-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSgrtyAESOYPsPR9Y4lVta/6t0jHDckhHh8Zzyoc2tp7kHCp0Okuq8SsBF2VEbHA YJctFImQDPCqqLNyfZyGYg== 0000771667-97-000085.txt : 19970529 0000771667-97-000085.hdr.sgml : 19970529 ACCESSION NUMBER: 0000771667-97-000085 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970528 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WESTERN FINANCIAL CORP CENTRAL INDEX KEY: 0000043512 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 951913457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12285 FILM NUMBER: 97615389 BUSINESS ADDRESS: STREET 1: 9200 OAKDALE AVENUE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187753411 MAIL ADDRESS: STREET 1: 9200 OAKDALE AVENUE CITY: CHATSWORTH STATE: CA ZIP: 91311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AHMANSON H F & CO /DE/ CENTRAL INDEX KEY: 0000771667 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 950479700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 4900 RIVERGRADE RD CITY: IRWINDALE STATE: CA ZIP: 91706 BUSINESS PHONE: 8189606311 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) GREAT WESTERN FINANCIAL CORPORATION (Name of Subject Company ([Issuer]) H. F. AHMANSON & COMPANY (Bidder) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 391442100 (CUSIP Number of Class of Securities) MADELEINE A. KLEINER SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL H. F. AHMANSON & COMPANY 4900 RIVERGRADE ROAD IRWINDALE, CALIFORNIA 91706 (818) 960-6311 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: H. RODGIN COHEN ALAN J. SINSHEIMER SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Letter to Institutional Shareholder Services. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 28, 1997 H. F. AHMANSON & COMPANY /s/ Tim S. Glassett ----------------------------------- By: Tim S. Glassett First Vice President and Assistant General Counsel EX-99.(A)(11) 2 EXHIBIT 99.(a)(11) [H. F. Ahmanson & Company LETTERHEAD] May 27, 1997 Institutional Shareholder Services 7200 Wisconsin Avenue, Suite 1001 Bethesda, Maryland 20814 Attn: Mr. Peter Gleason Dear Sirs: We have read with dismay the "Summary of Issues" and "Executive Summary" presented to you on May 22, 1997 by Great Western Financial Corporation. In the view of H. F. Ahmanson & Company, those submissions contained so many errors and were so unbalanced as to illustrate why it is essential that the Ahmanson nominees be elected. The following is a partial list of the errors and omissions that Ahmanson believes these Great Western submissions contain. Great Western's Claim Ahmanson's Response 1. It is "not credible" that 1. Great Western did not tell you: Ahmanson's nominees will not be (a) The nominees have contractually controlled by or acting at the ------------- direction of Ahmanson. agreed that they will not be acting ------ at the direction of Ahmanson. (b) As a matter of state law (as ----- --- acknowledged in an amendment to Great Western registration statement), the nominees must act in the interest of all Great Western stockholders. (c) The Ahmanson nominees are highly respected professionals who have no personal or financial interest in an Ahmanson/Great Western merger. (d) During deposition testimony, both of the outside Institutional Shareholder Services -2- directors of Great Western who were deposed conceded that they had no reason to believe that the Ahmanson nominees would not comply with their fiduciary duties. 2. The "Great Western Board has done 2. (a) In our view, it is contrary exactly what a Board should do in to shareholder interests for a board responding to a bid for a company." to create an unlevel playing field when presented with two bona fide ---- ---- proposals. We believe that there is no judicial support for this course of action. (b) Great Western does not deny that it has created an unlevel playing field. (c) How can the following actions by the Great Western board have enhanced shareholder value: * Sought a higher bid from multiple parties, but not from Ahmanson. * Entered into formal discussions and solicited formal proposals with more than one party, but not with Ahmanson. * Provided material information to more than one party, but not to Ahmanson. * Sharply criticized Ahmanson before the regulators and argued that its application should be rejected. * Sharply criticized Ahmanson in the media and to investors. * Reached a conclusion as to the superiority of WAMU without due diligence on Ahmanson. Institutional Shareholder Services -3- 3. "The Washington Mutual merger 3. The original Ahmanson proposal delivered almost $700 million of delivered over $1,750 million of additional value to Great Western additional value to Great Western stockholders." stockholders and the enhanced Ahmanson proposal delivered hundreds of millions of additional value; yet, the Great Western board refused to discuss formally or informally either proposal. 4. "Without the Washington Mutual 4. This is speculation without basis merger, Great Western stockholders in fact and makes the extraordinary today would have an Ahmanson proposal assumption that Ahmanson would not for 1.05 shares." have increased its original proposal if it had been accorded an opportunity to conduct due diligence and to enter into discussions with Great Western. In fact, it would be highly unusual, indeed extraordinary, for an initial unsolicited offer to represent the last and best offer, and any assumption to the contrary suggests that Great Western was uninformed. In any event, Great Western made no effort to determine whether the assumption was accurate. 