EXHIBIT 99.2
LETTER OF TRANSMITTAL
H. F. AHMANSON & COMPANY
Charles R. Rinehart
Chairman of the Board
and Chief Executive Officer
Dear Great Western Shareholder:
This Letter of Transmittal enables you to exchange each of your shares of
Common Stock of Great Western Financial Corporation for [ ] shares of Common
Stock of H. F. Ahmanson & Company.* Please follow the instructions in this
letter in order to exchange your shares and receive the benefits of our Offer.
Simply complete and sign pages 2 and 3 and return your certificate(s) in the
enclosed envelope.
Our Offer will expire at [ ], Eastern Daylight Time, on [ ], 1997
(the "Expiration Date") unless extended. Shares which are tendered may be
withdrawn at any time prior to the Expiration Date.
For further information or assistance regarding our Offer please call our
representatives listed on the back.
Thank you for your time and support.
Sincerely,
[ ]
- --------
* Assumes that Ahmanson's average share price is between [ ] and [ ] at the
time of closing.
LETTER OF TRANSMITTAL
TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
GREAT WESTERN FINANCIAL CORPORATION
FOR
A NUMBER OF SHARES OF COMMON STOCK
OF
H. F. AHMANSON & COMPANY
EQUAL TO THE EXCHANGE RATIO STATED HEREIN
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON [DAY] , 1997, UNLESS THE OFFER IS EXTENDED. SHARES WHICH
ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION OF THE OFFER.
The Exchange Agent for the Offer is:
[ ]
By Mail: By Facsimile Transmission: By Hand or Overnight Deliv-
ery:
(for Eligible Institutions only)
Fax: [ ]
Confirm by telephone:
[ ]
----------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders if
certificates for Shares (as defined below) are to be forwarded herewith or,
unless an Agent's Message (as defined in the Prospectus) is utilized, if
delivery of Shares are to be made by book-entry transfer to the account
maintained by the Exchange Agent at [ ], (collectively, the "Book-
Entry Transfer Facilities"), pursuant to the procedures set forth under "The
Offer--Procedure for Tendering" in the Prospectus. Stockholders who tender
Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders" and other stockholders are referred to herein as "Certificate
Stockholders." Stockholders whose certificates are not immediately available
or who cannot deliver their certificates and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date (as defined in
the Prospectus), or who cannot comply with the book-entry transfer procedures
on a timely basis, may nevertheless tender their Shares according to the
guaranteed delivery procedure set forth under "The Offer--Procedure for
Tendering" in the Prospectus. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT FOR THIS OFFER (AS DEFINED HEREIN).
[_]
CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Check Box of Applicable Book-Entry Transfer Facility
[_] [ ]
[_] [ ] (check one)
Account Number _________________________________________________________________
Transaction Code Number _______________________________________________________
[_]
CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name Institution which Guaranteed Delivery _________________________________
If Delivered by Book-Entry Transfer, Check Box of Applicable Book-Entry
Transfer Facility:
[_] [ ]
[_] [ ] (check one)
Account Number _________________________________________________________________
Transaction Code Number ________________________________________________________
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
NAME(S) AND
ADDRESS(ES) OF
REGISTERED
HOLDER(S)
(PLEASE FILL IN
BLANK EXACTLY
AS NAME(S)
APPEAR(S) ON
THE SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- -------------------------------------------------------------------
TOTAL NUMBER OF NUMBER
CERTIFICATE SHARES EVIDENCED OF SHARES
NUMBER(S)* BY CERTIFICATE(S)* TENDERED**
---------------------------
---------------------------
---------------------------
---------------------------
---------------------------
---------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------
* Need not be completed by stockholders delivering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by any certificate(s) delivered to the Exchange Agent are being
tendered. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby delivers to H. F. Ahmanson & Company, a Delaware
corporation ("Ahmanson"), the above-described shares of Common Stock, par
value $1.00 per share (the "Shares"), of Great Western Financial Corporation,
a Delaware corporation ("Great Western"), pursuant to Ahmanson's offer to
exchange shares of Common Stock, par value $0.01 per share (the "Ahmanson
Common Stock"), of Ahmanson for Shares, upon the terms and subject to the
conditions set forth in the Prospectus dated [ ] , 1997 (the "Prospectus"),
receipt of which is hereby acknowledged, as amended or supplemented from time
to time, and in this Letter of Transmittal (which together with the
Prospectus, as amended or supplemented from time to time, constitute the
"Offer").
