SCHEDULE 14A INFORMATION
REVOCATION 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 (Revocation of Consent Statement)
{_} Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREAT WESTERN FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[Press Release]
[Great Western Logo]
NEWS
FOR IMMEDIATE RELEASE
April 24, 1997
Contact: Ian Campbell 818-775-3773
Charlie Coleman 818-775-3766
GREAT WESTERN UNCOVERS AHMANSON ATTEMPT TO VOTE
MILLIONS OF SHARES TWICE
Great Western To Seek Injunction; Outcome Of Vote Remains in Doubt
CHATSWORTH, Calif. -- Great Western Financial Corporation (NYSE:
GWF) announced that it will promptly file an action in Delaware Chancery
Court seeking to enjoin an attempt by H. F. Ahmanson & Company to double
vote more than five million shares in its solicitation of consents from
Great Western stockholders.
On April 9, 1997, Ahmanson submitted its consents and claimed that
it had prevailed on its three by-law amendment proposals. Two days ago,
representatives of Great Western and Ahmanson began a review of all
consents and revocations under the supervision of the independent
inspectors. Great Western immediately identified the voting irregularity
and brought it to the attention of a stockholder whose shares Ahmanson was
attempting to vote twice.
That stockholder promptly informed the inspectors in writing that
it had just been advised that 5,209,800 of its shares "represent a
duplicate vote" and that "we are requesting that you kindly disregard the
(duplicate) consent that we sent to Mackenzie Partners." Mackenzie Partners
is Ahmanson's professional proxy soliciting agent.
Great Western stated: "It is hard to imagine that Ahmanson agents
were unaware that these shares represent a double vote. Our advisors
identified the duplicate vote as soon as they saw Ahmanson's consents.
Despite clear and indisputable evidence that these shares were improperly
voted, Ahmanson continues to insist that they be counted. Great Western
stockholders deserve nothing less than a full and fair count in connection
with the Ahmanson consent solicitation. Great Western will vigorously
pursue any voting irregularity it identifies."
The inspectors have taken the position that they are not empowered
to address the double vote issue and as a result Great Western will
promptly pursue its remedies in court. The inspectors have further
indicated that they may certify the results of the consent solicitation on
Ahmanson's three by-law amendment proposals as early as tomorrow. Those
results will show a margin for Ahmanson that is substantially less than the
5.2 million double voted shares. Accordingly, the results of this consent
solicitation will be determined by the court.
No results have been tabulated or reported by the inspectors on
Ahmanson's two remaining proposals. Ahmanson has not requested that a
record date be set for such proposals, and accordingly no record date has
been set. The inspectors have stated that they will not tabulate results on
Ahmanson's two remaining proposals prior to the determination of a record
date.
With assets of $42.9 billion, Great Western Financial Corporation
is a diversified financial services company operating more than 1,150
mortgage lending, retail banking, and consumer finance offices nationwide.
Great Western's principal subsidiary, Great Western Bank, is a
mortgage-oriented consumer bank with banking branch networks in California
and Florida.
Great Western Financial Corporation ("Great Western") and the
persons named below may be deemed to be participants in the solicitation of
proxies in connection with the merger of Great Western and Washington
Mutual, Inc. ("Washington Mutual") pursuant to which each outstanding share
of Great Western common stock would be converted into 0.9 shares of
Washington Mutual common stock (the "Merger"). Participants in this
solicitation may include the directors of Great Western (J. F. Montgomery,
J. F. Maher, Dr. D. Alexander, H. F. Christie, S. E. Frank, J. V. Giovenco,
F. A. Gryp, E. Hernandez, Jr., C. D. Miller, Dr. A. E. Siegel and W. B.
Wood, Jr.); the following executive officers of Great Western: J. L.
Erikson, C. F. Geuther, M. M. Pappas, A. W. Schenck III, R. W. Sims and J.
M. Studenmund; and the following other members of management of Great
Western: S. F. Adams, B. F. Antenberg, B. R. Barkley, I. D. Campbell, C.
Coleman, A. D. Meadows and J. A. Trotter (collectively, the "Great Western
Participants"). Messrs. Montgomery and Maher beneficially own 680,488
shares and 611,762 shares of Great Western common stock, respectively
(including shares subject to stock options exercisable within 60 days). The
remaining Great Western Participants do not beneficially own, individually
or in the aggregate, in excess of 1% of Great Western's equity
securities.
Great Western has retained Goldman, Sachs & Co. ("Goldman Sachs")
and Merrill Lynch & Co. ("Merrill Lynch") to act as its financial advisors
in connection with the Merger, as well as the merger proposal by H. F.
