-----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, SnkI2S+hneuiybFp97encBUbjTZH2WlkUoJDTxsXak9AgFXO+67Xep2aI0Pp11Lv eHhvbeW22N00r+saWUTlGQ== 0000898430-97-001363.txt : 19970402 0000898430-97-001363.hdr.sgml : 19970402 ACCESSION NUMBER: 0000898430-97-001363 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970401 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04075 FILM NUMBER: 97572902 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: DFAN14A BUSINESS ADDRESS: STREET 1: 4900 RIVERGRADE RD CITY: IRWINDALE STATE: CA ZIP: 91706 BUSINESS PHONE: 8189606311 DFAN14A 1 ADDITIONAL PROXY SOLICITATION MATERIALS ================================================================================ SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [_] Filed by a Party other than the Registrant [X] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 GREAT WESTERN FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) H. F. AHMANSON & COMPANY - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] H. F. AHMANSON & COMPANY APRIL 1997 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] THIS PRESENTATION CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND, ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED; (C) AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION, ("COMMISSION"), INCLUDING A REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18, 1997, AS AMENDED, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN. 2 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] WHO WE ARE STARTING WITH A GREAT LOAN AND DEPOSIT FRANCHISE, STRONG CAPITAL, AND TERRIFIC PEOPLE, WE ARE ADVANCING: . TO STRONG CORE PROFITABILITY - FROM A HISTORY OF LACKLUSTER RESULTS . TO A FULL-SERVICE CONSUMER BANK - FROM A TRADITIONAL S&L . OUR COMMITMENT TO INCREASING SHAREHOLDER VALUE - FROM A FOCUS ON SIZE AND GEOGRAPHIC SPREAD 3 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] WHO WE ARE A CONSUMER BANK . ASSETS $49.9 BILLION . DEPOSITS $34.8 BILLION . LOANS $46.1 BILLION . SHAREHOLDERS' EQUITY $ 2.4 BILLION . # OF FINANCIAL SERVICE CENTERS / STATES 391 / 4 . # OF LOAN OFFICES / STATES 125 / 9 . MORTGAGE SERVICING $59 BILLION
4 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] WHO WE ARE SIGNIFICANTLY IMPROVED RETURNS [GRAPH APPEARS HERE]
CASH RETURN ON ASSETS [GRAPH APPEARS HERE] 4Q96 Quarters: 1Q96 2Q96 3Q96 4Q96 (Reported) 0.53% 0.58% 0.62% 0.78% 0.73%
CASH RETURN ON EQUITY [GRAPH APPEARS HERE] 4Q96 Quarters: 1Q96 2Q96 3Q96 4Q96 (Reported) 9.6% 10.8% 11.6% 16.6% 14.7%
- ------------------ 3Q96 excludes SAIF recap and First Interstate branch acquisition charges 5 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AHM: THE FUTURE IS NOW FINANCIAL GOALS: ROE - 18% Efficiency Ratio - below 50% EPS Growth Capital - "well capitalized" 6 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AHM: THE FUTURE IS NOW . ENHANCING SHAREHOLDER VALUE - LOWER CREDIT COSTS - HIGHER FEE INCOME - EXPENSE CONTROL - CAPITAL MANAGEMENT - FRANCHISE CONSOLIDATION AND DEVELOPMENT 7 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] OTHER FEE INCOME [GRAPH APPEARS HERE]
Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96 Other Fee Income ($ in Millions): $27 $27 $31 $34 $44
8 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] G&A [GRAPH APPEARS HERE] Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96 G&A ($ in Millions): $199 $193 $190 $190 $188
9 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] EFFICIENCY RATIO [GRAPH APPEARS HERE] Quarters: 1995 1Q96 2Q96 3Q96* 4Q96 QTD-FEB Efficiency Ratio: 58.9% 53.8% 52.8% 53.1% 49.5% 48.1%
