As filed with the Securities and Exchange Commission on May 21, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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GREAT WESTERN
FINANCIAL CORPORATION
(Name of Subject Company)
GREAT WESTERN
FINANCIAL CORPORATION
(Name of Person Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Including the accompanying Preferred Stock Purchase Rights)
(Title of Class of Securities)
391442100
(CUSIP Number of Class of Securities)
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J. Lance Erikson, Esq.
Executive Vice President, Secretary and General Counsel
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
(818) 775-3411
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
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Copy to:
Peter Allan Atkins, Esq.
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 thereto.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 15: Letter to Stockholders of Great Western.
Exhibit 16: Newspaper Advertisement, dated May 21, 1997.
Exhibit 17: Great Western Employee Merger Bulletin.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GREAT WESTERN FINANCIAL CORPORATION
By: /s/ J. Lance Erikson
J. Lance Erikson
Executive Vice President, Secretary
and General Counsel