5. Great Western's board is 5. (a) These directors have overwhelmingly comprised of publicly stated that they are "independent directors." "committed" to the Washington Mutual merger. (b) These directors have very large, highly preferential loans from Great Western which are very unusual (and possibly unique) among major financial institutions. (c) In deposition testimony, these directors acknowledged that they relied, to what Ahmanson believes is a highly Institutional Shareholder Services -4- unusual extent, on the advice of outside advisors. 6. The Great Western Board has acted 6. In Ahmanson's view, a board reasonably [and] rationally ... in cannot act reasonably and rationally determining that the Washington to make such a determination without Mutual is the superior merger discussions with and due diligence partner. regarding all parties making bona --- ---- fide proposals. ---- 7. Great Western agreed to a 7. (a) The no shop clause is "standard 'no shop' clause". unusual because it permits -------- discussions if there is only a (Emphasis added.) "reasonable possibility" that a failure to do so would violate fiduciary duties. (b) Great Western has never disclosed whether it believed that there was not such a "reasonable possibility" and, if so, the basis for that conclusion. 8. "The Great Western's board 8. (a) Ahmanson believes that this decision not to enter into decision cannot fairly be discussions with Ahmanson is both characterized as reasonable or reasonable and rational and rational, and, because of the consistent with [its] obligations importance of this issue, it is ---------- discussed in more detail below. under the ... merger agreement." (b) Great Western avoids saying that (Emphasis added.) ------ it was prohibited by the merger ---------- agreement from holding discussions with Ahmanson. 9. In the event that the Washington 9. Ahmanson believes that the Great Mutual merger is rejected, the Western Board's independence in those available options should be examined circumstances is placed in question by Great Western's "independent" when it has publicly stated it is Board. "committed" to Washington Mutual. Great Western's position coerces its stockholders to accept the Washington Mutual proposal for Institutional Shareholder Services -5- fear that the Great Western Board will obstruct any alternative merger proposal. 10. There is no reason to question 10. (a) Fundamental questions about the motives or decisions of Great the decisions of Great Western's Western's board. board are raised by its creation of an unlevel playing field and its failure to enter into any discussions with Ahmanson. (b) Deposition testimony indicates that the Great Western Board was not informed about key issues relating to the timing of the meeting for the election of directors. (c) Many of the reasons cited by the Great Western Board for supporting Washington Mutual are, Ahmanson believes, clearly incorrect or lacking balance. 11. The proposed by-law amendments 11. The by-law amendments were "are in Ahmanson's interests, not the designed by Ahmanson to protect interests of Great Western's against efforts by Great Western to shareholders". prevent the Ahmanson nominees, if elected, from being able to participate fully in the Board processes. 12. "If the [Washington Mutual] 12. Even if the Ahmanson nominees merger is not approved, Ahmanson were controlled by Ahmanson--which should not be permitted to dictate or they are not--Ahmanson could not influence the Board's further "dictate" any responses with only 3 responses." of 11 directors. 13. "'Tone'". "Great Western is 13. Great Western has sharply simply pursuing a strategic merger criticized Ahmanson's management, ... [while] Ahmanson has attacked the capital, technology, and business Great Western merger on every front." strategy, among other things, in comment letters to the regulators, in the media and to investors. Institutional Shareholder Services -6- 14. "Any confusion that may exist in 14. Ahmanson prevailed in the connection with Ahmanson's consent consent solicitation on the three solicitation results from Ahmanson's proposals that were certified. This own actions." is an incontrovertible fact that ---- Ahmanson had no motivation to confuse. 15. "Ahmanson intentionally refused 15. (a) Ahmanson believes that the to cause a record date to be set for proper record date was set and that two ... consent resolutions. It Great Western's refusal to could easily have done so." acknowledge this record date has prevented a certification of the vote on these resolutions. (b) Ahmanson had no reason to prevent or delay a certification on proposal number one (urging discussions and the creation of a level playing field). (c) Based on Great Western's actions in setting the original record date, Ahmanson believed that Great Western would have delayed setting a new record date for 20 days (pursuant to the by-law adopted after Ahmanson's consent solicitation was announced), and thereby delayed the ability of Great Western stockholders to express their views. 