*3Q96 excludes SAIF recap and FIB acquisition charges. 10 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] CREDIT COSTS [GRAPH APPEARS HERE] Quarters: 4Q95 1Q96 2Q96 3Q96 4Q96 Credit Costs ($ in Millions): $63 $72 $61 $61 $57
(Provision + REO) 11 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] NONPERFORMING ASSETS [GRAPH APPEARS HERE] 12/95 3/96 6/96 9/96 12/96 1/97 2/97 Nonperforming Assets ($ in Millions): $949 $977 $954 $898 $846 $842 $831
NPAs dropped by $194 million or 19% from their February 1996 peak. 12 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] RESIDENTIAL 1-4 FAMILY NON-PERFORMING LOANS [GRAPH APPEARS HERE]
----------------------------------------------------- ($ in Millions): |Cumulative decline since February 1996: $163 million| ----------------------------------------------------- 1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97 $ 29 $ 29 $(21) $(26) $(19) $(11) $(22) $(19) $(10) $(13) $ (8) $ (2) $(1) $(11)
13 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] RESIDENTIAL 1-4 FAMILY REO [GRAPH APPEARS HERE]
----------------------------------------------------- ($ in Millions): |Cumulative increase since February 1996: $14 million| ----------------------------------------------------- 1/96 2/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97 $ 6 $ (1) $ (3) $ 8 $ 11 $ 6 $ 7 $ 7 $ 5 $ (1) $ (12) $ (13) $ (0.3) $ (1)
14 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] CUSTOMER INFORMATION
1995 1996 % Change ---- ---- -------- Households 1.2 million 1.4 million 17% Accounts with debit cards 45,000 317,000 604% Checking accounts 650,000 893,000 37%
15 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] PERSONAL FINANCIAL SERVICES TRANSACTIONS
(in millions) 4Q94 4Q95 4Q96 Jan-97 # % # % # % # % - -------------------------------------------------------------------------- Branch 27.3 68 24.1 63 28.7 54 9.4 53 - -------------------------------------------------------------------------- ATM 16 16 18 18 Debit 1 1 3 3 Phone 15 20 24 25 Online - - 1 1 - -------------------------------------------------------------------------- Non-branch 13.1 32 14.4 37 24.2 46 8.2 47 - -------------------------------------------------------------------------- Total 40.4 38.5 52.9 17.6
16 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] STOCK BUYBACK PROGRAMS 3RD STOCK BUYBACK PROGRAM - ------------------------- AUTHORIZED: NOV. 15, 1996 AMOUNT: $250 MILLION TOTAL STOCK BUYBACKS - -------------------- AUTHORIZED TO DATE: COMMON STOCK $650 MILLION PREFERRED STOCK $175 MILLION ------------ $825 MILLION 17 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] COMMON STOCK BUYBACK ACTIVITY
# Shares Average (millions) Price Paid ---------- ---------- Through Dec. 31, 1996 17.0 $26.11 YTD - February 1997 2.2 $35.06 Programs to date 19.2 $27.11 Remaining authorized $131 million
18 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] 1996 FOURTH QUARTER NET INCOME PERCENT INCREASE FROM 1995 [GRAPH APPEARS HERE]
Dollars Fully-Diluted EPS %: 50% 85%
Stock buyback and preferred redemption cause reported EPS growth to outpace net income increase. 19 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AHM: THE FUTURE IS NOW DEPOSIT FRANCHISE CONSOLIDATION /*/ BOUGHT LOW, SOLD HIGH [GRAPH APPEARS HERE]
Deposits Bought/Sold (Dollars in Billions) Deposit Premium Bought: $ 6.8 2.9% Sold: $12.7 7.1%
