UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant|_|
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 ss.240.14a-12
GOLDEN WEST FINANCIAL CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(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
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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.
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The following material was used by company employees and other advisors
following the public announcement of the entry into a merger agreement by Golden
West Financial Corporation and Wachovia Corporation:
TO: All Employees DATE: May 8, 2006
FROM: Office of the Chairman, Herbert Sandler, Marion O. Sandler, James T.
Judd and Russell W. Kettell
SUBJECT: IMPORTANT ANNOUNCEMENT: ASSURING THE FUTURE FOR WORLD SAVINGS
Golden West Financial Corporation, parent of World Savings Bank, today announced
that the company will merge with Wachovia Corporation, the nation's fourth
largest financial institution.
It is important for you to know that by entering into this transaction we have
taken steps to assure the strength, security and future growth of World Savings.
This partnership represents a major leap forward for World Savings. It will
immediately add to our substantial strength, enabling the company to accelerate
our geographical expansion and broaden opportunities for both employees and
customers.
World chose Wachovia because of a near perfect cultural fit. The core values of
both companies are built on the realization that true success comes from an
outstanding employee base, superior customer service and high ethical standards.
Wachovia will benefit from partnering with one of the best managed, most admired
and financially successful companies in the country. World will enhance the
Wachovia operation in several important ways: our geography, our superb lending
operation and our stable and loyal customer base.
While Wachovia is strong in the East and Southeast, they are not represented in
some of the fastest growing and most desirable markets in the country. This
combination significantly strengthens Wachovia's presence in California, Florida
and Texas and expands their franchise to new markets such as Colorado, Nevada
and Arizona. Our legendary mortgage origination and portfolio capabilities would
have been very difficult for them to replicate without a major investment in
time and money.
We need to reassure our customers that they will experience very little change
in the near future. The same familiar service-oriented, caring employees will be
in the branches, headquarters, over the phone, etc., to take care of their
needs. As always, World management will actively participate in all major
decisions as well as the day-to-day operations of the company. You should also
mention that Wachovia, like World, has built its reputation on delivering
world-class service and soon customers will have even greater access to a
broader array of products and services with greater convenience through multiple
branch locations and ATMs.
What about the future?
We will continue to operate using the same business practices that have made us
successful. Be assured that we understand that close, regular, open
communications are extremely important. Expect to hear from us on a regular
basis.
We want to reassure you that in the opinion of your management this is an
important, strategic, logical, step forward for World Savings that will secure
the company's future along with your own.
In addition to the questions below, you may visit our intranet site for more
information on today's announcement and you should also visit www.wachovia.com
to learn more about Wachovia.
Employee Q&A
1. How will this transaction affect me personally?
There will be no changes to your management team in the near term. As always,
your World management will actively participate in all major decisions as well
as the day-to-day operations of the company. In terms of your benefits, not only
does Wachovia have a program that is very similar to ours, they also have some
enhanced benefits that we do not currently have.
2. Who is Wachovia?
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Assets $542 billion - fourth largest bank holding company based on
assets
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Ticker Symbol Traded on the New York Stock Exchange (NYSE) under the ticker
symbol "WB"
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Headquarters Charlotte, N.C.
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Market Approximately 3,100 financial centers and 5,100 ATMs in 15
Locations states - Connecticut, New York, New Jersey, Pennsylvania,
Delaware, Maryland, Virginia, North Carolina, South Carolina,
Georgia, Florida, Alabama, Tennessee, Mississippi and Texas plus
Washington, D.C.
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Customers 13 million households and businesses
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Products Complete banking services, retail brokerage services, plus asset
management, wealth management and innovative products for
individual customers. Financial expertise in treasury services,
corporate and investment banking, and international banking for
business customers. Also offer credit and debit card products,
trust services, mortgage banking and home equity lending.
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3. What does this mean for our customers?
They will experience very little change in the near term. The same familiar
service-oriented, caring employees will be in the branches, headquarters, over
the phone, etc., to take care of their needs. As always, Worlds management will
actively participate in all major decisions as well as the day-to-day operations
of the company. You should also mention that Wachovia, like World, has build its
reputation on delivering world-class service and soon customers will have even
greater access to a broader array of products and services with greater
convenience through multiple branch locations and ATMs.
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SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION:
This communication may contain, among other things, certain
forward-looking statements, with respect to each of Wachovia, Golden West and
the combined company following the Merger, as well as the goals, plans,
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of Wachovia or Golden West,
including, without limitation, (i) statements relating to the benefits of the
Merger, including future financial and operating results, cost savings, enhanced
revenues and the accretion/dilution to reported earnings that may be realized
from the Merger, (ii) statements regarding certain of Wachovia's and/or Golden
West's goals and expectations with respect to earnings, earnings per share,
revenue, expenses and the growth rate in such items, as well as other measures
of economic performance, including statements relating to estimates of credit
quality trends, and (iii) statements preceded by, followed by or that include
the words "may", "could", "should", "would", "believe", "anticipate",
"estimate", "expect", "intend", "plan", "projects", "outlook" or similar
expressions. These statements are based upon the current beliefs and
expectations of Wachovia's and/or Golden West's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. These forward-looking statements
involve certain risks and uncertainties that are subject to change based on
various factors (many of which are beyond Wachovia's and Golden West's control).