16. "The Annual Meeting was delayed 16. (a) Great Western delayed the until the situation stabilized and Annual Meeting by 7 1/2 weeks from shareholders could make informed its originally scheduled date. decisions." (b) Why did it take the Great Western Board 7 weeks from the time of the original Ahmanson offer, and 3 1/2 weeks from the time of the enhanced offer, to even consider scheduling a meeting? Institutional Shareholder Services -7- (c) What "additional information" was required? (d) How did the "stabilization" occur on April 10? (e) Deposition testimony indicates that the Great Western Board made no inquiry or effort between February 24 and April 10 to determine whether the situation had stabilized and the shareholders could make informed decisions. (f) In deposition testimony, the Great Western chief executive officer conceded that after the March 6 announcement of the WAMU merger, there was no additional information required and no reason for further delay. (g) Deposition testimony indicates that the Great Western Board was not informed of, and did not inquire about, the existing by-law provision requiring Great Western to call a special meeting to elect directors "as soon as practicable". (h) Deposition testimony indicates that the Great Western Board was not informed of, and did not inquire about, the exceptions to the SEC's proxy rules that would have permitted the meeting to elect directors to be held at an earlier date. (i) Great Western has not disclosed whether there was any connection between (1) the Board's decision, at a hastily-called board meeting on April 10, to schedule the annual meeting and (2) Ahmanson's announcement the prior Institutional Shareholder Services -8- day that it had received sufficient consents for its proposal to require the election of directors to be held no later than May 6. 17. Ahmanson Proposal utilizes 17. (a) Who (other than Great questionable assumptions. Western and Washington Mutual) has questioned Ahmanson's assumptions? (b) The Washington Mutual Proposal assumes that it can generate revenue enhancements and cost savings equal to about 136% of Great Western's 1996 "core earnings" (as defined by Great Western) -- which Ahmanson believes is far in excess of the ratio of projected revenue enhancements and cost savings to net income used in any other merger. 18. Ahmanson relies on "imprudent 18. (a) Ahmanson's thrift leverage". subsidiary is well capitalized as defined by regulations of the Office of Thrift Supervision. (b) Neither national credit rating agency downgraded Ahmanson after the announcement of its enhanced offer. (c) One national credit rating agency ranks Ahmanson's long-term debt higher than Washington Mutual. 19. "WAMU has a proven track record 19. WAMU has completed the of successfully integrating large integration of only one company that ----- is 2% as large, and that company was acquisitions." (Emphasis added.) less than 10% of the size of Great Western. 20. "Significant growth in net 20. These retained loan originations interest income driven by high (including significant fixed rate projected loan originations at rather Institutional Shareholder Services -9- reasonable margins." than adjustable rate mortgage loans) are projected to be funded with wholesale liabilities, creating interest rate risk. 21. Will rank in top three ... in 21. A combined WAMU-Great Western California ... and 5th in Florida. will trail far behind the top two in California and the top four in Florida. 22. "A faster solution ... is 22. (a) If the WAMU merger is better .... WAMU is on track for a defeated, we believe that Ahmanson closing in late June or early July." should be able to close its exchange offer shortly thereafter, and Ahmanson is on a time track similar to that of WAMU. (b) Ahmanson's application has been deemed complete by the OTS. 23. Ahmanson's earnings are 23. (a) Ahmanson's cost savings are significantly more sensitive to in line with other in-market mergers, achieving the stated cost savings while WAMU's projected cost savings targets than are WAMU's. and revenue enhancements considerably exceed those in other mergers. (b) WAMU's earnings are significantly more sensitive to achieving the stated revenue enhancement targets than are Ahmanson's. 24. Ahmanson made significant 24. (a) These revisions largely changes in its operating assumptions reflected the additional information when it increased its bid. regarding Great Western which became available when WAMU finally filed its registration statement. Great Western fails to state that Washington Mutual also made significant changes to its operating assumptions between the announcement of the Institutional Shareholder Services -10- merger and the filing of its registration statement. (b) In Ahmanson's view, these circumstances illustrate why Great Western has failed to promote the best interests of its stockholders when it has refused to provide information to Ahmanson and enter into discussions with Ahmanson. 25. Ahmanson will have one of the 25. (a) The tangible common equity lowest tangible common equity ratios. ratio selected by Great Western is not used by the regulators to evaluate capital strength. (b) Ahmanson's pro forma regulatory --- ----- capital ratios (which apply at the thrift level) are equivalent to those of WAMU. (c) WAMU's pro forma tangible common --- ----- equity places it in the lowest decile in the industry. 