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EXHIBIT 19
May 22, 1997
[INSTITUTIONAL SHAREHOLDER SERVICES
TALKING POINTS OUTLINE]
GREAT WESTERN FINANCIAL CORPORATION
Summary of Issues Relating to Solicitation by
H.F. Ahmanson & Company For Three Seats on
Great Western's Board of Directors and in
Support of Five Separate By-law Amendments
1. Election of Directors
o Ahmanson repeatedly asserts that its three
nominees "are not committed to any particular
proposal" and "will in no way be controlled by
or acting at the direction of Ahmanson." This
is not credible. Despite the fact that, if
elected, Ahmanson's nominees will have fiducia-
ry duties to all Great Western shareholders,
they can be expected to serve Ahmanson's inter-
ests.
- On April 21, 1997, the press reported a statement by
Charles Rinehart that electing three directors to
Great Western's Board was key to Ahmanson's plan to
take over Great Western.
- In Ahmanson's lawsuit relating to the date
of the Annual Meeting, the Delaware Chanc-
ery Court, in a slip opinion, stated:
"Ahmanson was pressing the Court to ...
serve primarily Ahmanson's individual
strategic interests as a bidder, as dis-
tinguished from the interests of Great
Western shareholders generally."
o Throughout the past 3 months, the Great Western
Board has done exactly what a Board of Direc-
tors should do in responding to a bid for a
company. It has always acted in the best in-
terests of shareholders. There is no issue of
attempted entrenchment. The Washington Mutual
merger, based on comparative market prices of
Ahmanson and Washington Mutual on March 6 (the
day of announcement), delivered almost $700
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million of additional value to Great Western
stockholders.
- Without the Washington Mutual merger, Great Western
shareholders today would have an Ahmanson proposal
for 1.05 shares, which currently would be worth about
$830 million less than the Washington Mutual merger.
o Great Western's Board is overwhelmingly comprised of
independent directors. The Board has acted reasonably,
rationally, and in the best interests of its shareholders, in
determining that:
- Washington Mutual is the superior merger
partner, and
- The Washington Mutual merger will provide
superior value to shareholders
Even the current indicated values of the Ahmanson proposal and
the Washington Mutual merger are roughly equivalent.
o In order to induce Washington Mutual to enter
into the merger agreement, Great Western agreed
to a standard "no shop" clause. This enables
the Board to act in accordance with its fidu-
ciary duties, but does not permit Great Western
to enter into discussions with third parties,
including Ahmanson, except in accordance with
its fiduciary obligations. The Great Western
Board's decision not to enter into discussions
with Ahmanson is both reasonable and rational,
and consistent with Great Western's obligations
under the Washington Mutual merger agreement.
o In the event that Great Western shareholders do
not approve the Washington Mutual merger --
which the Board believes is unlikely -- the
Board will examine all available options. This
should be done by Great Western's independent
Board which will serve the interests of all
shareholders, without the three designees of a
potential acquiror (Ahmanson) seeking to influ-
ence the Board's decisions.
o There is no reason to question the motives or
decisions of Great Western's Board, nor is
there anything about Ahmanson's proposal that
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should cast any doubt on whether the Board has reasonably
acted in the shareholders' best interests.
2. Proposed By-law Amendments
o Ahmanson's five proposed By-law amendments are:
1. Calling of Special Meetings of Sharehold-
ers by the holders of 10% of Great
Western's stock.
2. Prohibiting persons previously defeated in
an election from being appointed to fill
vacancies on the Board.
3. Requiring an Ahmanson nominee, if elected,
to serve on any executive or comparable
committee of the Board.
4. Specifying that certain information be
included in notices of Board meetings.
5. Providing that only shareholders may amend
or repeal any By-laws adopted at the 1997
Annual Meeting.
o These proposed By-laws should be viewed in their totality as a
further effort by Ahmanson to restrict the Great Western
Board's ability and flexibility in responding to the Ahmanson
proposal and protecting the interests of shareholders.
o Ahmanson seeks to portray itself as an advocate of good
governance. This is empty rhetoric. These proposals are in
Ahmanson's interests; not the interests of Great Western's
shareholders. Not one of these proposed amendments is included
in Ahmanson's own By-laws.
- For example, Ahmanson already has proposed
ten separate By-law amendments or advisory
resolutions in the consent solicitation
and at the Annual Meeting. Ahmanson is
engaging in three separate contested so-
licitations (the consent solicitation; the
Annual Meeting; and the merger vote). The
proposed By-law relating to Special Meet-
ings of Shareholders could enable Ahmanson
to align itself with the holders of a
small minority of shares and repeatedly
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compel additional Special Meetings at which Ahmanson
could present additional resolutions and proposed
By-law amendments.
o If Great Western's shareholders approve the Washington Mutual
merger, these proposed By-law amendments will have no
relevance. If the merger is not approved, Ahmanson should not
be permitted to dictate or influence the Board's further
responses.
3. The "Tone" of the Contest
o Ahmanson is unfairly seeking to blame Great
Western for the "tone" of the contest. Great
Western is simply pursuing a strategic merger
its Board believes is in the best interests of
its shareholders. Ahmanson has attacked the
Washington Mutual merger on every front, and
has attacked Great Western, its directors, its
advisors and Washington Mutual.
o While the "tone" is irrelevant to the outcome and the
interests of Great Western's shareholders, a few points should
be made.
o Any confusion that may exist in connection with Ahmanson's
consent solicitation results from Ahmanson's own actions.
- Ahmanson, in fact, insisted at first that the 5.2
million double voted shares be counted twice. It was
only after Great Western brought a lawsuit that
Ahmanson changed its position.
- Ahmanson intentionally refused to cause a
record date to be set for two of its five
consent resolutions. It could easily have
done so.
o Ahmanson says Great Western did not want its
shareholders to vote. This is false. The
Annual Meeting was delayed until the situation
stabilized and shareholders could make informed
decisions. It is Ahmanson which is seeking to
delay the merger vote for several months (six
weeks after certification of the vote at the
Annual Meeting; the certification itself could
take approximately one month as was the case in
the consent solicitation). If Ahmanson were
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truly confident it had the superior proposal, it would welcome
a vote by our shareholders on the Washington Mutual merger.
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