Unless otherwise indicated herein under "Special Issuance Instructions,"
please issue the shares of Ahmanson Common Stock and/or return any
certificates for Shares not tendered or not accepted for exchange in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the Ahmanson Common Stock and cash in lieu of
fractional shares of Ahmanson Common Stock and/or return any certificates for
Shares not tendered or not accepted for exchange (and accompanying documents,
as appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the Special Delivery
Instructions and the Special Issuance Instructions are completed, please issue
the Ahmanson Common Stock and/or issue any certificates for Shares not so
tendered or accepted in the name of, and deliver said certificates and/or
return such certificates to, the person or persons so indicated. The
undersigned recognizes that Ahmanson has no obligation, pursuant to the
Special Payment Instructions, to transfer any Shares from the name of the
registered holder thereof if Ahmanson does not accept any of the Shares so
tendered.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 6 AND 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cate(s) for Shares not tendered cate(s) for Shares not tendered
or not accepted and/or the or not accepted and/or the
Ahmanson Common Stock are to be Ahmanson Common Stock are to be
issued in the name of someone sent to someone other than the
other than the undersigned. undersigned, or to the under-
signed at an address other than
that shown above.
Issue Ahmanson Common Stock
and/or certificate(s) to:
Mail Ahmanson Common Stock and/or
certificate(s) to:
Name _____________________________
(PLEASE TYPE OR PRINT) Name _____________________________
Address __________________________ (PLEASE TYPE OR PRINT)
__________________________________ Address __________________________
(INCLUDE ZIP CODE) __________________________________
__________________________________ (INCLUDE ZIP CODE)
(TAX IDENTIFICATION OR SOCIAL __________________________________
SECURITY NO.) (TAX IDENTIFICATION OR SOCIAL
(SEE SUBSTITUTE FORM W-9 ON SECURITY NO.)
REVERSE SIDE)
[_] Credit Shares delivered by (SEE SUBSTITUTE FORM W-9 ON
book-entry transfer that are REVERSE SIDE)
not accepted to the Book-Entry
Transfer Facility account set
forth below.
Check appropriate box:
[_] [ ]
[_] [ ]
__________________________________
(ACCOUNT NUMBER)
Upon the terms and subject to the conditions of the Offer, subject to, and
effective upon, acceptance of the Shares tendered herewith in accordance with
the terms of the Offer, the undersigned hereby sells, assigns and transfers
to, or upon the order of, Ahmanson, all right, title and interest in and to
all of the Shares that are being tendered hereby and any and all Shares and
other securities issued or issuable in respect thereof on or after March 7,
1997 (collectively, "Distributions"), and appoints the Exchange Agent the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and any Distributions), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver such Share certificates (as defined herein) (and any
Distributions) or transfer ownership of such Shares (and any Distributions) to
the account books maintained by a Book-Entry Transfer Facility, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of Ahmanson (b) present such Shares (and any
Distributions) for transfer on the books of Great Western and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any Distributions), all in accordance with the terms and the
conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of Ahmanson, and
each of them, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to vote in such manner as each such attorney and
proxy or any substitute thereof shall deem proper in the sole discretion of
such attorney-in-fact and proxy or such substitute, and otherwise act
(including pursuant to written consent) with respect to all of the Shares
tendered hereby (and any Distributions) which have been accepted by Ahmanson
prior to the time of such vote or action, which the undersigned is entitled to
vote at any meeting of stockholders (whether annual or special and whether or
not an adjourned meeting), of Great Western or otherwise. This proxy and power
of attorney is coupled with an interest in the Shares and is irrevocable and
is granted in consideration of, and is effective upon, the acceptance of such
Shares (and any Distributions) by Ahmanson in accordance with the terms of the
Offer. Such acceptance for exchange shall revoke any other proxy granted by
the undersigned at any time with respect to such Shares (and any
Distributions) and no subsequent proxies will be given (or, if given, will not
be deemed effective) with respect thereto by the undersigned. The undersigned
understands that in order for Shares to be deemed validly tendered,
immediately upon Ahmanson's acceptance of such Shares (and any Distributions)
for exchange Ahmanson or its designee must be able to exercise full voting
rights with respect to such Shares (and any Distributions).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares (and any
Distributions) tendered hereby and that when the same are accepted for
exchange by Ahmanson, Ahmanson will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or Ahmanson to be necessary or desirable to
complete the sale, assignment, and transfer of the Shares (and any
Distributions) tendered hereby. In addition, the undersigned shall promptly
remit and transfer to the Exchange Agent for the account of Ahmanson any and
all Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Subject
to the withdrawal rights set forth under "The Offer--Withdrawal Rights" in the
Prospectus, the tender of Shares hereby made is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under "The Offer--Procedure for Tendering"in the
Prospectus and in the instructions hereto and acceptance of such Shares will
constitute a binding agreement between the undersigned and Ahmanson upon the
terms and subject to the conditions set forth in the Offer.