The following factors, among others, could cause Wachovia's or Golden
West's financial performance to differ materially from that expressed in such
forward-looking statements: (1) the risk that the businesses of Wachovia and/or
Golden West in connection with the Merger will not be integrated successfully or
such integration may be more difficult, time-consuming or costly than expected;
(2) expected revenue synergies and cost savings from the Merger may not be fully
realized or realized within the expected time frame; (3) revenues following the
Merger may be lower than expected; (4) deposit attrition, operating costs,
customer loss and business disruption following the Merger, including, without
limitation, difficulties in maintaining relationships with employees, may be
greater than expected; (5) the ability to obtain governmental approvals of the
Merger on the proposed terms or schedule; (6) the failure of Wachovia's or
Golden West's shareholders to approve the Merger; (7) the strength of the United
States economy in general and the strength of the local economies in which
Wachovia and/or Golden West conducts operations may be different than expected
resulting in, among other things, a deterioration in credit quality or a reduced
demand for credit, including the resultant effect on Wachovia's and/or Golden
West's loan portfolio and allowance for loan losses; (8) the effects of, and
changes in, trade, monetary and fiscal policies and laws, including interest
rate policies of the Board of Governors of the Federal Reserve System; (9)
inflation, interest rate, market and monetary fluctuations; (10) adverse
conditions in the stock market, the public debt market and other capital markets
(including changes in interest rate conditions); (11) the timely development of
competitive new products and services by Wachovia or Golden West and the
acceptance of these products and services by new and existing customers; (12)
the willingness of customers to accept third party products marketed by Wachovia
or Golden West; (13) the willingness of customers to substitute competitors'
products and services for Wachovia's or Golden West's products and services and
vice versa; (14) the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); (15) technological changes; (16) changes in consumer spending and
saving habits; (17) the effect of corporate restructurings, acquisitions and/or
dispositions, including, without limitation, the Merger (and any required
divestitures related thereto), and the actual restructuring and other expenses
related thereto, and the failure to achieve the expected revenue growth and/or
expense savings from such corporate restructurings, acquisitions and/or
dispositions; (18) unanticipated regulatory or judicial proceedings or rulings;
(19) the impact of changes in accounting principles; (20) adverse changes in
financial performance and/or condition of Wachovia's and/or Golden West's
borrowers which could impact repayment of such borrowers' outstanding loans;
(21) the impact on Wachovia's and/or Golden West's businesses, as well as on the
risks set forth above, of various domestic or international military or
terrorist activities or conflicts; and (22) Wachovia's and/or Golden West's
success at managing the risks involved in the foregoing.
Golden West cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
Golden West, Wachovia, the Merger or other matters and attributable to Golden
West or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above. Golden West does not undertake any
obligation to update any forward-looking statement, whether written or oral,
relating to the matters discussed in this communication.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
The proposed Merger will be submitted to Wachovia's and Golden West's
shareholders for their consideration. Wachovia will file a registration
statement, which will include a joint proxy statement/prospectus, and Golden
West will file the joint proxy statement, and each of Wachovia and Golden West
may file other relevant documents concerning the proposed Merger with the SEC.
Shareholders are urged to read the registration statement and the joint proxy
statement/prospectus regarding the proposed Merger when they become available
and any other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
Wachovia and Golden West, at the SEC's website (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, at Wachovia's website
(http://www.wachovia.com) under the tab "Inside Wachovia - Investor Relations"
and then under the heading "Financial Reports -- SEC Filings" at Golden West's
website (http://www.gdw.com) under the tab "Investor Information." Copies of the
joint proxy statement/prospectus and the SEC filings that will be incorporated
by reference in the joint proxy statement/prospectus can also be obtained, free
of charge, by directing a request to Wachovia Corporation, Investor Relations,
One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-
374-6782; or to Golden West, Investor Relations Department, 1901 Harrison
Street, Oakland, CA 94612, (510)- 446-3420.
Wachovia and Golden West and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Wachovia and/or Golden West in connection with the proposed
Merger. Information about the directors and executive officers of Wachovia is
set forth in the proxy statement for Wachovia's 2006 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006.
Information about the directors and executive officers of Golden West is set
forth in the proxy statement for Golden West's 2006 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006.
Additional information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be obtained by
reading the joint proxy statement/prospectus regarding the proposed Merger when
it becomes available. You may obtain free copies of these documents as described
in the preceding paragraph.