Ahmanson & Company, for which they received and may receive substantial
fees, as well as reimbursement of reasonable out-of-pocket expenses. In
addition, Great Western has agreed to indemnify Goldman Sachs and Merrill
Lynch and certain related persons against certain liabilities, including
certain liabilities under the federal securities laws, arising out of their
engagement. Each of Goldman Sachs and Merrill Lynch is an investment
banking firm that provides a full range of financial services for
institutional and individual clients. Neither Goldman Sachs nor Merrill
Lynch admits that it or any of its directors, officers or employees is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the solicitation, or that Schedule
14A requires the disclosure of certain information concerning Goldman Sachs
and Merrill Lynch. In connection with Goldman Sachs's role as financial
advisor to Great Western, Goldman Sachs and the following investment
banking employees of Goldman Sachs may communicate in person, by telephone
or otherwise with a limited number of institutions, brokers or other
persons who are stockholders of Great Western: J. Wender, J. Mahoney, A.
Gordon, T. Owens and A. Vittorelli. In connection with Merrill Lynch's role
as financial advisor to Great Western, Merrill Lynch and the following
investment banking employees of Merrill Lynch may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Great Western: H. Lurie, L. S. Wolfe,
P. Wetzel, F. V. McMahon, J. Esposito, C. Del-Moral Niles and K. Gupta. In
the normal course of their respective businesses Goldman Sachs and Merrill
Lynch regularly buy and sell securities issued by Great Western and its
affiliates ("Great Western Securities") and Washington Mutual and its
affiliates ("Washington Mutual Securities") for its own account and for the
accounts of its customers, which transactions may result in Goldman Sachs
and its associates and Merrill Lynch and its associates having a net "long"
or net "short" position in Great Western Securities, Washington Mutual
Securities, or option contracts with other derivatives in or relating to
Great Western Securities or Washington Mutual Securities. As of April 21,
1997, Goldman Sachs had positions in Great Western Securities and
Washington Mutual Securities as principal as follows: (i) net "long" 9,173
of Great Western's common shares; (ii) net "long" $1 million of Great
Western's deposit notes; and (iii) net "long" 1,098 of Washington Mutual's
common shares. As of April 21, 1997, Merrill Lynch had positions in Great
Western Securities and Washington Mutual Securities as principal as
follows: (i) net "long" 7,126 of Great Western's common shares and (ii) net
"long" 1,526 of Washington Mutual's common shares.
Other participants include Washington Mutual and may include the
directors of Washington Mutual (D. P. Beighle, D. Bonderman, J. T.
Crandall, R. H. Eigsti, J. W. Ellis, D. J. Evans, A. V. Farrell, W. P.
Gerberding, K. K. Killinger, S. B. McKinney, M. K. Murphy, W. G. Reed, Jr.
and J. H. Stever); the following executive officers of Washington Mutual:
C. S. Davis, S. P. Freimuth, L. D. Lannoye, W. A. Longbrake, D. W.
Oppenheimer, C. E. Tall and S. L. Wilson; and the following other members
of management of Washington Mutual: K. Christensen, J. DeGrande, W.
Ehrlich, J. B. Fitzgerald, M. Kittner and D. G. Wisdorf (collectively, the
"Washington Mutual Participants"). Messrs. Bonderman, Crandall and
Killinger beneficially owned 1,894,141 shares, 6,549,755 shares and
1,044,224 shares of Washington Mutual common stock, respectively. The
remaining Washington Mutual Participants do not beneficially own,
individually or in the aggregate, in excess of 1% of Washington Mutual's
equity securities. The Washington Mutual Participants do not beneficially
own, individually or in the aggregate, in excess of 1% of Great Western's
equity securities.
Washington Mutual has retained Lehman Brothers Inc. ("Lehman
Brothers") to act as its financial advisor in connection with the Merger
for which it received and may receive substantial fees as well as
reimbursement of reasonable out-of-pocket expenses. In addition, Washington
Mutual has agreed to indemnify Lehman Brothers and certain related persons
against certain liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement. Lehman Brothers is
an investment banking firm that provides a full range of financial services
for institutional and individual clients. Lehman Brothers does not admit
that it or any of its directors, officers or employees is a "participant"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934, as amended, in the solicitation, or that Schedule 14A requires the
disclosure of certain information concerning Lehman Brothers. In connection
with Lehman Brothers' role as financial advisor to Washington Mutual,
Lehman Brothers and the following investment banking employees of Lehman
Brothers may communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons who are
stockholders of Washington Mutual and Great Western: S. B. Wolitzer, P. R.
Erlanger, S. Sobti, D. J. Kim, C. P. Sweeney and D. A. Trznadel. In the
normal course of its business Lehman Brothers regularly buys and sells
Washington Mutual Securities and Great Western Securities for its own
account and for the accounts of its customers, which transactions may
result from time to time in Lehman Brothers and its associates having a net
"long" or net "short" position in Washington Mutual Securities, Great
Western Securities or option contracts with other derivatives in or
relating to Washington Mutual Securities or Great Western Securities. As of
April 21, 1997, Lehman Brothers had positions in Washington Mutual
Securities and Great Western Securities as principal as follows: (i) net
"short" 224 of Washington Mutual's common shares; (ii) net "long" 27,434
shares of Washington Mutual's 9.12% preferred stock; (iii) net "long"
124,964 shares of Washington Mutual's 7.60% preferred stock; (iv) net
"short" 8,291 of Great Western's common shares; and (v) net "long" 160,000
shares of Great Western's 8.30% preferred stock.
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