- ---------------- /(*)/ June 1992 - Present, excluding acquisition of 61 former First Interstate branches. 20 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AHM: THE FUTURE IS NOW . BANKING FRANCHISE ACQUIRED - ACQUIRED 61 FORMER FIRST INTERSTATE BRANCHES IN 1996 * ACCRETIVE TO 4Q 1996 RESULTS * STRENGTHENED CONSUMER AND SMALL BUSINESS BANKING * SUCCESSFUL CONVERSION * ACHIEVED COST SAVINGS * ADDED IMPORTANT NEW CAPABILITIES 21 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] BENEFITS OF FRANCHISE BUILDING . MARKET POWER WHERE WE WANT TO BE . FOCUS . EFFICIENCY . DEFINITION OF CONSUMER BANKING STRATEGY . ADDITIONAL CAPITAL AND STOCK BUYBACK 22 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] DECAFFEINATING: NON-COFI LOANS IN ESCROW [GRAPH APPEARS HERE]
12/31/95 12/31/96 -------- -------- 44% 86%
23 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] CONSUMER LOANS FUNDED [GRAPH APPEARS HERE]
Quarters: 1Q96 2Q96 3Q96 4Q96 ------- ------- ------ ------- ($ in millions): $17 $52 $71 $131
24 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] BUSINESS BANKING . LARGE, PROFITABLE AND UNDERSERVED SEGMENT . FULLY UTILIZES EXISTING DISTRIBUTION SYSTEM . LEVERAGES STRONG LOYALTY AND NAME RECOGNITION . ROA POTENTIAL . JUMP START WITH FIB ACQUISITION . IN PROCESS OF ROLLOUT TO ENTIRE CALIFORNIA FRANCHISE 25 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] INVESTMENT PRODUCTS AVERAGE DAILY CORE SALES [GRAPH APPEARS HERE]
1995 1996 QTD-FEB ---- ---- ------- ($ in millions): $0.6 $2.2 $3.4
26 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] H.F. AHMANSON & CO. ENHANCED MERGER PROPOSAL FOR GREAT WESTERN FINANCIAL 27 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] FEATURES OF PROPOSED OFFER Exchange Ratio: . 1.20x when AHM stock price is below $41.67 . Floating to provide value of $50.00 to GWF stockholders when AHM is between $41.67 and $45.45 . Exchange ratio of 1.10x when AHM is greater than $45.45 Determination of . The exchange ratio will be fixed based on the Final Exchange average AHM stock price for the 20 trading Ratio: days prior to receipt of OTS approval or through whatever mechanism is agreed upon in a definitive agreement with GWF 28 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] EXCHANGE RATIO ANALYSIS [GRAPH APPEARS HERE]
AHM GWF EXCHANGE STOCK PRICE SHARE VALUE RATIO ============= ===================== ================= $40.00 $48.00 1.200x 41.00 49.20 1.200 41.67 50.00 1.200 42.00 50.00 1.190 43.00 50.00 1.163 44.00 50.00 1.136 45.00 50.00 1.111 45.45 50.00 1.100 46.00 50.60 1.100 47.00 51.70 1.100 48.00 52.80 1.100 49.00 53.90 1.100 50.00 55.00 1.100
Current Value of AHM Offer: $43.65 29 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] ASSUMPTIONS FOR REVISED FINANCIAL RESULTS - REVISED AHM AND GWF STANDALONE EARNINGS ESTIMATES - COST SAVINGS INCREASED BY $50 MILLION TO $454 MILLION * GWF G&A BASE LARGER THAN ORIGINAL ANALYSIS _ REVENUE ENHANCEMENTS OF $50 MILLION ASSUMED * NET INTEREST INCOME FROM CONSUMER LENDING AND BUSINESS BANKING * FEE INCOME FROM RETAIL DEPOSITS, CASH MANAGEMENT AND INVESTMENT SALES - CREDIT RESERVE DECREASED BY $50 MILLION TO $100 MILLION BASED ON WAMU DUE DILIGENCE AND GREAT WESTERN CONCURRENCE - RESTRUCTURING RESERVE CONSERVATIVELY INCREASED TO $454 MILLION (100% OF COST SAVES) 30 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] IMPACT ON AHM STOCKHOLDERS
Updated Case /(1,2)/ -------------------------- AHM Stock Price $45.50 $40.25 $36.38 Exchange Ratio 1.10x 1.20x 1.20x Reported EPS $ 3.27 $ 3.14 $ 3.24 1998E 4.11 3.94 4.05 1999E Cash EPS 1998E $ 4.22 $ 4.01 $ 4.01 1999E 5.16 4.89 4.89
