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EXHIBIT 8
Goldman, Sachs & Co. / 85 Broad Street / New York, New York 10004
Tel: 212-902-1000 / Fax: 212-357-4449
[GOLDMAN SACHS LOGO]
PERSONAL AND CONFIDENTIAL
March 25, 1997
Board of Directors
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
Gentlemen and Madame
You have requested our opinion as to the fairness to the holders of the
outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of
Great Western Financial Corporation (the "Company") of the exchange ratio of 0.9
shares of Common Stock, no par value, of Washington Mutual, Inc. ("Washington
Mutual") to be received for each Share (the "Exchange Ratio") pursuant to the
merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as
of March 5, 1997 by and among Washington Mutual, New American Capital, Inc. and
the Company (the "Agreement").
Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. We are
familiar with the Company having provided certain investment banking services to
the Company from time to time, including having acted as managing underwriter of
its $300 million issue of Capital Securities in January 1997, and having acted
as its financial advisor in connection with, and participated in certain of the
negotiations leading to, the Agreement. We also have provided certain investment
banking services to Washington Mutual from time to time and may provide
investment banking services to Washington Mutual in the future. In addition,
Goldman, Sachs & Co. is a full service securities firm and in the course of its
trading activities it may from time to time effect transactions, for its own
account or the account of customers, and hold positions in securities or options
on securities of the Company and Washington Mutual.
In connection with this opinion, we have reviewed, among other things, the
Agreement; the Registration Statement on Form S-4 of Washington Mutual dated
March 13, 1997, including the Joint Proxy Statement/ Prospectus of Washington
Mutual and the Company; Annual Reports to Stockholders and Annual Reports on
Form 10-K of the Company for the five years ended December 31, 1996; Annual
Reports to Stockholders and Annual Reports on Form 10-K of Washington Mutual for
the three years ended December 31, 1996; Annual Reports to Stockholders and
Annual Reports to the FDIC on Form F-2 of Washington Mutual Savings Bank,
predecessor to Washington Mutual, for the two years ended December 31, 1993;
certain interim reports to stockholders and Quarterly Reports on Form 10-Q of
the Company and Washington Mutual; certain other communications from the Company
and Washington Mutual to their respective stockholders; certain internal
financial analyses and forecasts for the Company and Washington Mutual prepared
by their respective managements, including analyses and forecasts of certain
cost savings, operating efficiencies, revenue effects and financial synergies
(collectively, the "Synergies"); the S-4 Registration Statement dated February
18, 1997 as amended March 18, 1997 of H.F. Ahmanson & Company ("Ahmanson"); and
certain press releases and filings with the Securities and Exchange Commission
by the Company, Washington Mutual and Ahmanson in connection with the Merger,
the Ahmanson proposal and related matters. We also have held discussions with
members of the senior managements of the Company and Washington Mutual regarding
the past and current business operations, financial condition and future
prospects of their respective companies and each senior management's assessment
of the future prospects of the combined company. In addition, we
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have reviewed the reported price and trading activity for the Shares and
Washington Mutual Common Stock, compared certain financial and stock market
information for the Company and Washington Mutual with similar information for
certain other companies the securities of which are publicly traded, reviewed
the financial terms of certain recent business combinations in the savings and
loan industry specifically and in other industries generally and performed such
other studies and analyses as we considered appropriate.
We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion. In that regard, we have assumed, with your consent,
that the financial forecasts, including, without limitation, the Synergies and
projections regarding under performing and non performing assets and net
charge-offs have been reasonably prepared on a basis reflecting the best
currently available judgments and estimates of the Company and Washington Mutual
and that such forecasts will be realized in the amounts and at the times
contemplated thereby. We are not experts in the evaluation of loan and lease
portfolios for purposes of assessing the adequacy of the allowances for losses
with respect thereto and have assumed, with your consent, that such allowances
for each of the Company and Washington Mutual are in the aggregate adequate to
cover all such losses. In addition, we have not reviewed individual credit files
nor have we made an independent evaluation or appraisal of the assets and
liabilities of the Company or Washington Mutual or any of their subsidiaries and
we have not been furnished with any such evaluation or appraisal. We also have
assumed, with your consent, that the Merger will be accounted for as a pooling
of interests under generally accepted accounting principles. Our advisory
services and the opinion expressed herein are provided for the information and
assistance of the Board of Directors of the Company in connection with its
consideration of the transaction contemplated by the Agreement and does not
constitute a recommendation to any stockholder of the Company as to how such
stockholder should vote at the stockholders' meeting to be held in connection
with the Merger.
Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion that as of the date hereof the
Exchange Ratio pursuant to the Agreement is fair to the holders of Shares.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
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GOLDMAN, SACHS & CO.
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