Exhibit 45
May 22, 1997
(as updated on May 30, 1997)
GREAT WESTERN FINANCIAL CORPORATION
Summary of Great Western Financial Corporation's
Position with Respect to 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 fiduciary duties to all
Great Western shareholders, they can be expected to serve
Ahmanson's interests.
- 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 Chancery Court, in a
slip opinion, stated: "Ahmanson was pressing the
Court to ... serve primarily Ahmanson's individual
strategic interests as a bidder, as distinguished
from the interests of Great Western shareholders
generally."
- Ahmanson has agreed to indemnify each Ahmanson
nominee against all claims incurred by such nominees
in connection with being a nominee and in connection
with being a director of Great Western if elected,
including any claims for breach of fiduciary duties.
o Throughout the past 3 months, the Great Western Board
believes it has done exactly what a Board of Directors
should do in responding to a bid for a company. It has
always acted in the best interests 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 million of additional value to Great
Western stockholders.
- We believe that without the Washington Mutual merger
Ahmanson would not have had any reason to modify its
original proposal to exchange each Great Western
share for 1.05 Ahmanson shares as it did on March 17.
The original proposal would currently be worth about
$967 million less than the Washington Mutual merger.
Even Ahmanson's exchange offer proposal, based on
comparative market prices of Ahmanson and Wash-
ington Mutual on May 29, is worth about $150 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
(For a detailed discussion of the factors the Great Western
Board considered in reaching these determinations, and the
determination not to authorize Great Western management to
provide information to, or engage in negotiations or
discussions with, Ahmanson, see pages 38 through 43 of the
Joint Proxy Statement/Prospectus of Washington Mutual and
Great Western, dated May 13, 1997.) Even the current
indicated values of the Ahmanson exchange offer proposal and
the Washington Mutual merger are roughly equivalent, with
the indicated value of the Washington Mutual merger higher
on every trading day since May 16.(1)
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 fiduciary duties, but does not permit Great
Western to enter into discussions with third parties,
including Ahmanson, unless, after consulting with and
considering the advice of its financial advisors and
outside counsel, the Great Western Board determines in good
faith that the failure to enter into discussions would
create a reasonable possibility of a breach of its fiduciary
duties. 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, 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 influence the Board's
decisions.
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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.
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 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 Meetings of Shareholders could
enable Ahmanson to align itself with the holders of a
small minority of shares and repeatedly 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
truly confident it had the superior proposal, it would
welcome a vote by our shareholders on the Washington Mutual
merger.