Exhibit 44
[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]
May 30, 1997
Mr. Peter R. Gleason
Senior Analyst
Institutional Shareholder Services
7200 Wisconsin Avenue, Suite 1001
Bethesda, Maryland 20814
Dear Mr. Gleason:
Much has transpired over the past three months for Great
Western Financial Corporation ("Great Western"), Washington Mutual, Inc.
("Washington Mutual") and H.F. Ahmanson & Company ("Ahmanson"). We realize
that, in connection with the consent and proxy solicitations relating to
the Great Western/Washington Mutual merger and Ahmanson's unsolicited
acquisition proposal, you have received and reviewed a significant amount
of information. Most recently Ahmanson has provided you with a lengthy
letter, dated May 27, 1997, setting forth Ahmanson's position regarding a
variety of issues. Great Western has reviewed Ahmanson's letter and,
needless to say, it disagrees with virtually all of Ahmanson's assertions.
However, at this juncture, with the Great Western and Washington Mutual
stockholder votes on the merger scheduled to occur in two weeks, we are
writing, on behalf of Great Western, to make only the following
observations in response to Ahmanson's letter:
o Great Western Chose the Superior Merger. Great
Western has pursued a strategic merger with
Washington Mutual, and the Great Western Board is
absolutely convinced that Washington Mutual is a
superior merger partner. In approving the Great
Western/Washington Mutual merger agreement, the
Great Western Board concluded, among other things,
that the Washington Mutual merger proposal was not
only superior on an immediate-term value basis but
also, in the Board's opinion, presented Great Western
stockholders with better long-term value prospects.
Great Western believes that:
o The Washington Mutual merger
creates a premier consumer bank-
ing franchise.
o Washington Mutual, compared to
Ahmanson, has a proven track
record of delivering
stockholder value.
o A combined Great Western/Washington
Mutual is financially superior to a
combined Great Western/Ahmanson.
The benefits of the Washington Mutual merger are
discussed in the revised and updated versions of the
presentations first provided to you on May 22, 1997
which are attached hereto.
o Analyst Reaction. Over the course of the past few
months, many analysts have similarly espoused the
merits of a Great Western/Washington Mutual merger.
We have attached hereto for your review an
advertisement containing a sampling of quotes from
analysts.
o Current Value. The market has supported the
determination of the Great Western Board. The current
implied value of the Washington Mutual merger has
been higher than that of Ahmanson's "enhanced"
proposal for each trading day since May 16.(1) Based
on the closing market prices of Washington Mutual
common stock and Ahmanson common stock on May 29,
1997, the current implied value of the Washington
Mutual merger was $1.09 per share higher than that of
Ahmanson's "enhanced" proposal, which represents
approximately $150 million in additional value for
Great Western stockholders.
o The Great Western Board is Overwhelmingly
Independent. Nine of Great Western's 11 directors are
independent of Great Western. Despite Ahmanson's
repeated assertions that the loans granted to Great
Western's directors under Great Western's Employee
Home Loan Program are somehow relevant to the
directors' independence, the fact is that they are
not -- the terms of such loans will not be affected
in any manner by the identity of Great Western's
merger partner.
o The "Commitment" of the Great Western Board. The
Great Western Board is committed to only one thing
-- the best inter- ests of Great Western's
stockholders. This commitment has resulted in the
execution of a merger agreement with Washington
Mutual -- no factors have come to the Great Western
Board's attention that have altered its belief that
the Great Western/Washington Mutual merger is in
the best interests of Great Western's stockholders.
Based on all the facts, the Great Western Board
remains committed to the Great Western/Washington
Mutual merger.
o Ahmanson is a Known Entity. As a result of many years
of direct competition with Ahmanson and presentations
made by Great Western's outside advisors to the Great
Western Board throughout the past few years, the
Great Western Board and Great Western management are
thoroughly familiar with the business, operations and
strategic direction of Ahmanson. Based on this
knowledge, the Great Western Board concluded that
Ahmanson was not a good strategic fit for Great
Western.
o A Level Playing Field. Ahmanson claims that there is
an unlevel playing field; however, it was Ahmanson
which sought, through a carefully orchestrated
campaign consisting of litigation, analyst presen-
tations and press releases, and a proxy and consent
solicitation, to stampede Great Western and its
stockholders into accepting Ahmanson's inferior
merger proposal and discourage other potential bid-
ders for Great Western.
o Timing. Ahmanson claims that the consummation of
its proposed exchange offer is on a time track
similar to that of the Great Western/Washington
Mutual merger. However, Washington Mutual will submit
the Great Western/Washington Mutual merger to its
stockholders for approval in two weeks; Ahmanson has
not even filed a proxy statement with the Securities
and Exchange Commission in order to solicit the
approval of its stockholders -- an approval that is
required for Ahmanson to consummate its proposed
exchange offer.
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1 The current implied value is determined by reference to the
respective closing prices of the Washington Mutual common stock and
the Ahmanson common stock and, in the case of Ahmanson, is based on
the assumption that the average closing price of the Ahmanson
common stock for the applicable pricing period equals the closing
price on the date in question.
As indicated above, we have also attached hereto for your
review revised and updated versions Great Western's earlier presentations.
These presentations re- flect, among other things, Great Western's belief
that Ahmanson's solicitation for three board seats and in support of by-law
amendments is being undertaken solely in an effort to further Ahmanson's
acquisition proposal. We appreciate your consideration of the foregoing.
Sincerely,
/s/ Fred B. White, III
Fred B. White, III