(1) Adjusted AHM and GWF standalone earnings models revised to reflect current street estimates and information provided in WAMU presentation and GWF 10-K. In addition, a $195 million pre-tax "break up" fee has been added in addition to a $50 million reduction in the credit reserve. (2) Adjusted to reflect impact of $100 million in additional pre-tax synergies by 1999 and higher restructuring reserve. 31 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] IMPACT ON ACCRETION / (DILUTION) /(1)/
% Accretion (Dilution) -------------- ---------------------- Exchange Ratio 1998 1999 -------------- -------- --------- Reported EPS AHM = $36.38 1.20x (8)% 5% AHM = $40.25 1.20 (10) 2 AHM = $43.50 1.15 (9) 4 AHM = $45.50 1.10 (7) 6 Cash EPS AHM = $36.38 1.20x 9% 21% AHM = $40.25 1.20 9 21 AHM = $43.50 1.15 12 25 AHM = $45.50 1.10 15 28
(1) Based on Updated Case 32 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AHM OFFER LOW RISK AHM offer remains predicated on a simple, proven formula: Significant Cost Savings [INSIDE GRAPHIC ARROW] Enhanced Shareholder Value: 1. Significant accretion + = 2. Accelerated EPS growth Accelerated Stock Repurchase [INSIDE GRAPHIC ARROW] 33 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] INTEREST RATE RISK . AHM HAS A PROVEN HISTORY OF MANAGING INTEREST RATE RISK THROUGH DIFFERING INTEREST RATE CYCLES: - AHM IS RANKED BY OTS IN TOP QUINTILE OF PEER GROUP WITH RESPECT TO INTEREST RATE SENSITIVITY - AHM HAS MAINTAINED ITS NET INTEREST MARGIN WITHIN A 29 BASIS POINT BAND SINCE 1992, VERSUS WAMU, WHOSE NET INTEREST MARGIN HAS DECREASED APPROXIMATELY 150 BASIS POINTS . AHM IS BETTER SITUATED THAN WAMU IN A RISING RATE ENVIRONMENT: - SYNERGIES PREDICATED ON SHARE REPURCHASE, NOT INCREASES IN LOAN ORIGINATION/ RETENTION VOLUMES - AHM'S WHOLESALE FUNDS TOTALED LESS THAN 25% OF TOTAL LIABILITIES VERSUS MORE THAN 35% FOR WAMU AT YEAR END 1996 . AHM HAS NOT HISTORICALLY RETAINED FIXED RATE MORTGAGE LOAN ORIGINATIONS: - AHM FIXED RATE MORTGAGE LOAN PORTFOLIO REPRESENTED LESS THAN 5% OF TOTAL LOANS, VERSUS 30% FOR WAMU AT YEAR END 1996 - IN ORDER TO ACHIEVE ITS LOAN PRODUCTION TARGETS, WHICH REPRESENT MORE THAN 100% OF WAMU'S AND GWF'S COMBINED SFR ORIGINATIONS IN 1996, WAMU WILL HAVE TO RETAIN A SIGNIFICANT AMOUNT OF ADDITIONAL FIXED RATE LOANS 34 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AHM OFFER CLEARLY SUPERIOR TO GWF STOCKHOLDER
AHM Offer/(1)/ WAMU Offer ----------------------- ----------------------------------------- AHM AHM Original Revised Reasonable Cash Basis $45.50 $36.38 Projections Projections Assumptions - ---------- ---------- ---------- -------------- ------------ ----------- Pro Forma EPS 1998E $4.22 $4.01 $4.81 $4.81 $4.42 1999E 5.16 4.89 5.71 5.89 5.13 Exchange Ratio 1.10x 1.20x 0.90x 0.90x 0.90x - ---------------------------------------------------------------------------------------------------------------- Pro Forma Cash EPS per GWF Stockholder 1998E $4.64 $4.81 $4.32 $4.32 $3.97 1999E 5.68 5.87 5.14 5.30 4.62 - ----------------------------------------------------------------------------------------------------------------
(1) Based on revised "Updated Case". 35 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] 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. 36 [LOGO OF H. F. AHMANSON & COMPANY] [LOGO OF HOME SAVINGS OF AMERICA] AS OF MARCH 31, 1997, AHMANSON IS THE BENEFICIAL OWNER OF 3,134,100 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 MARCH 31, 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 MARCH 31, 1997, CSFB HELD A NET LONG POSITION OF 10,624 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. 37 -----END PRIVACY-ENHANCED MESSAGE-----