IMPORTANT
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
...............................................................
...............................................................
SIGNATURE(S) OF STOCKHOLDER(S)
Dated: .................................................., 1997
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or on a security position
listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 5.)
Name(s)........................................................
.......................................................
(PLEASE PRINT)
Capacity (Full Title)..........................................
Address........................................................
.......................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number.................................
Tax Identification or Social Security No. .....................
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature...........................................
Name...........................................................
(PLEASE TYPE OR PRINT)
Address........................................................
.......................................................
(INCLUDE ZIP CODE)
Name of Firm...................................................
Dated: .................................................., 1997
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal
is signed by the registered holder(s) of the Shares (which term, for purposes
of this document, shall include any participant in one of the Book-Entry
Transfer Facilities whose name appears on a security position listing as the
owner of Shares) tendered herewith and such holder(s) have not completed the
instruction entitled "Special Issuance Instructions" on this Letter of
Transmittal or (b) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in "The Offer--Procedure for Tendering" in the Prospectus.
Certificates for all physically tendered Shares ("Share Certificates"), or
confirmation of any book-entry transfer into the Exchange Agent's account at
one of the Book-Entry Transfer Facilities of Shares tendered by book-entry
transfer, as well as this Letter of Transmittal or facsimile thereof, properly
completed and duly executed with any required signature guarantees, and any
other documents required by this Letter of Transmittal, must be received by
the Exchange Agent at one of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus).
Stockholders whose certificates are not immediately available or who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis may nevertheless tender their Shares
by properly completing and duly executing a Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth under "The Offer--
Procedure for Tendering" in the Prospectus Pursuant to such procedure (i) such
tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form made available by Ahmanson must be received by the Exchange Agent on or
prior to the Expiration Date; and (iii) the Share Certificates for all
tendered Shares (or a confirmation of a book-entry transfer of such securities
into the Exchange Agent's account at a Book-Entry Transfer Facility of Shares
tendered by book-entry transfer), in proper form for transfer, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of a book-
entry delivery, an Agent's Message) and all other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within three New
York Stock Exchange, Inc. trading days after the date of execution of such
Notice of Guaranteed Delivery.
IF SHARE CERTIFICATES ARE FORWARDED SEPARATELY TO THE EXCHANGE AGENT, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL MUST ACCOMPANY EACH
SUCH DELIVERY.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WILL RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be accepted. All tendering stockholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (Not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in
the box entitled "Number of Shares Tendered." In such cases, new
certificate(s) for the remainder of the Shares that were evidenced by your old
certificate(s) will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after
the Expiration Date. All Shares represented by certificates delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
Ahmanson of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless Ahmanson Common Stock or
certificates for Shares not tendered or accepted are to be issued in the name
of a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holder or holders appear on the
certificates(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Ahmanson will pay or cause to be paid any such
stock transfer taxes with respect to the transfer and sale of Shares to it or
its order pursuant to the Offer. If, however, delivery of the consideration in
respect of the Offer is to be made to, or (in the circumstances permitted
hereby) if certificates for Shares not tendered or accepted are to be
registered in the name of, any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the tendering holder must
provide satisfactory evidence of the payment of any applicable transfer taxes
(whether imposed on the registered holder or such person) payable on account
of the transfer to such person prior to the delivery of the consideration
pursuant to the Offer.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Special Issuance and Delivery Instructions. If certificates for Ahmanson
Common Stock and/or certificates for Shares not tendered or not accepted for
exchange are to be issued in the name of a person other than the signer of
this Letter of Transmittal or if certificates for Ahmanson Common Stock and
cash in lieu of fractional shares of Ahmanson Common Stock and/or certificates
for Shares not tendered or not accepted for exchange are to be mailed to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Stockholders tendering Shares by book-entry
transfer may request that Shares not accepted pursuant to the Offer be
credited to such account maintained at a Book-Entry Transfer Facility as such
stockholder may designate hereon. If no such instructions are given, such
Shares not accepted will be returned by crediting the account at the Book-
Entry Transfer Facility designated herein.
