SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
{_} Preliminary Proxy Statement
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Rule 14a-6(e)(2))
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{ } 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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[GREAT WESTERN LETTERHEAD]
June 2, 1997
Dear Great Western Stockholder:
With Great Western's June 13 stockholders' meetings
just a short time away, we want to keep you informed about our
significant progress in moving towards completion of the
Washington Mutual strategic merger. Despite the efforts of H. F.
Ahmanson & Company to prevent you from voting on the merger on
June 13, WE ARE CONFIDENT THAT THE VOTE WILL PROCEED AS SCHEDULED
AND THAT YOU COULD BE IN A POSITION TO RECEIVE YOUR WASHINGTON
MUTUAL SHARES WITHIN A MATTER OF WEEKS.
You now have the opportunity to protect your investment
in Great Western and help bring the Washington Mutual merger to a
prompt and successful completion. We urge you to sign, date and
mail BOTH the GREEN and GOLD proxy cards today.
HERE ARE SEVERAL IMPORTANT RECENT DEVELOPMENTS ...
1. EXPERT ANALYSTS ARE APPLAUDING THE BENEFITS OF A GREAT
WESTERN/WASHINGTON MUTUAL MERGER. On May 14, David
Hochstim of Bear Stearns wrote in First Call:
"A combined WAMU [Washington Mutual]-Great Western
would be well positioned to compete with
BankAmerica and Wells Fargo throughout the west
and is likely to produce high returns and strong
earnings growth into the next century. . . . The
value likely to be created from the combination
should be substantial."
2. Another analyst, Steven R. Schroll of Piper Jaffray, in
discussing the Great Western/Washington Mutual merger
in First Call on May 14, wrote:
"The combined companies will have a combined
balance sheet that will be well capitalized with
strong credit quality, strong revenue enhancement
opportunities in both spread and fee income, and
continued cost take-out opportunities."
3. For more than two weeks now -- based on closing prices
on every trading day since May 16 -- THE WASHINGTON
MUTUAL MERGER HAS HAD A HIGHER IMPLIED MARKET VALUE
THAN AHMANSON'S PROPOSED EXCHANGE OFFER.
4. Based on the closing prices for the ten trading days
ended June 2, the average implied market value of the
Washington Mutual merger was $49.48, as compared to an
average implied market value of Ahmanson's proposed
exchange offer of $48.71.* On this basis, THE
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* The implied market value of Ahmanson's proposed exchange
offer on any day assumes that the average closing price of
Ahmanson common stock during Ahmanson's specified averaging
period would be equal to the closing price of Ahmanson common
stock for that day (after giving effect to Ahmanson's pricing
formula).
WASHINGTON MUTUAL MERGER WOULD PROVIDE MORE THAN
$105,000,000 OF ADDITIONAL TOTAL VALUE TO ALL GREAT
WESTERN STOCKHOLDERS.
5. On May 20, the Office of Thrift Supervision declared
Washington Mutual's application to acquire Great
Western informationally complete. This is an important
step towards regulatory approval, which we expect by
late June or early July.
. . . AND HERE IS HOW QUICKLY THE MERGER COULD BE COMPLETED.
o STOCKHOLDER APPROVAL: Great Western stockholders and
Washington Mutual stockholders are scheduled to vote on
the approval of the Great Western/Washington Mutual
merger at separate special meetings on June 13.
o REGULATORY APPROVAL: All necessary regulatory
approvals are expected by late June or early July.
o CLOSING OF THE MERGER: With stockholder and regulatory
approvals in hand, the merger could be completed and
YOU COULD RECEIVE YOUR WASHINGTON MUTUAL SHARES BY
EARLY JULY.
As another analyst, Joseph K. Morford III of Alex.
Brown, wrote in First Call on May 14:
"WAMU [Washington Mutual] still has the advantage
of a friendly merger agreement and the ability to
complete the transaction almost immediately
following the vote."
Ahmanson has asserted that its proposed exchange offer
is on a time track similar to the Washington Mutual merger. We
believe THIS SIMPLY IS NOT TRUE. Ahmanson must first obtain the
approval of its own stockholders before it can complete its
proposed exchange offer. Yet, Ahmanson has never set a record or
meeting date or even filed preliminary proxy material with the
Securities and Exchange Commission for its own meeting of
stockholders. Furthermore, Ahmanson can give you ABSOLUTELY NO
ASSURANCE that it will receive the necessary approval from its
own stockholders.
* * *
Ahmanson still wants to stop you from voting on the
Washington Mutual merger on June 13. ASK YOURSELF WHY AHMANSON
IS SO AFRAID TO LET YOU VOTE IF IT REALLY THINKS IT HAS THE
BETTER PROPOSAL. Don't let Ahmanson stand in the way of your
receipt of the benefits of the Washington Mutual merger.
PROTECT YOUR INVESTMENT. VOTE TODAY!
Your vote is important, no matter how many or how few
shares you own. Please sign, date and mail BOTH the GREEN AND
GOLD proxy cards today.
We thank you for your continued trust and support
throughout these past few months.
Sincerely,
/s/ John F. Maher /s/ James F. Montgomery
John F. Maher James F. Montgomery
President and Chief Chairman of the Board
Executive Officer
Note: Permission for use of all analysts' quotes contained in
this letter was sought and granted.
IMPORTANT INFORMATION
If your shares are held through a broker or bank, only your
broker or bank can vote your shares, and only upon receipt of
your specific instructions. Please return BOTH the GREEN and
GOLD proxy cards to your broker or bank today. Please note that
certain "Street-Name" holders may be receiving only the GREEN
proxy card with this letter, and will be receiving the GOLD proxy
card under separate cover.
If you have questions or need assistance in voting your shares,
please contact the firm assisting us in the solicitation of
proxies for both the Special and Annual Meetings:
GEORGESON
& COMPANY INC.
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