26. GWF shareholders will receive 26. (a) These conclusions are greater earnings and higher growth speculative and based on projections rates in a WAMU transaction than in made by WAMU. If Ahmanson's an Ahmanson transaction. projections are used, GWF shareholders will receive greater earnings and higher growth rates in a merger with Ahmanson. (b) Based on Ahmanson's projections, Great Western shareholders will receive considerably greater cash earnings per share in an Ahmanson merger. The Executive Summary also included two tables, not included in proxy material reviewed by the SEC, that are apparently designed to indicate the financial superiority of the WAMU proposal. We believe that these tables are seriously misleading. Institutional Shareholder Services -11- The first table shows eight selected trading dates (spaced an unusual 13 or 11 days apart) and purports to show that the WAMU offer had a higher market value on one-half of those dates. Even if the data used in that table were accurate -- which it is not -- we believe that the table is misleading because on the vast majority of all trading days the current Ahmanson offer has had a --- higher value than the WAMU offer. This is the case whether the relevant period is deemed to begin with Ahmanson's original offer, WAMU's offer or Ahmanson's enhanced offer. (Indeed, even if the period begins with WAMU's offer and Ahmanson's original exchange ratio is used until it enhanced its offer, the Ahmanson offer would still be higher on over two-thirds of the trading dates.) Great Western's use of Ahmanson's original exchange ratio for three of the trading dates (February 18, March 3 and March 14) is misleading because it has no relevance to the current offer. If the current offer is used, Ahmanson's proposal had a higher market value on 7 (not 4) of the 8 dates. Moreover, there can be absolutely no justification for the "apples to oranges" comparison on February 18 and March 3. If Great Western argues that Ahmanson's original exchange ratio should be used on those dates because that was the offer then extant, then the column for WAMU should read "0", because WAMU had no offer extant on that date. -- The second table purports to show that the WAMU offer will increase in superiority if the stocks of both WAMU and Ahmanson increase in equivalent percentage increments because of the "collar effect" of the Ahmanson offer. We believe that this table is misleading in two respects. First, if the increase occurs after a merger is consummated, the Ahmanson exchange ratio will not decline. The exchange ratio will be fixed before consummation. This point may seem obvious, but it is quite important because it is unlikely that either stock will appreciate by 10% or 15% (two of Great Western's four scenarios) between now and closing. Second, even if the appreciation occurs before consummation, the table fails to provide the correct valuation because the Ahmanson exchange ratio is based on an average price. The following example may prove helpful to illustrate this second point. Assume that the merger closes 20 trading dates Institutional Shareholder Services -12- from Friday and that the Ahmanson stock increases in equal increments from Friday's close of $40.50 to a price of $42.92 on the closing date (the 5% appreciation suggested by Great Western). The exchange rates would then still be 1.20 - and not the 1.16 used by Great Western. As mentioned above, Great Western has attempted to justify its policy of no discussions with Ahmanson on the basis that it enabled Great Western to increase value for its stockholders by encouraging both Ahmanson and Washington Mutual to increase their bids. Because the propriety of Great Western's no-discussion policy is so central to the question of the Great Western Board's overall conduct, we believe that a detailed analysis of this purported justification may be helpful. For the reasons set forth below, we believe that this justification is clearly wrong. First, even if a no-discussion policy could possibly be justified as promoting an improved bid from Ahmanson, we believe that Great Western's other actions demonstrate that its interest is in driving Ahmanson out of the bidding altogether rather than driving Ahmanson to a higher bid. For example, Great Western has filed numerous lengthy comment letters with the Office of Thrift Supervision (the "OTS") urging that it reject Ahmanson's application. If the OTS rejected the application, Ahmanson could obviously not proceed. Moreover, Great Western has publicly and privately urged Ahmanson to withdraw its offer and has attempted to reinforce that effort with a publicity campaign that has been sharply critical of Ahmanson. We believe that this would not be the approach of a company seeking a higher bid from Ahmanson. Second, this purported justification for a no-discussion policy has not been made in any public forum of which we are aware. It is not in Great Western's proxy statement or Washington Mutual's registration statement. Third, we believe that it is totally illogical to suggest that WAMU would increase its bid because Great Western refuses to talk to Ahmanson. Indeed, we believe it likely that the single factor which has probably been most instrumental in WAMU not increasing its bid has been Great Western's --- total commitment to WAMU. This support has reduced any incentive for WAMU to increase its bid. Moreover, even if WAMU made the bid it did because of Great Western's pledge not to hold discussions with Ahmanson (and we are aware of no evidence to that effect), that cannot explain Great Western's refusal to hold discussions with Ahmanson either before WAMU made its final bid or after the bid