8. Requests for assistance or Additional Copies. Questions or requests for
assistance may be directed to, or additional copies of the Prospectus, this
Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent or the Dealer
Managers at their respective addresses set forth below or form your broker,
dealer, commercial bank or trust company.
9. Substitute Form W-9. Each tendering stockholder is required to provide
the Exchange Agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on Substitute Form W-9 below. If a stockholder fails to provide a TIN
to the Exchange Agent, such stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments of cash in lieu
of fractional shares of Ahmanson Common Stock that are made to such
stockholder with respect to Shares accepted pursuant to the Offer may be
subject to backup withholding of 31%. The box in Part 3 of the form may be
checked if the tendering stockholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box
in Part 3 is checked and the Exchange Agent is not provided with a TIN within
60 days, the Exchange Agent will withhold 31% of all payments of cash
thereafter until a TIN is provided to the Exchange Agent. The stockholder is
required to give the Exchange Agent the social security number or employer
identification number of the record owner of the Shares or of the last
transferee appearing on the stock powers attached to, or endorsed on, the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY HEREOF (TOGETHER
WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that stockholder must
submit a Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
THIS PAGE MUST BE COMPLETED BY ALL TENDERING SHAREHOLDERS.
PLEASE FILL IN YOUR SOCIAL SECURITY NUMBER AND SIGN BELOW.
PLEASE SEE INSTRUCTION 9 FOR ADDITIONAL INFORMATION.
PAYER'S NAME: [ ]
PART I--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
SUBSTITUTE
FORM W-9
DEPARTMENT OF
THE TREASURY ----------------------
INTERNAL Employer Identification
REVENUE Number
SERVICE PART II--CERTIFICATES--Under penalties of perjury, I
certify that:
--------------------------------------------------------
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me); and
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
(2) I am not subject to backup withholding because
(i) I am exempt from backup withholding, (ii) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (iii) the IRS has
notified me that I am no longer subject to backup
withholding.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must PART III--
cross out item (2) in Part 2 above if Awaiting
you have been notified by the IRS that TIN [_]
you are subject to backup withholding
because of under-reporting interest or
dividends on your tax return. However,
if after being notified by the IRS
that you were subject to backup
withholding you received another
notification from the IRS stating that
you are no longer subject to backup
withholding, do not cross out item
(2).
--------------------------------------------------------
SIGNATURE X_______________________ DATE __________
NAME (Please Print) __________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
COMPLETE THE FOLLOWING CERTIFICATION ONLY IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification
Number has not been issued to me, and either (i) I have mailed or delivered
an application to receive a Taxpayer Identification Number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (ii) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a Taxpayer
Identification Number within 60 days, 31% of all reportable payments made
to me thereafter will be withheld until I provide a number.
------------------------------------ ------------------------------------
SIGNATURE DATE
------------------------------------
NAME (PLEASE PRINT)
IMPORTANT TAX INFORMATION
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that shareholder must
submit a Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
OPTIONAL
If you would like shares of H. F. Ahmanson & Company Common Stock to be
delivered to a different address, complete the top box below.
If you would like shares of H. F. Ahmanson & Company Common Stock to be
issued in a different name, complete the bottom box below. You must include a
signature guarantee if you complete the box at the bottom of the page. The
signature guarantee process is more fully described in Instructions 1 and 5.
