAMU: $340 $334 $674
35
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM+GWF COMBINATION PROVIDES
SUPERIOR CA MARKET SHARE
[GRAPH APPEARS HERE]
TOTAL DEPOSITS
--------------
(in billions)
--45% larger base
AHM + GWF $50.2
WAMU + GWF $34.6
CA MARKET SHARE
---------------
--WAMU/GWF inferior #3 player
B OF A 21%
WELLS FARGO 15%
AHM + GWF 13%
WAMU + GWF 9%
36
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM+GWF COMBINATION CREATES
LARGER AND MORE EFFICIENT CA
FRANCHISE
[GRAPH APPEARS HERE]
NUMBER OF BRANCHES
------------------
--18% larger franchise
AHM + GWF 417
WAMU + GWF 354
DEPOSITS/BRANCH/(a)/
--------------------
(in millions)
--23% more efficient
AHM + GWF $120.4
WAMU + GWF $ 97.7
(a) After branch consolidations: AHM (180), WAMU (100)
37
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHMANSON'S REVENUE
ENHANCEMENTS PRUDENT
WAMU'S ARE SUBSTANTIALLY
OVERSTATED
Assumed Incremental Revenue Enhancements
as a % of GWF Revenue Base/(a)/
[GRAPH APPEARS HERE]
% Revenue Enhancements
--- --------------------
AHM: 3% $ 50
WAMU: 19% $334
(a) Great Western Financial 1Q 1997 Total Revenues annualized
38
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WAMU EXECUTION RISK
"PICK YOUR POISON"
. COST SAVES OVERSTATED
- ABILITY TO ACHIEVE $340MM IN EXPENSE REDUCTIONS
. REVENUE ENHANCEMENTS UNACHIEVABLE
- ABILITY TO ACHIEVE $334MM IN INCREMENTAL REVENUE
- CURRENT LENDING PROGRAMS BY WAMU INCONSISTENT WITH SPREAD CLAIMS
- COMBINATION OF AGGRESSIVE COST SAVES AND REVENUE ENHANCEMENTS IS
UNPRECEDENTED
. INTEREST RATE RISK EXPOSURE HIGH
- FIXED RATE LOANS
- WHOLESALE FUNDING
. QUADRUPLE SIZE OF COMPANY IN 1 YEAR
. LACK OF RELEVANT MANAGEMENT EXPERIENCE
. WAMU TRANSACTION STRUCTURE IS INFLEXIBLE - NO BUYBACK
39
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
INTEREST RATE RISK/(1)/
[GRAPH APPEARS HERE]
--AHM holds less fixed rate assets in portfolio
FIXED RATE/TOTAL LOANS
----------------------
AHM: 5%
WAMU: 24%
--AHM less reliant on wholesale funding
WHOLESALE FUNDING/INTEREST BEARING LIABILITIES
----------------------------------------------
AHM: 24%
WAMU: 43%
(1) As of 3/31/97
40
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
RELEVANT MANAGEMENT EXPERTISE
WAMU AHM
------- -----
California market experience Limited Yes
Florida market experience No Yes
California credit cycle knowledge Limited Yes
Consumer finance expertise No Yes
Relevant asset / liability experience No Yes
Local executive management No Yes
41
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM/HOME SAVINGS SENIOR MANAGERS
Years at
Name Position AHM/HSA Prior Bank and Non-Bank Experience
---- --------------------------------------- -------- ----------------------------------
Charles Rinehart Chairman & CEO 7 7 years at a major consumer finance company
including 5 years as president; 14 years in
various positions at a major insurance
company
Bruce Willison President & COO 1 23 years at a major commercial bank,
including 10 years as a commercial bank CEO
Kevin Twomey Sr. Exec.Vice President & CFO 4 4 years as CFO of a large thrift; 9 years in
various financial positions at large regional
commercial banks
Madeleine Kleiner Sr. Exec. Vice President, General 2 18 years at a large L.A. law firm working in
Counsel & Secretary and Chief the financial institutions practice, partner
Administrative Officer for 12 years
Anne-Drue Anderson EVP, Treasurer & Director of Marketing 4 4 years of commercial banking, 4 years at a
large thrift
Carl Forsythe EVP, Personal Financial Services 1.5 9 years at large regional and major
commercial banks, 4 years thrift experience
and 3 years at a Big Three automotive company
in finance positions
Nancy Markle EVP, CIO 3 4 years bank and GSE experience, 23 years of
additional information technology experience
in various industries
Jan Cloyde EVP, Director of Banking Services 1 22 years of commercial banking
Will Barrett EVP, Director of Consumer Lending 6 24 years of consumer lending
Bob McAuslan Chief Credit Officer .5 23 years of commercial banking
42
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
INTEGRATION RISK
HOW FAR IS TOO FAR?
