-----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, Rxqdiljwi4yl4Mz6AKxfBZ1Our+0joGzQvYmcO/n/LocuYujK1rthI1hku5Z2acz 3Q8KhS8m6BQQYKdIX8t5OA== 0000898430-97-002412.txt : 19970604 0000898430-97-002412.hdr.sgml : 19970604 ACCESSION NUMBER: 0000898430-97-002412 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970603 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: 97618314 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 SCHEDULE 14D-1/A AMENDMENT #8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Tender to Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) 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 99.(a)(16) Letter dated May 31, 1997. 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: June 2, 1997 H. F. AHMANSON & COMPANY /s/ Tim S. Glassett ---------------------------------- By: Tim S. Glassett First Vice President and Assistant General Counsel EX-99.(A)(16) 2 LETTER EXHIBIT 99(a)(16) [LOGO OF H. F. AHMANSON & COMPANY] May 31, 1997 Dear Great Western Stockholder: For months, the Great Western Board of Directors has committed itself to driving away H. F. Ahmanson & Company and has remained exclusively committed to a single bidder. Just think for a moment what value the market would assign Ahmanson's offer if, instead, Great Western had directors who were committed to treating all bidders equally in order to maximize stockholder value. YOU SHOULD NOT ALLOW THE GREAT WESTERN BOARD TO PREVENT YOU FROM MAXIMIZING THE VALUE OF YOUR INVESTMENT WHEN YOU HAVE THE OPPORTUNITY FOR A BETTER MERGER. AHMANSON-GREAT WESTERN THE BETTER MERGER WITH LESS RISK The Ahmason offer reflects a simple, credible and proven formula of in-market cost savings and share repurchases for achieving its projected merger benefits. The proposed transaction the Great Western Board wants you to support relies heavily on the unproven and unprecedented: . The Great Western Board's proposed transaction relies on unprecedented projected revenue enhancements which would expose stockholders to greater interest rate risk by sharply increasing long term mortgage loans funded with wholesale deposits. . Through an acquisition of Great Western, Washington Mutual will increase its size by 400% in less than one year--another virtually unprecedented feat. THE BETTER MERGER WITH A SUPERIOR MARKET SHARE AND FRANCHISE The Ahmanson offer would create a market leader focused on densely populated markets. The proposed transaction the Great Western Board wants you to support would create a smaller institution positioned to serve far fewer customers per branch than would be served by Ahmanson. . In California, Ahmanson-Great Western would have a 44% greater market share than Washington Mutual-Great Western. . In Florida, Ahmanson-Great Western would have a 57% greater market share than Washington Mutual-Great Western. THE BETTER MERGER WITH NO TIMING DELAYS Ahmanson's application for regulatory approval from the Office of Thrift Supervision has been deemed complete, and we expect that Ahmanson's offer can close promptly following stockholder rejection of the Great Western-Washington Mutual merger proposal. THE AHMANSON ALTERNATIVE: THREE SIMPLE STEPS There is a simple, direct path for you--the true owners of Great Western--to act in YOUR BEST INTERESTS and MAXIMIZE THE VALUE of your investment in Great Western: Step 1: Vote the WHITE proxy card FOR the slate of directors committed to the maximization of stockholder value. Step 2: Vote the PINK proxy card AGAINST the Great Western Board's proposed merger with Washington Mutual when you receive it with Ahmanson's proxy materials. Step 3: Tender your Great Western shares into Ahmanson's Exchange Offer when it commences. Thank you for your support. Sincerely, /s/ Charles R. Rinehart Charles R. Rinehart Chairman and Chief Executive Officer If you have any further questions, please call: [LOGO OF MACKENZIE PARTNERS, INC.] 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (call collect) or CALL TOLL-FREE (800) 322-2885 -----END PRIVACY-ENHANCED MESSAGE-----