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 7)
To be completed ONLY if certificate(s) for the H. F. Ahmanson & Company
Common Stock and/or any check to be issued for cash in lieu of fractional
shares of H. F. Ahmanson & Company Common Stock are to be sent to someone
other than the undersigned, or to the undersigned at an address other than
that shown on the address label.
Mail H. F. Ahmanson & Company Common Stock and/or check to be issued for
cash in lieu of fractional shares of H. F. Ahmanson & Company Common Stock
to:
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
City/State/Zip Code ________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for the H. F. Ahmanson & Company
Common Stock and/or any check to be issued for cash in lieu of fractional
shares of H. F. Ahmanson & Company Common Stock are to be issued in the
name of someone other than those shown on your certificate(s).
Issue H. F. Ahmanson & Company Common Stock and/or check to be issued for
cash in lieu of fractional shares of H. F. Ahmanson & Company Common Stock
to:
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
City/State/Zip Code ________________________________________________________
____________________________________________________________________________
(SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER)
GUARANTEE OF SIGNATURE(S)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
City/State/Zip Code ________________________________________________________
Name of Firm ____________________________ Dated: ________________ , 1996
OPTIONAL
You may identify in the box below the Soliciting Dealer, if any, who
solicited your tender of Shares. By doing so you may entitle that Soliciting
Dealer to receive from H. F. Ahmanson & Company the fee described in
Instruction 10.
In order to be paid the solicitation fee for Shares held in nominee name
tendered by a Soliciting Dealer on behalf of a customer who is the beneficial
owner of such Shares, the Soliciting Dealer must list each customer's name or
account number and the number of Shares tendered for such customer on the line
entitled "Name or Account Number of Beneficial Owner" and "Number of Shares
Tendered", respectively, provided for such purpose in the box below.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained the tender evidenced by this Letter of Transmittal is:
Name of Firm _______________________________________________________________
(PLEASE PRINT)
Name of Individual Broker __________________________________________________
Address ____________________________________________________________________
City/State/Zip Code ________________________________________________________
The following to be completed ONLY if a customer's Shares held in nominee
name are tendered by a Soliciting Dealer.
Name or Account Number Number of Shares Tendered
of Beneficial Owner
(ATTACH ADDITIONAL LIST IF NECESSARY)
__________________________________ __________________________________
__________________________________ __________________________________
__________________________________ __________________________________
IN ORDER TO TENDER YOUR SHARES, SIMPLY:
1. SIGN BY THE "X" IN THE BOX BELOW
2. COMPLETE THE SUBSTITUTE FORM W-9 ON PAGE 10.
PLEASE SIGN HERE.
Signature(s) of Shareholder(s) X___________________________________________
____________________________________________________
Dated: , 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.)
I CERTIFY THAT I HAVE READ THE INSTRUCTIONS ENCLOSED WITH AND
CONSTITUTING A PART OF THIS LETTER OF TRANSMITTAL AND THAT I
COMPLY WITH THE SHAREHOLDER REPRESENTATION INCLUDED
WITH SUCH INSTRUCTIONS.
Name(s) ___________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title) _____________________________________________________
City/State/Zip Code _______________________________________________________
_________________________________
(AREA CODE AND TELEPHONE NUMBER)
COMPLETE THE BOX BELOW ONLY IF YOU WISH TO TENDER LESS THAN
ALL THE SHARES EVIDENCED BY YOUR CERTIFICATE(S)
CERTIFICATES AND SHARES TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------
CERTIFICATE TOTAL NUMBER OF SHARES NUMBER OF
NUMBER(S)* EVIDENCED BY CERTIFICATE(S)* SHARES TENDERED**
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
TOTAL
SHARES
- -------------------------------------------------------------------
* Do not complete if delivering shares by book-entry transfer.
** You must indicate if you are tendering less than all Shares evidenced
by any certificate(s) delivered to the Exchange Agent. See Instruction
4.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
[Address]
[Phone Number]
The Exchange Agent for the Offer is:
[ ]
By Overnight Courier:
[Address]
By Mail: By Facsimile Transmission: By Hand:
(for Eligible Institutions
only)
[Address] [Address]
Fax: [fax number]
Confirm by telephone:
[Phone Number]
The Dealer Managers for the Offer are:
CREDIT SUISSE FIRST BOSTON CORPORATION_______________MONTGOMERY SECURITIES