---
IRWINDALE TO CHATSWORTH = 48 MILES
SEATTLE TO CHATSWORTH = 1,124 MILES
[GRAPH APPEARS HERE]
[MAP OF UNITED STATES SHOWING DISTANCE OF SEATTLE
TO CHATSWORTH AND IRWINDALE TO CHATSWORTH ALSO
MINNEAPOLIS TO NEW YORK 1,233 MILES
LITTLE ROCK TO NEW YORK 1,219 MILES
ATLANTA TO NEW YORK 870 MILES]
43
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
WAMU'S TRANSACTION
STRUCTURE IS HIGHLY INFLEXIBLE
WAMU'S TRANSACTION LEAVES NO MARGIN FOR ERROR:
. INABILITY TO PROFITABLY REDIRECT CAPITAL IN THE EVENT THAT LOAN GROWTH
PROJECTIONS ARE EVEN LESS ACHIEVABLE IN A RISING RATE ENVIRONMENT
. INABILITY TO OPTIMIZE THE EFFICIENCY OF THEIR CAPITAL STRUCTURE WITH
PREFERRED IN PLACE OF COMMON
. WILL BE RESTRICTED FROM DIVESTING MATERIAL ASSETS FOR 2 YEARS
- ARISTAR
- FLORIDA
44
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
NEXT STEPS
STEP 3: ACCEPT THE AHMANSON EXCHANGE OFFER
45
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHMANSON EXCHANGE OFFER
TERMS
. FORMULA UNCHANGED - FLOATING EXCHANGE RATIO
AHM Stock Price Exchange Ratio
Below $41.67 1.20x
Betweeen $41.67 and Floats to provide $50.00
$45.45 to GWF stockholders
Over $45.45 1.10x
. OFFER TO COMMENCE AFTER SEC CLEARANCE
(ORIGINAL TIMETABLE SHOULD NOT BE AFFECTED)
. SUCCESSFUL EXCHANGE OFFER WOULD BE FOLLOWED
PROMPTLY BY A MERGER WITH GWF
46
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
AHM OFFER LOW RISK
AHM OFFER REMAINS PREDICATED ON A SIMPLE, PROVEN FORMULA:
Significant Cost Savings
Enhanced Shareholder Value:
plus equals 1. Significant accretion
2. Accelerated EPS growth
Accelerated Stock Repurchase
47
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
THE AHMANSON MERGER OFFER
PROVIDES SUPERIOR RESULTS
THE FACTS ARE ON AHMANSON'S SIDE
- --------------------------------
. PROVIDES GWF STOCKHOLDERS WITH HIGHER CURRENT MARKET VALUE
. AHMANSON'S CURRENCY MORE ATTRACTIVE THAN WAMU'S OVER THE LONGER TERM:
- LOWER RISK STRATEGY
- LESS INTEREST RATE RISK
- MORE ATTRACTIVELY PRICED WITH GREAT "UPSIDE" POTENTIAL
- MORE CREDIBLE PROJECTIONS
. TRANSACTION PREDICATED UPON SIMPLE AND IRREFUTABLE STRATEGIES:
- IN-MARKET DRIVEN COST SAVINGS
- SHARE REPURCHASES
. CREATES A CLEARLY SUPERIOR CALIFORNIA AND FLORIDA FRANCHISE
48
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
IMPACT ON ACCRETION / (DILUTION)
% Accretion (Dilution)
----------------------
Exchange
Ratio 1998 1999
-------- ------ ------
Reported EPS
AHM = $40.00 1.20x (12)% 1%
AHM = $43.50 1.15 (11) 3
AHM = $45.50 1.10 (8) 5
Cash EPS
AHM = $40.00 1.20x 8% 20%
AHM = $43.50 1.15 11 23
AHM = $45.50 1.10 14 27
49
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
ENHANCED OPERATING PERFORMANCE
EFFICIENCY RATIO
----------------
1997E 1998E 1999E
----- ----- -----
45% 39% 36%
CASH ROE
--------
1997E 1998E 1999E
----- ----- -----
19% 28% 32%
50
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
A COMPELLING INVESTMENT
. Clear low risk path to fundamental operating improvement exists
. AHM attractively priced, with or without GWF
. Marketplace does not appear to fully reflect:
- Reduction in credit costs
- Share repurchases
- Growing power of new capabilities on operating earnings
. Goodwill lawsuit
. Federal tax benefit
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[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
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.
52
[LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA]
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.
53