Institutional Shareholder Services -13- (as we believe is permitted by the terms of the merger agreement and consistent with its fiduciary duties). Fourth, we believe that it is likewise illogical that the absence of discussions would encourage Ahmanson to raise its bid. Indeed, the very absence of information restrained Ahmanson from a higher bid both because it is uncertain whether any undisclosed problems exist at Great Western and because Ahmanson is unable to ascertain whether there are greater opportunities for revenue enhancements, cost savings and credit cost reductions than presently anticipated. It is instructive that Ahmanson was able to increase its bid in March as a result of disclosures about Great Western in the WAMU registration statement. In conclusion, Ahmanson trusts that when all the above-described facts are recognized, the need for Great Western directors not committed to a WAMU merger and the merits of the Ahmanson offer becomes even more apparent. On behalf of Ahmanson, we are most appreciative of your consideration of this response. Very truly yours, /s/ Kevin M. Twomey Kevin M. Twomey Senior Executive Vice President and Chief Financial Officer Institutional Shareholder Services -14- SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF") COMMON STOCK HELD BY H. F. AHMANSON & COMPANY ("AHMANSON"), ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF Ahmanson and certain other persons named below may solicit proxies (a) to elect three nominees and one or more alternate nominees (the "Nominees") as directors of GWF at the annual meeting of stockholders of GWF to be held on a date to be announced (the "Annual Meeting") and (b) in favor of the adoption at the Annual Meeting of a non-binding stockholder resolution and seven proposals to amend the By-laws of GWF. Ahmanson and certain other persons named below are also soliciting consents from stockholders of GWF to approve proposals, without a stockholders' meeting, to adopt non-binding resolutions of stockholders and amendments to the By-laws of GWF. The participants in this solicitation may include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black, Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan, Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders, Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following executive officers and employees of Ahmanson or its subsidiaries: Kevin M. Twomey (Senior Executive Vice President and Chief Financial Officer), Madeleine A. Kleiner (Senior Executive Vice President, Chief Administrative Officer and General Counsel), Anne-Drue M. Anderson (Executive Vice President and Treasurer), Tim S. Glassett (First Vice President and Assistant General Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes), Stephen A. Swartz (Senior Vice President and Director of Investor Relations), Barbara Timmer (Senior Vice President and Director of Government and Legislative Affairs), Mary A. Trigg (Senior Vice President and Director of Public Relations), Eric Warmstein (Senior Vice President and Director of Corporate Development), Samantha Davies (Vice President of Public Relations), Adrian Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant Vice President of Public Relations); and the following Nominees: Lawrence A. Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow. As of May 23, 1997, Ahmanson is the beneficial owner of 3,560,500 shares of GWF Common Stock. Other than Mr. Gelber, who owns 332 shares of GWF Common Stock, none of the Nominees is the beneficial owner of any GWF Common Stock. Other than set forth herein, as of May 23, 1997, neither Ahmanson nor any of its directors, executive officers or other representatives or employees of Ahmanson, any Nominees or other persons known to Ahmanson, who may solicit proxies has any security holdings in GWF. Ahmanson disclaims beneficial ownership of any securities of GWF held by any pension plan or other employee benefit plan of Ahmanson or by any affiliate of Ahmanson. Ahmanson further disclaims beneficial ownership of any securities of GWF held by Ahmanson or any of its subsidiaries for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business. Although Credit Suisse First Boston Corporation ("CSFB") and Montgomery Securities ("Montgomery"), financial advisors to Ahmanson, do not admit that they or any of their directors, officers, employees or affiliates are a "participant," as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934 by the Securities and Exchange Commission, or that such Schedule 14A requires the disclosure of certain information concerning CSFB or Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation. Each of CSFB and Montgomery engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of their respective businesses, each of CSFB and Montgomery may trade securities of GWF for their own account and the account of their customers and, accordingly, may at any time hold a long or short position in such securities. As of May 23, 1997, CSFB held a net long position of 15,452 shares of GWF common stock and Montgomery held no shares of GWF common stock. Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the directors or executive officers of Ahmanson, the employees or other representatives of Ahmanson who may participate in this solicitation or the Nominees named above has any interest, direct or indirect, by security holdings or otherwise, in GWF. -----END PRIVACY-ENHANCED MESSAGE-----